Proposal for a COUNCIL DIRECTIVE on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States
Date: 2011-01-04
Institutions: European Commission
Subjects: corporation tax, parent company, subsidiary, tax on profits of self-employment, tax system

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EUROPEAN COMMISSION 

Brussels, 4.1.2011 
COM(2010) 784 final 

2010/0387 (CNS) 

Proposal for a 

COUNCIL DIRECTIVE 

on the common system of taxation applicable in the case of parent companies and 
subsidiaries of different Member States 

(Recast) 

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1. 

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EXPLANATORY MEMORANDUM 

On 1 April 1987 the Commission decided1 to instruct its staff that all acts should be 
codified  after  no  more  than  ten  amendments,  stressing  that  this  is  a  minimum 
requirement  and  that  departments  should  endeavour  to  codify  at  even  shorter 
intervals the texts for which they are responsible, to ensure that their provisions are 
clear and readily understandable. 

The codification of Council Directive 90/435/EEC of 23 July 1990 on the common 
system  of  taxation  applicable  in  the  case  of  parent  companies  and  subsidiaries  of 
different  Member  States2  has  been  initiated  by  the  Commission,  and  a  relevant 
proposal has been submitted to the legislative authority3. The new Directive was to 
have superseded the various acts incorporated in it4. 

In  the  course  of  the  legislative  procedure,  views  were  expressed  by  the  European 
Parliament  and  by  the  Council  that  the  wording  of  the  second  subparagraph  of 
Article 4(3) of Directive 90/435/EEC, as it appeared in Article 4(5) of the proposed 
codified text, might be understood as establishing a secondary legal basis. In the light 
of the judgment of the Court of Justice of 6 May 2008 in Case C-133/06 and for the 
avoidance  of  any  doubt  and  for  the  sake  of  legal  certainty,  those  two  institutions 
requested that the provision in the proposed codified text be redrafted. Since such a 
redrafting would imply certain substantive changes, and would therefore go beyond 
straightforward  codification,  it  was  considered  necessary  that  point  85  of  the 
Interinstitutional  Agreement  of  20  December  1994  –  Accelerated  working  method 
for  official  codification  of  legislative  texts  –  be  applied,  in  the  light  of  the  Joint 
declaration on that point6. 

The amendment to be made to Article 4(5) of the proposed codified text concerns the 
insertion of words clarifying that the rules referred to in that provision are adopted by 
the Council acting in accordance with the procedure provided for in the Treaty. 

It is therefore appropriate to transform the codification of Directive 90/435/EEC into 
a recast in order to incorporate the necessary amendment. 

COM(87) 868 PV. 
Carried out pursuant to the Communication from the Commission to the European Parliament and the 
Council – Codification of the Acquis communautaire, COM(2001) 645 final. 
COM(2008) 691 final. 
Annex II, Part A of this proposal. 
"Should it prove necessary during the legislative process to go beyond straightforward codification and 
make substantive changes, it will be the Commission's responsibility to submit any proposal(s), where 
appropriate". 
"The European Parliament, the Council and the Commission note that if it should appear necessary to 
go beyond straightforward codification and make substantive changes, the Commission will be able to 
choose,  case  by  case,  whether  to  recast  its  proposal  or  whether  to  submit  a  separate  proposal  for 
amendment, leaving its codification proposal on the table, and then, once the substantive change has 
been adopted, incorporate it into the proposal for codification". 

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(cid:208) 90/435/EEC (adapted) 

2010/0387 (CNS) 

Proposal for a 

COUNCIL DIRECTIVE 

on the common system of taxation applicable in the case of parent companies and 
subsidiaries of different Member States 

(Recast) 

THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  on  the  Functioning  of  the  European  Union,  and  in  particular 
Article ⌦ 115 ⌫ thereof, 

Having regard to the proposal from the European Commission, 

After transmission of the draft legislative act to the national Parliaments, 

Having regard to the opinion of the European Parliament7, 

Having regard to the opinion of the European Economic and Social Committee8, 

Acting in accordance with a special legislative procedure, 

Whereas: 

(1) 

Council  Directive  90/435/EEC  of  23  July  1990  on  the  common  system  of  taxation 
applicable  in  the  case  of  parent  companies  and  subsidiaries  of  different  Member 
States9 has been substantially amended several times10. Since further amendments are 
to be made, it should be recast in the interests of clarity. 

