Directive 90/434 / EEC (Merger Directive)
 Directive 90/434 / EEC |
|
|---|---|
| Title: | Council Directive 90/434 / EEC of 23 July 1990 on the common tax system for mergers, divisions, the transfer of parts of companies and the exchange of shares affecting companies in different Member States |
| Designation: (not official) |
Merger Directive |
| Scope: | EEA |
| Legal matter: | Tax law |
| Basis: | EEC Treaty , in particular [ http://data.europa.eu/eli/treaty/teec/art_100/sign Article 100] |
| Replaced by: | Directive 2009/133 / EC |
| Expiry: | December 14, 2009 |
| Reference: | OJ L 225 of 20.8.1990, pp. 1-5 |
| Full text |
Consolidated version (not official) basic version |
| Regulation has expired. | |
| Please note the information on the current version of legal acts of the European Union ! | |
The merger directive is an EC directive . It regulates the taxation of cross-border changes of ownership of companies and equity investments within the European Community .
requirements
The transferring and the acquiring company must be corporations based in two different member states of the European Union (meanwhile, the newly introduced SE is also benefiting). In order to obtain a deferment of taxation, the tax authorities , whose sphere of activity is being abandoned , must have access to the income finally obtained from hidden reserves. Another prerequisite is that employees continue to have guaranteed rights within the framework of employee participation .
Goals and legal consequences
In principle, a compulsion to release hidden reserves should be avoided in the event of a cross-border change of ownership. Taxation should only take place at the point in time at which a profit is realized through an actual sale from the company .
Original use cases are mergers , transfers , divisions and the exchange of shares between companies. As a result of changes, the regulations are also applicable to spin-offs, cross-border transfers and the conversion of permanent establishments into subsidiaries .
The aim of the directive is to simplify cross-border restructuring, especially within groups and holding structures .
Taxation rights are secured by linking the book value ; the shares received are also recognized at book value .
Implementation in German law
In Germany, the transfer and share swap were initially implemented within the framework of the Transformation Tax Act (§ 20 and § 23), as these are handled by way of individual legal succession . For the restructuring carried out by way of universal succession through merger and demerger, the implementation took place on December 12, 2006 within the framework of the SEStEG .
Web links
Individual references / sources
- ↑ To the content: Script ( Memento of the original from August 1, 2007 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. , there p. 80 ff., University of Erlangen , Chair Wolfram Scheffler
