council direct ec februari amend direct eec common system taxat applic merger divis transfer asset exchang share compani member state council european union regard treati establish european commun articl thereof regard propos commiss regard opinion european parliament regard opinion european econom social committe direct eec introduc common rule applic busi restructur neutral point view competit object direct eec taxat incom profit capit gain busi reorganis defer member state tax right safeguard aim direct eec elimin obstacl function intern market doubl taxat fulli achiev provis direct member state measur achiev aim experi gain implement direct eec januari demonstr wai direct improv benefici effect common rule adopt extend octob council adopt regul ec statut european compani se direct ec supplement statut european compani regard involv employe similarli juli council adopt regul ec statut european cooper societi sce direct ec supplement statut european cooper societi regard involv employe import featur instrument se sce transfer respect regist offic member state dissolv liquid transfer regist offic mean exercis freedom establish provid articl treati asset transfer compani sharehold deriv incom profit capit gain compani decis reorganis busi transfer regist offic hamper discriminatori tax rule restrict disadvantag distort aris nation tax legisl contrari commun law transfer regist offic se sce member state lead se sce ceas resid member state tax resid se sce continu determin nation legisl tax treati transfer regist offic compani event connect transfer bring chang tax resid give rise form taxat member state offic transfer taxat occur case transfer regist offic event connect transfer lead chang tax resid order deal eventu se sce concern number rule introduc direct eec case transfer regist offic asset se sce remain effect connect perman establish belong se sce situat member state regist offic transfer perman establish enjoi benefit similar provid articl direct eec articl concern tax exempt provis reserv loss accord treati principl taxat sharehold occas transfer regist offic exclud regard oblig member state treati measur abolish doubl taxat stage establish common rule govern tax resid se sce direct eec deal loss perman establish member state recognis member state resid se sce regist offic se sce transfer member state transfer prevent member state resid reinstat loss perman establish due time direct eec cover type divis compani transfer branch activ dissolv articl direct extend cover case articl direct eec defin compani fall scope annex thereto list form compani direct appli form compani list annex resid tax purpos member state subject corpor tax light experi appear unjustifi lacuna scope direct extend cover entiti carri cross border activ commun meet relev requir se public limit liabil compani sce cooper societi similar natur form compani cover direct eec se sce ad list set annex direct eec compani includ list annex direct corpor taxpay member state resid consid fiscal transpar member state order benefit direct eec effect member state treat resid corpor taxpay fiscal transpar appli benefit direct differ tax treatment member state corpor taxpay member state option appli relev provis direct tax direct indirect sharehold taxpay sharehold compani enter transact govern direct eec treat fiscal transpar person interest sharehold suffer taxat occas restructur transact doubt exist applic direct eec convers branch subsidiari oper asset connect perman establish constitut quot branch activ quot defin articl direct eec transfer newli set compani subsidiari transfer compani made clear transact transfer asset compani member state perman establish locat member state compani member state cover direct current definit quot exchang share quot articl direct eec state term encompass acquisit grant simpl major vote right uncommon compani statut vote rule draft acquisit need acquir obtain complet control target compani definit quot exchang share quot amend state term cover acquisit case merger divis receiv compani deriv gain differ asset liabil receiv share held transfer compani annul oper articl direct eec exempt capit gain profit deriv easili form distribut profit transfer compani exempt council direct eec juli common system taxat applic case parent compani subsidiari member state object direct eec direct eec coincid regard issu condit requir direct eec amend assimil requir direct eec account lower sharehold threshold includ direct extens direct eec includ partial divis transfer regist offic se sce scope provis counter tax avoid tax evas amend direct eec amend adopt direct articl direct eec amend titl replac quot council direct eec juli common system taxat applic merger divis partial divis transfer asset exchang share compani member state transfer regist offic se sce member state quot articl replac quot articl member state appli direct merger divis partial divis transfer asset exchang share compani member state involv transfer regist offic member state member state european compani societa europaea se establish council regul ec octob statut european compani se european cooper societi sce establish council regul ec juli statut european cooper societi sce articl amend paragraph ad quot quot partial divis quot oper compani transfer dissolv branch activ exist compani leav branch activ transfer compani exchang pro rata issu sharehold secur repres capit compani receiv asset liabil applic cash payment exceed nomin absenc nomin account par secur quot paragraph replac quot quot exchang share quot oper compani acquir hold capit compani obtain major vote right compani hold major acquir hold exchang issu sharehold compani exchang secur secur repres capit compani applic cash payment exceed nomin absenc nomin account par secur issu exchang quot paragraph ad quot quot transfer regist offic quot oper se sce wind creat legal person transfer regist offic member state member state quot eighth indent articl respect itali replac quot imposta sul reddito dell società itali quot head titl ii replac quot titl ii rule applic merger divis partial divis exchang share quot articl replac quot articl merger divis partial divis give rise taxat capit gain calcul refer differ real valu asset liabil transfer valu tax purpos purpos articl definit appli quot tax purpos quot basi gain loss comput purpos tax incom profit capit gain transfer compani asset liabil sold time merger divis partial divis independ quot transfer asset liabil quot asset liabil transfer compani consequ merger divis partial divis effect connect perman establish receiv compani member state transfer compani plai part gener profit loss account tax purpos paragraph appli member state consid resid transfer compani fiscal transpar basi state assess legal characterist compani aris law constitut tax sharehold share profit transfer compani profit aris state tax incom profit capit gain calcul refer differ real valu asset liabil transfer valu tax purpos paragraph appli receiv compani comput depreci gain loss respect asset liabil transfer rule appli transfer compani compani merger divis