(cid:216) new 

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8 
9 
10 

OJ C […], […], p. […]. 
OJ C […], […], p. […]. 
OJ L 225, 20.8.1990, p. 6. 
See Annex II, Part A. 

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(cid:208) 2003/123/EC Recital 2 
(adapted) 

(2) 

The  objective  of  ⌦ this ⌫  Directive  is  to  exempt  dividends  and  other  profit 
distributions paid by subsidiary companies to their parent companies from withholding 
taxes  and  to  eliminate  double  taxation  of  such  income  at  the  level  of  the  parent 
company. 

(cid:208) 90/435/EEC Recital 1 (adapted) 

(3) 

The grouping together of companies of different Member States may be necessary in 
order  to  create  within  the ⌦ Union ⌫  conditions  analogous  to  those  of  an  internal 
market and in order thus to ensure the effective functioning of ⌦ such an internal ⌫ 
market.  Such  operations  ought  not  to  be  hampered  by  restrictions,  disadvantages  or 
distortions  arising  in  particular  from  the  tax  provisions  of  the  Member  States.  It  is 
therefore necessary, with respect to such grouping together of companies of different 
Member  States,  ⌦ to  provide  for ⌫  tax  rules  which  are  neutral  from  the  point  of 
view of competition, in order to allow enterprises to adapt to the requirements of the 
⌦ internal ⌫ market, to increase their productivity and to improve their competitive 
strength at the international level. 

(4) 

Such grouping together may result in the formation of groups of parent companies and 
subsidiaries. 

(cid:208) 90/435/EEC Recital 2 

(cid:208) 90/435/EEC Recital 3 (adapted) 

(5)  ⌦ Before the entry into force of Directive 90/435/EEC, ⌫ the tax provisions which 
⌦ governed ⌫ the relations between parent companies and subsidiaries of different 
Member  States  ⌦ varied ⌫  appreciably  from  one  Member  State  to  another  and 
⌦ were ⌫  generally  less  advantageous  than  those  applicable  to  parent  companies 
and  subsidiaries  of  the  same  Member  State.  Cooperation  between  companies  of 
different  Member  States  ⌦ was ⌫  thereby  disadvantaged  in  comparison  with 
cooperation between companies of the same Member State. It ⌦ was ⌫ necessary to 
eliminate ⌦ that ⌫ disadvantage by the introduction of a common system in order to 
facilitate the grouping together ⌦ at Union level ⌫ of companies.  

(cid:208) 90/435/EEC Recital 4 

(6)  Where  a  parent  company  by  virtue  of  its  association  with  its  subsidiary  receives 
distributed  profits,  the  State  of  the  parent  company  must  either  refrain  from  taxing 
such profits, or tax such profits while authorising the parent company to deduct from 
the amount of tax due that fraction of the corporation tax paid by the subsidiary which 
relates to those profits. 

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(7) 

It is furthermore necessary, in order to ensure fiscal neutrality, that the profits which a 
subsidiary distributes to its parent company be exempt from withholding tax. 

(cid:208) 90/435/EEC Recital 5 

(cid:208) 2003/123/EC Recital 8 

(8) 

The payment of profit distributions to, and their receipt by, a permanent establishment 
of a parent company should give rise to the same treatment as that applying between a 
subsidiary  and  its  parent.  This  should  include  the  situation  where  a  parent  company 
and its subsidiary are in the same Member State and the permanent establishment is in 
another  Member  State.  On  the  other  hand,  it  appears  that  situations  where  the 
permanent  establishment  and  the  subsidiary  are  situated  in  the  same  Member  State, 
can, without prejudice to the application of the Treaty principles, be dealt with on the 
basis of national legislation by the Member State concerned. 

(9) 

In relation to the treatment of permanent establishments Member States may need to 
determine  the  conditions  and  legal  instruments  in  order  to  protect  the  national  tax 
revenue  and  fend  off  circumvention  of  national  laws,  in  accordance  with  the  Treaty 
principles and taking into account internationally accepted tax rules. 

