4.3.2005 Official Journal of the European Union L 58/19 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 THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Community, and in particular Article 94 thereof, Having regard to the proposal from the Commission, Having regard to the opinion of the European Parliament (%), Having regard to the opinion of the European Economic and Social Committee (2), Whereas: (1)  Directive 90/434[EEC () introduced common rules applicable to business restructuring which are neutral from the point of view of competition. (2)  The objective of Directive 90/434/EEC is that taxation of the income, profits and capital gains from business reor- ganisations should be deferred and Member States taxing rights safeguarded. (3)  One of the aims of Directive 90/434/EEC is to eliminate obstacles to the functioning of the internal market, such as double taxation. In so far as this is not fully achieved by the provisions of that Directive, Member States should take the necessary measures to achieve this aim. (4)  The experience gained following implementation of Directive 90/434/EEC in January 1992 has demonstrated different ways in which the Directive can be improved and how the beneficial effects of the common rules as adopted in 1990 could be extended. (') Opinion delivered on 10 March 2004 (not yet published in the Official Journal). () 0] C 110, 30.4.2004, p. 30. () OJ L 225, 20.8.1990, p. 1. Directive as last amended by the 2003 Act of Accession. (5)  On 8 October 2001 the Council adopted Regulation (EC) No 2157/2001 on the Statute for a European Company (SE) () and Directive 2001/86/EC supplementing the Statute for a European company with regard to the invol- vement of employees (°). Similarly, on 22 July 2003 the Council adopted Regulation (EC) No 1435/2003 on the Statute for a European Cooperative Society (SCE) (®) and Directive 2003/72[EC supplementing the Statute for a European Cooperative Society with regard to the invol- vement of employees (). One of the most important features of these instruments is that both the SE and the SCE will be able to transfer their respective registered offices between Member States without being dissolved and going into liquidation. (6)  The transfer of the registered office is a means of exer- cising freedom of establishment as provided for in Articles 43 and 48 of the Treaty. No assets are trans- ferred and the company and its shareholders do not derive any income, profits or capital gains from it. The company decision to reorganise its business by trans- ferring its registered office should not be hampered by discriminatory tax rules or by restrictions, disadvantages or distortions arising from national tax legislation which is contrary to Community Law. The transfer of the registered office of an SE or an SCE from one Member State to another may not always lead to the SE or SCE ceasing to be resident in the first Member State. The tax residence of the SE or SCE continues to be determined by national legislation and tax treaties. (7)  The transfer of the registered office of a company, or an event connected with that transfer, that brings about a change in tax residence, may give rise to some form of taxation in the Member State from which the office is transferred. Taxation may also occur in a case where the transfer of the registered office, or an event connected with that transfer, does not lead to a change in tax residence. In order to deal with that eventuality as far as the SE or SCE is concerned, a number of new rules have been introduced into Directive 90/434/EEC. In a case where, following the transfer of the registered office, the assets of the SE or of the SCE remain effec- tively connected with a permanent establishment () OJ L 294, 10.11.2001, p. 1. Regulation as amended by Regulation (EQ) No 885/2004 (O] L 168, 1.5.2004, p. 1). () OJ L 294, 10.11.2001, p. 22. (6 OJ L 207, 18.8.2003, p. 1. Regulation as amended by Decision of the EEA Joint Committee No 15/2004 (O] L 116, 22.4.2004, p. 68). () OJ L 207, 18.8.2003, p. 25.