CELEX: 51993PC0293(01)
Language: en
Date: 1993-07-26
Title: Proposal for a Council Directive amending Directive 90/434/EEC of 23 July 1990 on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States

20 . 8 . 93                                 Official Journal of the European Communities                               No C 225 / 3
                                                                   II
                                                           (Preparatory Acts)
                                                      COMMISSION
             Proposal for a Council Regulation (EEC) amending Council Regulation (EEC) No 302/93 on
                 the establishment of the European Monitoring Centre for Drugs and Drug Addiction
                                                             (93 /C 225 /04)
                                                          COM(93) 299 final
                                            (Submitted by the Commission on 23 July 1993)
THE COUNCIL OF THE EUROPEAN COMMUNITIES ,                               Whereas Article 1 1 of the Regulation which concerns the
                                                                        financial provisions of the Centre should be amended to
                                                                        take account of this requirement for harmonization,
Having regard to the Treaty establishing the European
Economic Community, and in particular Article 235
thereof,                                                                HAS ADOPTED THIS REGULATION :
                                                                                                 Article 1
Having regard to the proposal from the Commission,
                                                                       Article 11 ( 12) of Council Regulation (EEC) No 302 /93
                                                                        shall be replaced by the following :
Having regard to the opinion of the European
Parliament,                                                                 * 12 . After the    Commission     and the Court of
                                                                            Auditors have delivered their opinions, the
                                                                            management board shall adopt the internal financial
Whereas the Council adopted Regulation (EEC) No
302/93 of 8 February 1993 (*) on the establishment of
                                                                            provisions specifying, in particular, the detailed rules
the European Monitoring Centre for Drugs and Drug                           for establishing and implementing the Centre's
Addiction,
                                                                            budget.'
                                                                                                 Article 2
Whereas the budgetary and financial provisions relating
to such decentralized Community bodies should be                       This Regulation shall come into force on the day
harmonized ;                                                            following the decision of the competent authorities on
                                                                       the seat of the Centre .
                                                                       This Regulation shall be binding in its entirety and
C) OJ No L 36 , 12 . 2 . 1993 , p. 1 .                                 directly applicable in all Member States.
             Proposal for a Council Directive amending Directive 90/434/EEC of 23 July 1990 on the
             common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of
                                       shares concerning companies of different Member States
                                                            (93 /C 225 /05)
                                                          COM(93) 293 final
                                            (Submitted by the Commission on 26 July 1993)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,                               Having regard to the proposal from the Commission,
                                                                       Having regard to the opinion of the European
                                                                       Parliament,
Having regard to the Treaty establishing the European
Economic Community, and in particular Article 100                      Having regard to the opinion of the Economic and
thereof,                                                               Social Committee,
 ---pagebreak--- No C 225 / 4                             Official Journal of the European Communities                                  20 . 8 . 93
Whereas Article 3 of Council Directive 90/434/EEC ( )                   (b) moreover, is subject to one of the following
defines the companies falling within its scope ;                             taxes, without being exempt :
                                                                             — impót des societes/vennootschapsbelasting in
                                                                                 Belgium,
Whereas that Article does not list all the forms of enter­                   — selskabsskat in Denmark,
prises resident in a Member State and subject to                             — Korperschaftsteuer in the Federal Republic of
corporation tax in a Member State ;                                              Germany,
                                                                             — φόρος εισοδήματος νομικών προσώπων κερδο­
                                                                                 σκοπικού χαρακτήρα in Greece,
Whereas the Directive should apply to all enterprises
which can carry out cross-border activities in the                           —   impuesto sobre sociedades in Spain,
Community and which are subject to corporation tax in                        —   impot sur les societes in France,
a Member State ;
                                                                             —   corporation tax in Ireland,
                                                                             —   imposta sul reddito delle persone giuridiche in
                                                                                 Italy,
Whereas it is necessary to make the concept of 'holding'
in Article 7 of the Directive consistent with that of                        — impôt sur le revenu des collectivités in
'minimum          holding'      in      Council      Directive                   Luxembourg,
90 /435 /EEC (2);                                                            — vennootschapsbelasting in the Netherlands,
                                                                             — imposto sobre o rendimento das pessoas
                                                                                 colectivas in Portugal,
Whereas the most effective means of making the scope                         — corporation tax in the United Kingdom,
of Directive 90 /434 /EEC more uniform is to bring in a
directive ensuring that the firms concerned will be more                     or to a tax which is identical or fundamentally
certain of being able to benefit from Directive                              similar to one of the above taxes and which is
90 /434/EEC,                                                                 subsequently levied in addition to or in place of
                                                                             that tax.'
                                                                                               Article 2
HAS ADOPTED THIS DIRECTIVE :
                                                                   Article 7 (2) of Directive 90/434/EEC is hereby replaced
                                                                   by the following :
                                                                        '2 . The Member States may derogate from
                           Article 1                                    paragraph 1 where the receiving company's holding
Article 3 of Directive 90/434/EEC is hereby replaced by                 in the capital of the transferring company does not
the following :
                                                                        confer on it the status of parent company under the
                                                                        national provisions adopted pursuant to Article 3 ( 1 )
                                                                        (a) of Directive 90 /435 /EEC.'
    'Article 3                                                                                 Article 3
                                                                    1 . Member States shall bring into force the laws,
    For the purposes of this Directive, "company of a              regulations and administrative provisions necessary to
    Member State" shall mean any entity which :                    comply with this Directive not later than 1 January 1994
                                                                    and shall forthwith inform the Commission thereof.
                                                                   When the Member States adopt such provisions, the
                                                                    latter shall contain a reference to this Directive or shall
    (a) according to the tax laws of a Member State is
          considered to be resident in that State for tax          be accompanied by such a reference when they are
          purposes and, under the terms of a double                 officially published. The arrangements for such a
          taxation agreement concluded with a third State,          reference shall be determined by the Member States .
          is not considered to be resident for tax purposes         2.     Member       States  shall    communicate    to     the
        . outside the Community;                                    Commission the texts of the main provisions of national
                                                                    law which they adopt in the field covered by this
                                                                    Directive .
                                                                                               Article 4
O OJ No L 225 , 20 . 8 . 1990 , p . 1 .
O OJ No L 225 , 20 . 8 . 1990 , p. 6 .                             This Directive is addressed to the Member States .