(cid:208) 2003/123/EC Recital 9 

(cid:208) 2003/123/EC Recital 10 

(10)  When  corporate  groups  are  organised  in  chains  of  companies  and  profits  are 
distributed  through  the  chain  of  subsidiaries  to  the  parent  company,  double  taxation 
should  be  eliminated  either  by  exemption  or  tax  credit.  In  the  case  of  tax  credit  the 
parent company should be able to deduct any tax paid by any of the subsidiaries in the 
chain provided that the requirements set out in this Directive are met. 

(cid:216) new 

(11) 

In the light of the judgment of the Court of Justice of 6 May 2008 in Case C-133/0611, 
it  is  considered  necessary  to  redraft  the  wording  of  the  second  subparagraph  of 
Article 4(3)  of  Directive 90/435/EEC,  for  the  purpose  of  clarifying  that  the  rules 
referred to therein are adopted by the Council acting in accordance with the procedure 
provided for in the Treaty. 

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[2008] ECR I-03189. 

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(12)  This  Directive  should  be  without  prejudice  to  the  obligations  of  the  Member  States 
relating to the time-limits for transposition into national law of the Directives set out in 
Annex II, Part B, 

(cid:208)  

(cid:208) 90/435/EEC 

HAS ADOPTED THIS DIRECTIVE: 

1. Each Member State shall apply this Directive: 

Article 1 

(a) 

(b) 

(c) 

(d) 

to distributions of profits received by companies of that State which come from their 
subsidiaries of other Member States; 

to  distributions  of  profits  by  companies  of  that  State  to  companies  of  other 
Member States of which they are subsidiaries; 

(cid:208) 2003/123/EC Art. 1 pt. 1 

to distributions of profits received by permanent establishments situated in that State 
of  companies  of  other  Member  States  which  come  from  their  subsidiaries  of  a 
Member State other than that where the permanent establishment is situated; 

to  distributions  of  profits  by  companies  of  that  State  to  permanent  establishments 
situated in another Member State of companies of the same Member State of which 
they are subsidiaries. 

2. This Directive shall not preclude the application of domestic or agreement-based provisions 
required for the prevention of fraud or abuse. 

(cid:208) 90/435/EEC 

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Article 2 

For the purposes of this Directive ⌦ the following definitions shall apply: ⌫  

(cid:208) 90/435/EEC (adapted) 

(a) 

“company of a Member State” means any company which: 

(i) 

takes one of the forms listed in Annex I, Part A; 

(cid:208) 90/435/EEC 

(cid:208) 90/435/EEC (adapted) 

(ii) 

according to the tax laws of a Member State is considered to be resident in that 
State  for  tax  purposes  and,  under  the  terms  of  a  double  taxation  agreement 
concluded with a third State, is not considered to be resident for tax purposes 
outside the ⌦ Union ⌫ ; 

(iii)  moreover,  is  subject  to  one  of  the  taxes  ⌦ listed  in  Annex  I,  Part B ⌫, 
without  the  possibility  of  an  option  or  of  being  exempt,  or  to  any  other  tax 
which may be substituted for any of those taxes; 

(cid:208) 2003/123/EC Art. 1 pt. 2, 
second part  

(b) 

“permanent  establishment”  means  a  fixed  place  of  business  situated  in  a 
Member State through which the business of a company of another Member State is 
wholly or partly carried on in so far as the profits of that place of business are subject 
to tax in the Member State in which it is situated by virtue of the relevant bilateral 
tax treaty or, in the absence of such a treaty, by virtue of national law. 

(cid:208) 2003/123/EC Art. 1 pt. 3 

Article 3 

1. For the purposes of applying this Directive: 

(a) 

the status of parent company shall be attributed: 

(cid:208) 2003/123/EC Art. 1 pt. 3 
(adapted) 

(i) 

at least to any company of a Member State which fulfils the conditions set out 
in  Article  2  and  has  a  minimum  holding  of  ⌦ 10 ⌫  %  in  the  capital  of  a 
company of another Member State fulfilling the same conditions;  

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(ii)  under  the  same  conditions,  to  a  company  of  a  Member  State  which  has  a 
minimum  holding  of  ⌦ 10 ⌫  %  in  the  capital  of  a  company  of  the  same 
Member  State,  held  in  whole  or  in  part  by  a  permanent  establishment  of  the 
former company situated in another Member State. 

(b) 

“subsidiary” means that company the capital of which includes the holding referred 
to in point (a). 

