Keywords
Summary

Keywords

Tax provisions - Harmonisation of laws - Indirect taxes on the raising of capital - Capital duty levied on companies - Not applicable in the case of acquisition by a company which already owns all the securities of the companies acquired

(Council Directive 69/335, Arts 4(1)(c) and (d), 2(b) and 10(a), (b) and (c))

Summary

Directive 69/335 concerning indirect taxes on the raising of capital, as amended by Directive 85/303, does not preclude the levying of registration duty in respect of the acquisition of companies by a company which already holds all the shares in the companies acquired.

Such a transaction cannot be brought within one of the cases described in Article 4 of the Directive to which Article 10(a) and (b) thereof refer. It does not entail any increase in the share capital of the acquiring company or consideration in the form of rights of the same kind as those of members - such as voting rights, a share in the profits or a share in the surplus upon liquidation - and does not therefore fall within the scope of Article 4(1)(c) or (d) of the Directive. Nor is such a transaction covered by Article 4(2)(b) since any increase in the assets does not consist in the provision of services by a member. Furthermore, the prohibition, laid down in Article 10(c) of the Directive, on taxation in respect of registration or any other formality required before the commencement of business, to which a company may be subject by reason of its legal form, does not apply to such a registration duty.