partial divis place law member state transfer compani receiv compani entitl depreci gain loss respect asset liabil transfer comput basi set paragraph paragraph appli asset liabil respect option exercis quot articl replac quot articl extent oper refer articl paragraph effect compani member state transfer compani member state appli provis allow receiv compani loss transfer compani exhaust tax purpos extend provis cover loss receiv compani perman establish situat territori quot articl paragraph replac quot member state derog paragraph receiv compani hold capit transfer compani januari minimum hold percentag januari minimum hold percentag quot articl replac quot articl merger divis exchang share allot secur repres capit receiv acquir compani sharehold transfer acquir compani exchang secur repres capit compani give rise taxat incom profit capit gain sharehold partial divis allot sharehold transfer compani secur repres capit receiv compani give rise taxat incom profit capit gain sharehold member state consid sharehold fiscal transpar basi state assess legal characterist sharehold aris law constitut tax person interest sharehold share profit sharehold profit aris state tax person incom profit capit gain allot secur repres capit receiv acquir compani sharehold paragraph appli sharehold attribut secur receiv tax purpos higher secur exchang immedi merger divis exchang share paragraph appli sharehold attribut sum secur receiv held transfer compani tax purpos higher secur held transfer compani immedi partial divis applic paragraph prevent member state tax gain aris subsequ transfer secur receiv gain aris transfer secur exist acquisit articl express quot tax purpos quot mean basi gain loss comput purpos tax incom profit capit gain sharehold compani law member state resid sharehold opt tax treatment set paragraph paragraph appli secur respect option exercis paragraph prevent member state take account tax sharehold cash payment made merger divis partial divis exchang share quot articl replac quot articl asset transfer merger divis partial divis transfer asset includ perman establish transfer compani situat member state transfer compani member state transfer compani renounc tax perman establish member state transfer compani reinstat taxabl profit compani loss perman establish previous set taxabl profit compani state recov member state perman establish situat member state receiv compani appli provis direct transfer member state perman establish situat member state transfer compani provis appli case perman establish situat member state receiv compani resid derog paragraph member state transfer compani appli system tax worldwid profit member state tax profit capit gain perman establish result merger divis partial divis transfer asset condit relief tax provis direct charg profit capit gain member state perman establish situat amount tax charg paid quot titl insert quot titl iva special case transpar entiti articl member state consid resid transfer acquir compani fiscal transpar basi state assess legal characterist compani aris law constitut appli provis direct tax direct indirect sharehold compani respect incom profit capit gain compani member state exercis refer paragraph give relief tax provis direct charg fiscal transpar compani incom profit capit gain amount state tax charg paid member state consid resid receiv acquir compani fiscal transpar basi state assess legal characterist compani aris law constitut appli articl paragraph member state consid resid receiv compani fiscal transpar basi state assess legal characterist compani aris law constitut member state appli direct indirect sharehold treatment tax purpos receiv compani resid member state quot titl insert quot titl ivb rule applic transfer regist offic se sce articl se sce transfer regist offic member state member state connect transfer regist offic member state member state se sce resid member state ceas resid member state resid member state transfer regist offic cessat resid give rise taxat capit gain calcul accord articl member state regist offic transfer deriv asset liabil se sce consequ remain effect connect perman establish se sce member state regist offic transfer plai part gener profit loss account tax purpos paragraph appli se sce comput depreci gain loss respect asset liabil remain effect connect perman establish transfer regist offic place se sce ceas tax resid law member state se sce entitl depreci gain loss respect asset liabil remain member state comput basi set paragraph paragraph appli asset liabil respect option exercis articl se sce transfer regist offic member state member state connect transfer regist offic member state member state se sce resid member state ceas resid member state resid member state member state measur ensur provis reserv properli constitut se sce transfer regist offic partli wholli exempt tax deriv perman establish abroad provis reserv carri tax exempt perman establish se sce situat territori member state regist offic transfer extent compani transfer regist offic territori member state allow carri forward carri back loss exhaust tax purpos member state perman establish situat territori se sce transfer regist offic loss se sce exhaust tax purpos provid loss carri forward carri back compar circumst compani continu regist offic continu tax resid member state articl transfer regist offic se sce give rise taxat incom profit capit gain sharehold applic paragraph prevent member state tax gain aris subsequ transfer secur repres capit se sce transfer regist offic quot articl paragraph replac quot member state refus appli withdraw benefit part provis titl ii iii iv ivb appear merger divis partial divis transfer asset exchang share transfer regist offic se sce princip object princip object tax evas tax avoid fact oper refer articl carri valid commerci reason restructur rationalis activ compani particip oper constitut presumpt oper tax evas tax avoid princip object princip object result compani particip oper longer fulfil condit represent employe compani organ arrang forc prior oper quot annex replac text annex direct articl member state bring forc law regul administr provis compli provis direct transfer regist offic se sce entri annex direct januari member state forthwith commun commiss text provis correl tabl provis direct member state adopt measur refer direct accompani refer occas offici public method make refer laid member state member state bring forc law regul administr provis compli direct provis refer paragraph januari member state forthwith commun commiss text provis correl tabl provis direct member state adopt measur refer direct accompani refer occas offici public method make refer laid member state member state commun commiss text main provis nation law adopt field cover direct articl direct address member state brussel februari council presid juncker opinion deliv march publish offici journal oj oj direct amend act access oj regul amend regul ec oj oj oj regul amend decis eea joint committe oj oj oj direct amend direct ec oj oj regul amend regul ec oj oj regul amend decis eea joint committe oj quot annex