(cid:208) 2003/123/EC Art. 1 pt. 3 

(cid:208) 90/435/EEC 

2. By way of derogation from paragraph 1, Member States shall have the option of: 

(a) 

(b) 

replacing, by means of bilateral agreement, the criterion of a holding in the capital by 
that of a holding of voting rights; 

not  applying  this  Directive  to  companies  of  that  Member  State,  which  do  not 
maintain for an uninterrupted period of at least two years holdings qualifying them as 
parent  companies,  or  to  those  of  their  companies  in  which  a  company  of  another 
Member  State  does  not  maintain  such  a  holding  for  an  uninterrupted  period  of  at 
least two years. 

Article 4 

(cid:208) 2003/123/EC Art. 1 pt. 4(a) 
(adapted) 

1. Where a parent company or its permanent establishment, by virtue of the association of the 
parent  company  with  its  subsidiary,  receives  distributed  profits,  the  State  of  the  parent 
company  and  the  State  of  its  permanent  establishment  shall,  except  when  the  subsidiary  is 
liquidated, either: 

(a) 

(b) 

refrain from taxing such profits; or 

tax  such  profits  while  authorising  the  parent  company  and  the  permanent 
establishment to deduct from the amount of tax due that fraction of the corporation 
tax related to those profits and paid by the subsidiary and any lower-tier subsidiary, 
subject  to  the  condition  that  at  each  tier  a  company  and  its  lower-tier  subsidiary 
⌦ fall  within  the  definitions  laid  down  in  Article  2  and ⌫  meet  the  requirements 
provided for in Article 3, up to the limit of the amount of the corresponding tax due.  

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(cid:208) 2003/123/EC Art. 1 pt. 4(b) 
(adapted) 

2. Nothing in this Directive shall prevent the State of the parent company from considering a 
subsidiary  to  be  fiscally  transparent  on  the  basis  of  that  State's  assessment  of  the  legal 
characteristics  of  that  subsidiary  arising  from  the  law  under  which  it  is  constituted  and 
therefore from taxing the parent company on its share of the profits of its subsidiary as and 
when those profits arise. In this case the State of the parent company shall refrain from taxing 
the distributed profits of the subsidiary. 

When  assessing  the  parent  company's  share  of  the  profits  of  its  subsidiary  as  they  arise  the 
State of the parent company shall either exempt those profits or authorise the parent company 
to deduct from the amount of tax due that fraction of the corporation tax related to the parent 
company's share of profits and paid by its subsidiary and any lower-tier subsidiary, subject to 
the  condition  that  at  each  tier  a  company  and  its  lower-tier  subsidiary  ⌦ fall  within  the 
definitions laid down in Article 2 and ⌫ meet the requirements provided for in Article 3, up 
to the limit of the amount of the corresponding tax due. 

(cid:208) 90/435/EEC  
(cid:206)1 2003/123/EC Art. 1 pt. 4(c) 

3.  Each  Member  State  shall  retain  the  option  of  providing  that  any  charges  relating  to  the 
holding and any losses resulting from the distribution of the profits of the subsidiary may not 
be deducted from the taxable profits of the parent company. 

Where the management costs relating to the holding in such a case are fixed as a flat rate, the 
fixed amount may not exceed 5 % of the profits distributed by the subsidiary. 

4. (cid:206)1 Paragraphs 1 and 2 shall apply until the date of effective entry into force of a common 
system of company taxation.  

(cid:208) 90/435/EEC (adapted) 
(cid:214) new 

5. The Council (cid:214) , acting unanimously in accordance with a special legislative procedure and 
after consulting the European Parliament and the Economic and Social Committee,  shall at 
the appropriate time adopt the rules to apply after the ⌦ entry into force of a common system 
of company taxation ⌫. 

Article 5 

Profits which a subsidiary distributes to its parent company shall be exempt from withholding 
tax. 

(cid:208) 2003/123/EC Art. 1 pt. 5(a) 

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(cid:208) 90/435/EEC 

Article 6 

The Member State of a parent company may not charge withholding tax on the profits which 
such a company receives from a subsidiary. 

Article 7 

1. The term “withholding tax” as used in this Directive shall not cover an advance payment or 
prepayment  (précompte)  of  corporation  tax  to  the  Member  State  of  the  subsidiary  which  is 
made in connection with a distribution of profits to its parent company. 

