value the transferred assets and liabilities at their book value recorded by the transferring company as at the time of merger or division;

assume one of the forms to which the common system of taxation applies which is applicable to mergers, divisions, transfers of assets and exchange of equity holdings in the companies from different EU Member States, and which are laid down by the minister responsible for finance;

where the transferring company is resident in an EU Member State other than Slovenia and the receiving company is resident in Slovenia, provided that the transferred assets, liabilities, provisions, reserves and losses do not, after the merger or division, belong to the receiving company` s place of establishment outside Slovenia.

(1) If the transferring company is resident in Slovenia and the receiving company is resident in an EU Member State other than Slovenia, and if the merger or division involves the transfer of activities representing a place of establishment in an EU Member State other than Slovenia, point 1 of Article 42, points 1 and 2 of Article 44 and Article 46 of this Act shall not apply, and the transferring company shall have the right to a tax deduction, which is a result of the merger or division, which the EU Member State concerned would charge as a result of the merger or division in question, if the regulation were not introduced regarding the common system of taxation applicable to mergers, divisions, transfers of assets and exchange of equity holdings in the companies from different EU Member States.

are subject to one of the taxes with regard to which the common system of taxation applies which is applicable to mergers, divisions, transfers of assets and exchange of equity holdings in the companies from different EU Member States, and which are laid down by the minister responsible for finance.

where the receiving company is resident in an EU Member State other than Slovenia and the transferring company is resident either in Slovenia or in another EU Member State, provided that the transferred assets, liabilities, provisions, reserves and losses do, after the merger or division, belong to the receiving company` s place of establishment in Slovenia.

assume one of the forms to which the common system of taxation applies which is applicable to mergers, divisions, transfers of assets and exchange of equity holdings in the companies from different EU Member States other than persons set up subject to the law of Slovenia, and which are laid down by the minister responsible for finance;

(2) A partner of the transferring company referred to in point 1 of Article 42 of this Act who, during a merger or division, exchanges the securities of the transferring company for the securities of the receiving company shall not be subject to the tax relating to the profit or loss generated by alienating the securities of the transferring company, unless he receives a cash payment, provided that:

For the purpose of taxation applicable to transfers of activities, taxation applicable to exchanges of equity holdings, and taxation applicable to mergers and divisions subject to Articles 30 to 47 of this Act, the provisions relating to the transfers of securities representing a share in the capital shall also apply to the companies, such as limited liability companies, whose capital is not accounted for by securities.

If the transferring company is resident in Slovenia and the receiving company is resident in an EU Member State other than Slovenia, Article 31 of this Act and Article 33 of this Act shall not apply to the transfer of one or several activities representing one or several places of establishment located in an EU Member State other than Slovenia, and the transferring company shall have the right to a tax deduction, which is a result of the transfer, which the EU Member State concerned would charge as a result of the transfer in question, if the regulation were not introduced regarding the common system of taxation applicable to mergers, divisions, transfers of assets and exchange of equity holdings in the companies from different EU Member States.

Paragraphs 1, 2 and 3 shall not prevent a Member State from taking into account when taxing shareholders any cash payment that may be made on the merger, division or exchange.

Each Member State shall apply this Directive to mergers, divisions, transfers of assets and exchanges of shares in which companies from two or more Member States are involved.

COUNCIL DIRECTIVE 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 (90/434/EEC)

transferred assets and liabilities: those assets and liabilities of the transferring company which, in consequence of the merger or division, are effectively connected with a permanent establishment of the receiving company in the Member State of the transferring company and play a part in generating the profits or losses taken into account for tax purposes.

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 (OJ L 225, 20.8.1990, p. 1), as amended by:

Whereas mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States may be necessary in order to create within the Community conditions analogous to those of an internal market and in order thus to ensure the establishment and effective functioning of the common market;

The Member States shall make the application of paragraph 1 conditional upon the receiving company's computing any new depreciation and any gains or losses in respect of the assets and liabilities transferred according to the rules that would have applied to the transferring company or companies if the merger or division had not taken place.

By way of derogation from paragraph 1, where the Member State of the transferring company applies a system of taxing world-wide profits, that Member State shall have the right to tax any profits or capital gains of the permanent establishment resulting from the merger, division or transfer of assets, on condition that it gives relief for the tax that, but for the provisions of this Directive, would have been charged on those profits or capital gains in the Member State in which that permanent establishment is situated, in the same way and in the same amount as it would have done if that tax had actually been charged and paid.

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

Whereas, in addition, in so far as the said Agreement affects 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 ( fn ), and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States ( fn ), which are based on Article 94 of the Treaty establishing the European Community, that Article should be used as a legal basis;

Whereas, in addition, insofar as the said Agreement affects 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 (4), and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (5), which are based on Article 100 of the Treaty establishing the European Community, that Article should be used as a legal basis;

Whereas, in addition, insofar as the said Agreement affects 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 ( fn ), and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States ( fn ), which are based on Article 100 of the Treaty establishing the European Community, that Article should be used as a legal basis;

Whereas the use of Article 100 of the Treaty as a legal base for this Decision is justified also by the fact that the aforementioned commitments on basic telecommunications services are likely to affect 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 and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States, which are based on Article 100 of the Treaty;

In so far as this Directive refers to Directive 78/855/EEC, the expression "merging companies" shall mean "the companies involved in a division", the expression "company being acquired" shall mean "the company being divided", the expression "acquiring company" shall mean "each of the recipient companies" and the expression "draft terms of merger" shall mean "draft terms of division".

Whereas, in particular, the use of Article 100 of the Treaty as a legal base for this Decision is justified to the extent that the aforementioned commitments on financial services affect 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 (4) and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (5), which are based on Article 100 of the Treaty;

Whereas, in addition, in so far as the said Agreement affects 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(3), and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Members States(4), which are based on Article 94 of the Treaty establishing the European Community, that Article should be used as a legal basis;

Whereas, in addition, insofar as the said Agreement affects 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(3), and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States(4), which are based on Article 94 of the Treaty establishing the European Community, that Article should be used as a legal basis;

Whereas, in addition, in so far as the said Agreement affects 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(3), and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States(4), which are based on Article 100 of the Treaty establishing the European Community, that Article should be used as a legal basis;

Whereas, in addition, insofar as the said Agreement affects 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 (4), and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (5), which are based on Article 100 of the Treaty establishing the European Community, that Article should be used as a legal basis; Whereas certain provisions of the said Agreement impose on the Community obligations in the field of the provision of services which go beyond the crossborder framework;

Whereas, in particular, the use of Articles 100 and 235 of the Treaty as legal bases for this Decision is justified to the extent that the Agreement establishing the World Trade Organization, including the Annexes thereto, affects 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 (1), Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (2), which are based on Article 100 of the Treaty, and Council Regulation (EC) No 40/94 of 20 December 1993 on the Community trade mark (3), which is based on Article 235 of the Treaty;

Whereas the use of Article 100 of the Treaty as a legal base for this Decision is justified also by the fact that the aforementioned commitments on basic telecommunications services are likely to affect 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 (4) and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (5), which are based on Article 100 of the Treaty;

Whereas, in particular, the use of Article 100 of the Treaty as a legal base for this Decision is justified to the extent that the aforementioned commitments on financial services affect 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 and Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States, which are based on Article 100 of the Treaty;