Council 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 Basic information CELEX number: 31990L0434Official Journal: JOL_1990_225_R_0001_005 Form: DirectiveProcedure number: --Languages: bg cs da de el en et fi fr hu it lv lt mt nl pl pt ro sk sl es sv Dates Date of document: Date of publication: Date of effect: July 30, 1990 Entry into force - Date notif. Date of transposition: Date of end of validity: Modified by Modified by: Act concerning the conditions of accession of the Czech Republic, the Republic of Estonia, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania, the Republic of Hungary, the Republic of Malta, the Republic of Poland, the Republic of Slovenia and the Slovak Republic and the adjustments to the Treaties on which the European Union is founded - Annex II: List referred to in Article 20 of the Act of Accession - 9. Taxation
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detail ACT concerning the conditions of accession of the Kingdom of Norway, the Republic of Austria, the Republic of Finland and the Kingdom of Sweden and the adjustments to the Treaties on which the European Union is founded, ANNEX I - List referred to in Article 29 of the Act of Accession - XI. INTERNAL MARKET AND FINANCIAL SERVICES - B. DIRECT TAXATION, INSURANCE AND CREDIT INSTITUTIONS - I. DIRECT TAXATION
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detail Council Directive 2005/19/EC of 17 February 2005 amending Directive 90/434/EEC 1990 on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States
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detail Council Directive 2006/98/EC of 20 November 2006 adapting certain Directives in the field of taxation, by reason of the accession of Bulgaria and Romania
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detail Repealed by: Modifies Affected by case Judgment of the Court of 17 July 1997. A. Leur-Bloem v Inspecteur der Belastingdienst/Ondernemingen Amsterdam 2. Reference for a preliminary ruling: Gerechtshof Amsterdam - Netherlands. Article 177 - Jurisdiction of the Court - National legislation adopting Community provisions - Transposition - Directive 90/434/EEC - Merger by exchange of shares - Tax evasion or avoidance. Case C-28/95. Judgment of the Court (First Chamber) of 11 December 2008. A.T. v Finanzamt Stuttgart-Körperschaften. Reference for a preliminary ruling: Bundesfinanzhof - Germany. Directive 90/434/EEC - Cross-border exchange of shares - Fiscal neutrality - Conditions - Articles 43 EC and 56 EC - Legislation of a Member State making the continued use of the book value of the shares transferred in exchange for the new shares received, and therefore the fiscal neutrality of the transfer, conditional on the carryover of that value in the tax balance sheet of the acquiring foreign company - Compatibility. Case C-285/07. Order of the Court (Eighth Chamber) of 15 July 2019. Galeria Parque Nascente-Exploração de Espaços Comerciais SA v Autoridade Tributária e Aduaneira. Request for a preliminary ruling from the Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa). Reference for a preliminary ruling — Article 99 of the Rules of Procedure of the Court — Common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States — Directive 90/434/EEC — Articles 4 and 11 — Directive 2009/133/EC — Articles 4 and 15 — So-called ‘reverse’ merger — Tax system leading to a situation whereby, in the event of a so-called ‘reverse’ merger, costs which are incurred by the parent company relating to a loan taken out by that parent company for the purchase of shares of the subsidiary acquiring the parent company and which are deductible for that parent company, are considered non-deductible for that subsidiary. Case C-438/18. Judgment of the Court (Eighth Chamber) of 18 September 2019. AQ and DN v Ministre de l'Action et des Comptes publics. Requests for a preliminary ruling from the Conseil d'État. References for a preliminary ruling — Direct taxation — Directive 90/434/EEC — Directive 2009/133/EC — Article 8 — Capital gains relating to exchange of securities transactions — Transfer of securities received at the time of the exchange — Capital gain on which tax has been deferred — Taxation of the shareholders — Taxation on the basis of different bases of assessment and rate rules — Reductions of the basis of assessment taking into account the period for which securities have been held. Joined Cases C-662/18 and C-672/18. Judgment of the Court (First Chamber) of 5 July 2007. Hans Markus Kofoed v Skatteministeriet. Reference for a preliminary ruling: Østre Landsret - Denmark. Directive 90/434/EEC - Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares - National decision to tax an exchange of shares - Exchange of shares - Distribution of a dividend shortly afterwards - Abuse of rights. Case C-321/05. Judgment of the Court (First Chamber) of 8 March 2017. Euro Park Service v Ministre des finances et des comptes publics. Request for a preliminary ruling from the Conseil d'État (France). Reference for a preliminary ruling — Direct taxation — Companies of different Member States — Common system of taxation — Merger by acquisition — Prior approval of the tax authority — Directive 90/434/EEC — Article 11(1)(a) — Tax evasion or avoidance — Freedom of establishment. Case C-14/16. Judgment of the Court (Fifth Chamber) of 10 November 2011. Foggia - Sociedade Gestora de Participações Sociais SA v Secretário de Estado dos Assuntos Fiscais. Reference for a preliminary ruling: Supremo Tribunal Administrativo - Portugal. Approximation of laws - Directive 90/434/EEC - Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States - Article 11(1)(a) - Valid commercial reasons - Restructuring or rationalisation of the activities of companies participating in operations - Definition. Case C-126/10. Judgment of the Court (Fifth Chamber) of 15 January 2002. Andersen og Jensen ApS v Skatteministeriet. Reference for a preliminary ruling: Vestre Landsret - Denmark. Approximation of laws - Directive 90/434/EEC - Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares - Transfer of assets or of a branch of activity - Meaning. Case C-43/00. Judgment of the Court (Fifth Chamber), 18 October 2012. Pelati d.o.o. v Republika Slovenija. Reference for a preliminary ruling from the Upravno sodišče Republike Slovenije. Approximation of laws – Directive 90/434/EEC – Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States – Article 11(1)(a) – National legislation under which authorisation must be obtained for the grant of tax advantages – Application for authorisation to be made at least 30 days before the proposed operation is effected. Case C-603/10. Case C-285/07: Judgment of the Court (First Chamber) of 11 December 2008 (reference for a preliminary ruling from the Bundesfinanzhof — Germany) — A.T. v Finanzamt Stuttgart-Körperschaften (Directive 90/434/EEC — Cross-border exchange of shares — Fiscal neutrality — Conditions — Articles 43 EC and 56 EC — Legislation of a Member State making the continued use of the book value of the shares transferred in exchange for the new shares received, and therefore the fiscal neutrality of the transfer, conditional on the carryover of that value in the tax balance sheet of the acquiring foreign company — Compatibility) {AR|http://publications.europa.eu/resource/authority/fd_370/AR} 8.1 {AR|http://publications.europa.eu/resource/authority/fd_370/AR} 8.2 Judgment of the Court (First Chamber), 19 December 2012. 3D I Srl v Agenzia delle Entrate — Ufficio di Cremona. Reference for a preliminary ruling from the Commissione tributaria regionale di Milano (Italy). Taxation — Directive 90/434/EEC — Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States — Articles 2, 4 and 9 — Transfer of assets — Taxation of the capital gains obtained by the transferring company at the time of the transfer of assets — Deferral of taxation — Requirement that a reserve fund for the suspended tax corresponding to the value of the capital gains obtained be carried over in the balance sheet of the transferring company. Case C‑207/11. Judgment of the Court (First Chamber) of 20 May 2010. Modehuis A. Zwijnenburg BV v Staatssecretaris van Financiën. Reference for a preliminary ruling: Hoge Raad der Nederlanden - Netherlands. Approximation of laws - Directive 90/434/EEC - Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States - Article 11(1)(a) - Whether applicable to transaction tax. Case C-352/08. Case C-352/08: Judgment of the Court (First Chamber) of 20 May 2010 (reference for a preliminary ruling from the Hoge Raad der Nederlanden — Netherlands) — Modehuis A. Zwijnenburg BV v Staatssecretaris van Financiën (Approximation of laws — Directive 90/434/EEC — Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States — Article 11(1)(a) — Whether applicable to transaction tax) {AR|http://publications.europa.eu/resource/authority/fd_370/AR} 11.1 PT A) Judgment of the Court (First Chamber) of 22 March 2018. Marc Jacob and Ministre des Finances et des Comptes publics v Ministre des Finances et des Comptes publics and Marc Lassus. Requests for a preliminary ruling from the Conseil d'État (France). Reference for a preliminary ruling — Direct taxation — Freedom of establishment — Mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States — Directive 90/434/EEC — Article 8 — Exchange of securities — Capital gains relating to that transaction — Deferred taxation — Capital losses upon the subsequent transfer of securities received — Tax competence of the State of residence — Difference in treatment — Justification — Preservation of the allocation of fiscal competence between Member States. Joined Cases C-327/16 and C-421/16. Case C-421/16: Request for a preliminary ruling from the Conseil d’État (France) lodged on 28 July 2016 — Ministre des finances et des comptes publics v Marc Lassus Case C-14/16: Request for a preliminary ruling from the Conseil d’État (France) lodged on 11 January 2016 — Euro Park Service, having assumed the rights and obligations of Cairnbulg Nanteuil v Ministre des finances et des comptes publics Case C-327/16: Request for a preliminary ruling from the Conseil d’État (France) lodged on 10 June 2016 — Marc Jacob v Ministre des finances et des comptes publics Legal basis TREATY ESTABLISHING THE EUROPEAN ECONOMIC COMMUNITY, PART THREE - POLICY OF THE COMMUNITY, TITLE I - COMMON RULES, CHAPTER 3: APPROXIMATION OF LAWS, ARTICLE 100 EuroVoc Vocabulary Demerger Tax system Corporation tax Company law Merger Share Organisation Taxation