THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty on the Functioning of the European Union, and in particular Article 115 thereof,

Having regard to the proposal from the European Commission,

After transmission of the draft legislative act to the national parliaments,

Having regard to the opinion of the European Parliament [Opinion delivered on 4 May 2011 (not yet published in the Official Journal).],

Having regard to the opinion of the European Economic and Social Committee [OJ C 107, 6.4.2011, p. 73.],

Acting in accordance with a special legislative procedure,

Whereas:

(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 [OJ L 225, 20.8.1990, p. 6.] has been substantially amended several times [See Annex II, Part A.]. Since further amendments are to be made, it should be recast in the interests of clarity.

(2) In the light of the judgment of the Court of Justice of 6 May 2008 in Case C-133/06 [[2008] ECR I-03189.], it is considered necessary to redraft the wording of the second subparagraph of Article 4(3) of Directive 90/435/EEC, for the purpose of clarifying that the rules referred to therein are adopted by the Council acting in accordance with the procedure provided for in the Treaty. It is furthermore appropriate to update the Annexes to that Directive.