2. This Directive  shall not  affect the application of domestic or agreement-based provisions 
designed  to  eliminate  or  lessen  economic  double  taxation  of  dividends,  in  particular 
provisions relating to the payment of tax credits to the recipients of dividends. 

(cid:208) 90/435/EEC (adapted) 

Article 8 

Member States shall ⌦ communicate to the Commission ⌫ the texts of the main provisions 
of ⌦ national ⌫ law which they adopt in the field covered by this Directive. 

(cid:208)  

Article 9 

Directive 90/435/EEC, as amended by the acts listed in Annex II, Part A, is repealed, without 
prejudice to the obligations of the Member States relating to the time-limits for transposition 
into national law of the Directives set out in Annex II, Part B. 

References  to  the  repealed  Directive  shall  be  construed  as  references  to  this  Directive  and 
shall be read in accordance with the correlation table in Annex III. 

This Directive shall enter into force on the twentieth day following that of its publication in 
the Official Journal of the European Union. 

Article 10 

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(cid:208) 90/435/EEC Art. 9 

Article 11 

This Directive is addressed to the Member States. 

Done at, […] 

For the Council 
The President

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(cid:208) 2006/98/EC Art. 1 and 
Annex pt. (7)(b) (adapted) 

ANNEX I 

⌦ Part A ⌫ 

LIST OF COMPANIES REFERRED TO IN ARTICLE 2(a)(i) 

(cid:208) 2006/98/EC Art. 1 and 
Annex pt. (7)(b) 

the  Statute 

for  a  European  company 

incorporated  under  Council  Regulation 

(EC)  No  2157/2001 
companies 
(SE)12  and 
of 8 October 2001  on 
Council Directive 2001/86/EC  of  8  October  2001  supplementing  the  Statute  for  a 
European  company  with  regard  to  the  involvement  of  employees13  and  cooperative 
societies incorporated under Council Regulation (EC) No 1435/2003 of 22 July 2003 
and 
on 
Council Directive 2003/72/EC  of  22 July 2003  supplementing  the  Statute  for  a 
European Cooperative Society with regard to the involvement of employees15, 

a  European  Cooperative  Society 

the  Statute 

(SCE)14 

for 

law  known  as  “société  anonyme”/“naamloze 
companies  under  Belgian 
vennootschap”,  “société  en  commandite  par  actions”/“commanditaire  vennootschap 
op  aandelen”,  “société  privée  à  responsabilité  limitée”/“besloten  vennootschap  met 
limitée”/ 
beperkte  aansprakelijkheid”,  “société  coopérative  à 
“coöperatieve vennootschap met beperkte aansprakelijkheid”, “société coopérative à 
responsabilité 
onbeperkte 
aansprakelijkheid”, “société en nom collectif”/“vennootschap onder firma”, “société 
en commandite simple”/“gewone commanditaire vennootschap”, public undertakings 
which  have  adopted  one  of  the  abovementioned  legal  forms,  and  other  companies 
constituted under Belgian law subject to Belgian corporate tax, 

illimitée”/“coöperatieve 

responsabilité 

vennootschap 

met 

law  known  as:  “събирателно  дружество“, 
companies  under  Bulgarian 
“командитно дружество“, “дружество с ограничена отговорност“, “акционерно 
дружество“, 
“неперсонифицирано 
дружество“,  “кооперации“,  “кооперативни  съюзи“,  “държавни  предприятия“ 
constituted under Bulgarian law and carrying on commercial activities, 

“командитно  дружество 

акции“, 

с 

(a) 

(b) 

(c) 

(d) 

companies under Czech law known as: “akciová společnost”, “společnost s ručením 
omezeným”, 

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13 
14 
15 

OJ L 294, 10.11.2001, p. 1. 
OJ L 294, 10.11.2001, p. 22. 
OJ L 207, 18.8.2003, p. 1. 
OJ L 207, 18.8.2003, p. 25. 

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(e) 

(f) 

(g) 

(h) 

(i) 

(j) 

(k) 

(l) 

companies  under  Danish  law  known  as  “aktieselskab”  and  “anpartsselskab”.  Other 
companies  subject  to  tax  under  the  Corporation  Tax  Act,  insofar  as  their  taxable 
income  is  calculated  and  taxed  in  accordance  with  the  general  tax  legislation  rules 
applicable to “aktieselskaber”, 

law 

under 

German 

“Aktiengesellschaft”, 
companies 
“Kommanditgesellschaft  auf  Aktien”,  “Gesellschaft  mit  beschränkter  Haftung”, 
“Versicherungsverein 
und 
Wirtschaftsgenossenschaft”,  “Betriebe  gewerblicher  Art  von  juristischen  Personen 
des öffentlichen Rechts”, and other companies constituted under German law subject 
to German corporate tax, 

Gegenseitigkeit”, 

“Erwerbs- 

known 

auf 

as 

companies  under  Estonian  law  known  as:  “täisühing”,  “usaldusühing”,  “osaühing”, 
“aktsiaselts”, “tulundusühistu”, 

companies  incorporated  or  existing  under  Irish  law,  bodies  registered  under  the 
Industrial  and  Provident  Societies  Act,  building  societies  incorporated  under  the 
Building Societies Acts and trustee savings banks within the meaning of the Trustee 
Savings Banks Act, 1989, 

companies under Greek law known as “ανώνυµη εταιρεία”,·“εταιρεία περιορισµένης 
ευθύνης (Ε.Π.Ε.)”·and other companies constituted under Greek law subject to Greek 
corporate tax, 

companies  under  Spanish 
law  known  as:  “sociedad  anónima”,  “sociedad 
comanditaria  por  acciones”,  “sociedad  de  responsabilidad  limitada”,  public  law 
bodies which operate under private law. Other entities constituted under Spanish law 
subject to Spanish corporate tax (“Impuesto sobre Sociedades”), 

companies under French law known as “société anonyme”, “société en commandite 
par  actions”,  “société  à  responsabilité  limitée”,  “sociétés  par  actions  simplifiées”, 
“sociétés  d'assurances  mutuelles”,  “caisses  d'épargne  et  de  prévoyance”,  “sociétés 
civiles” which are automatically subject to corporation tax, “coopératives”, “unions 
de coopératives”, industrial and commercial public establishments and undertakings, 
and other companies constituted under French law subject to French corporate tax, 

companies under Italian law known as “società per azioni”, “società in accomandita 
per  azioni”,  “società  a  responsabilità  limitata”,  “società  cooperative”,  “società  di 
mutua  assicurazione”,  and  private  and  public  entities  whose  activity  is  wholly  or 
principally commercial, 

(m) 

under Cypriot law: “εταιρείες” as defined in the Income Tax laws, 

(n) 

(o) 

(p) 

companies  under  Latvian  law  known  as:  “akciju  sabiedrība”,  “sabiedrība  ar 
ierobežotu atbildību”, 

companies incorporated under the law of Lithuania, 

companies  under  Luxembourg  law  known  as  “société  anonyme”,  “société  en 
commandite  par  actions”,  “société  à  responsabilité  limitée”,  “société  coopérative”, 
“société  coopérative  organisée  comme  une  société  anonyme”,  “association 
d'assurances  mutuelles”,  “association  d'épargne-pension”,  “entreprise  de  nature 

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commerciale,  industrielle  ou  minière  de  l'Etat,  des  communes,  des  syndicats  de 
communes,  des  établissements  publics  et  des  autres  personnes  morales  de  droit 
public”,  and  other  companies  constituted  under  Luxembourg  law  subject  to 
Luxembourg corporate tax, 

companies under Hungarian law known as: “közkereseti társaság”, “betéti társaság”, 
“közös  vállalat”,  “korlátolt  felelősségű  társaság”,  “részvénytársaság”,  “egyesülés”, 
“szövetkezet”, 

companies  under  Maltese  law  known  as:  “Kumpaniji  ta'  Responsabilita'  Limitata”, 
“Soċjetajiet en commandite li l-kapital tagħhom maqsum f'azzjonijiet”, 

beperkte 

companies  under  Dutch  law  known  as  “naamloze  vennnootschap”,  “besloten 
vennootschap  met 
commanditaire 
vennootschap”,  “coöperatie”,  “onderlinge  waarborgmaatschappij”,  “fonds  voor 
gemene  rekening”,  “vereniging  op  coöperatieve  grondslag”,  “vereniging  welke  op 
onderlinge  grondslag  als  verzekeraar  of  kredietinstelling  optreedt”,  and  other 
companies constituted under Dutch law subject to Dutch corporate tax, 

aansprakelijkheid”, 

“open 

companies  under  Austrian  law  known  as  “Aktiengesellschaft”,  “Gesellschaft  mit 
beschränkter  Haftung”,  “Versicherungsvereine  auf  Gegenseitigkeit”,  “Erwerbs-  und 
Wirtschaftsgenossenschaften”,  “Betriebe  gewerblicher  Art  von  Körperschaften  des 
öffentlichen Rechts”, “Sparkassen”, and other companies constituted under Austrian 
law subject to Austrian corporate tax, 

companies  under  Polish  law  known  as:  “spółka  akcyjna”,  “spółka  z  ograniczoną 
odpowiedzialnością”, 

commercial  companies  or  civil  law  companies  having  a  commercial  form  and 
cooperatives  and  public  undertakings  incorporated  in  accordance  with  Portuguese 
law, 

companies  under  Romanian  law  known  as:  “societăţi  pe  acţiuni”,  “societăţi  în 
comandită pe acţiuni”, “societăţi cu răspundere limitată”, 

companies under Slovenian law known as: “delniška družba”, “komanditna družba”, 
“družba z omejeno odgovornostjo”, 

companies  under  Slovak  law  known  as:  “akciová  spoločnosť”,  “spoločnosť  s 
ručením obmedzeným”, “komanditná spoločnosť”, 

companies  under  Finnish  law  known  as  “osakeyhtiö”/“aktiebolag”,  “osuuskunta”/ 
“andelslag”,“säästöpankki”/“sparbank” and “vakuutusyhtiö”/“försäkringsbolag”, 

(q) 

(r) 

(s) 

(t) 

(u) 

(v) 

(w) 

(x) 

(y) 

(z) 

(aa) 

companies  under  Swedish  law  known  as  “aktiebolag”,  “försäkringsaktiebolag”, 
“ekonomiska föreningar”, “sparbanker”, “ömsesidiga försäkringsbolag”, 

(ab) 

companies incorporated under the law of the United Kingdom. 

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14 

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(cid:208) 2006/98/EC Art. 1 and 
Annex pt. (7)(b) (adapted) 

⌦ Part B ⌫ 

⌦ LIST OF TAXES REFERRED TO IN ARTICLE 2(a)(iii) ⌫ 

– 

impôt des sociétés/vennootschapsbelasting in Belgium, 

(cid:208) 90/435/EEC Art. 2(c) 
first indent 

– 

корпоративен данък in Bulgaria, 

(cid:208) 2006/98/EC Art. 1 and Annex 
pt 7(a) 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

– 

daň z příjmů právnických osob in the Czech Republic, 

– 

selskabsskat in Denmark, 

– 

Körperschaftssteuer in Germany, 

– 

tulumaks in Estonia, 

– 

corporation tax in Ireland, 

(cid:208) 90/435/EEC Art. 2(c) 
second indent 

(cid:208) 90/435/EEC Art. 2(c) 
third indent 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

(cid:208) 90/435/EEC Art. 2(c) 
seventh indent 

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– 

φόρος εισοδήµατος νοµικών προσώπων κερδοσκοπικού χαρακτήρα in Greece, 

(cid:208) 90/435/EEC Art. 2(c) 
fourth indent 

– 

impuesto sobre sociedades in Spain, 

– 

impôt sur les sociétés in France, 

(cid:208) 90/435/EEC Art. 2(c) 
fifth indent 

(cid:208) 90/435/EEC Art. 2(c) 
sixth indent 

(cid:208) 90/435/EEC Art. 2(c) 
eighth indent 

– 

imposta sul reddito delle persone giuridiche in Italy, 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

– 

– 

– 

φόρος εισοδήµατος in Cyprus, 

uzņēmumu ienākuma nodoklis in Latvia, 

pelno mokestis in Lithuania, 

– 

impôt sur le revenu des collectivités in Luxembourg, 

(cid:208) 90/435/EEC Art. 2(c) 
ninth indent 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

– 

– 

társasági adó, osztalékadó in Hungary, 

taxxa fuq l-income in Malta, 

– 

vennootschapsbelasting in the Netherlands, 

(cid:208) 90/435/EEC Art. 2(c) 
tenth indent 

EN 

16 

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– 

Körperschaftssteuer in Austria, 

(cid:208) 1994 Act of Accession Art. 29 
and Annex I, p. 196 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

– 

podatek dochodowy od osób prawnych in Poland, 

– 

imposto sobre o rendimento das pessoas colectivas in Portugal, 

(cid:208) 90/435/EEC Art. 2(c) 
eleventh indent 

– 

impozit pe profit in Romania 

davek od dobička pravnih oseb in Slovenia, 

daň z príjmov právnických osôb in Slovakia, 

– 

– 

– 

– 

yhteisöjen tulovero/inkomstskatten för samfund in Finland, 

statlig inkomstskatt in Sweden, 

(cid:208) 2006/98/EC Art. 1 and Annex 
pt. 7(a) 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

(cid:208) 1994 Act of Accession Art. 29 
and Annex I, p. 196 

– 

corporation tax in the United Kingdom. 

_____________ 

(cid:208) 90/435/EEC Art. 2(c) 
twelfth indent 

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(cid:207) 

ANNEX II 

Part A 

Repealed Directive with list of its successive amendments 
(referred to in Article 9) 

Council Directive 90/435/EEC 
(OJ L 225, 20.8.1990, p. 6) 

Point XI.B.I.3 of Annex I to the 1994 Act of Accession 
(OJ C 241, 29.8.1994, p. 196) 

Council Directive 2003/123/EC 
(OJ L 7, 13.1.2004, p. 41) 

Point  9.8  of  Annex  II  to  the  2003  Act  of  Accession
(OJ L 236, 23.9.2003, p. 555) 

Council Directive 2006/98/EC 
(OJ L 363, 20.12.2006, p. 129) 

Annex, point 7 only 

Part B 

List of time-limits for transposition into national law 
(referred to in Article 9) 

Directive 

Time-limit for transposition 

90/435/EEC 

2003/123/EC 

2006/98/EC 

31 December 1991 

1 January 2005 

1 January 2007 

_____________ 

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18 

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ANNEX III 

CORRELATION TABLE 

Directive 90/435/EEC 

This Directive 

Article 1(1) first to fourth indents 

Article 1(1)(a) to (d) 

Article 1(2) 

Article 1(2) 

Article  2(1)  first  part  of  the  introductory 
phrase 

Article 2 introductory phrase  

Article  2(1)  second  part  of  the  introductory 
phrase 

Article 2(a), introductory phrase 

Article 2(1) (a) 

Article 2(1) (b) 

Article  2(1)  (c)  introductory  phrase  of  the 
first subparagraph and second subparagraph  

Article 2(a) (i) 

Article 2(a) (ii) 

Article 2(a) (iii) 

Article  2(1)(c),  first  subparagraph,  first  to 
twenty-seventh indents 

Annex I, Part B, first to 
twenty-seventh indents 

Article 2(2) 

Article 2(b) 

Article 3(1) introductory phrase 

Article 3(1), introductory phrase 

Article  3(1)(a)  first  subparagraph, 
words 

initial 

Article 3(1)(a), introductory phrase 

Article 3(1)(a) first subparagraph, final words  Article 3(1)(a)(i) 

Article 3(1)(a) second subparagraph 

Article 3(1)(a)(ii) 

Article 3(1)(a) third subparagraph 

Article 3(1)(a) fourth subparagraph 

___ 

___ 

Article 3(1)(b) 

Article 3(1)(b) 

Article 3(2) first and second indents 

Article 3 (2)(a) and (b) 

Article 4(1) first and second indents 

Article 4(1)(a) and (b) 

Article 4(1a) 

Article 4(2) 

Article 4(2) first sentence 

Article 4(3) first subparagraph 

Article 4(2) second sentence 

Article 4(3) second subparagraph 

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Article 4(3) first subparagraph 

Article 4(3) second subparagraph 

Article 4(4) 

Article 4(5) 

Articles 5, 6 and 7 

Articles 5, 6 and 7 

Article 8(1) 

Article 8(2) 

___ 

___ 

Article 9 

Annex 

___ 

___ 

___ 

Article 8 

Article 9 

Article 10 

Article 11 

Annex I, Part A 

Annex II 

Annex III 

_____________ 

EN 

20 

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