Article 3 — Definitions

1. For the purposes of this Directive, the following definitions apply: (1) excess withholding tax means the difference between the amount of withholding tax levied by a Member State on payments to non-resident owners of dividends or interest from securities by applying the general domestic rate and the lower amount of withholding tax applicable by that Member State on the same dividends or interest in accordance with a double tax treaty or specific national rules, as the case may be; (2) publicly traded share means a share admitted to trading on a regulated market or traded on a multilateral trading facility; (3) publicly traded bond means a bond admitted to trading on a regulated market, or traded on a multilateral trading facility or on an organised trading facility; (4) financial intermediary means any of the following which is part of the securities payment chain between the entity issuing securities and the registered owner receiving payments on such securities: (a) a central securities depository as defined in Article 2(1) of Regulation (EU) No 909/2014 of the European Parliament and of the Council; (b) a credit institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013; (c) an investment firm; (d) a branch of any of the entities under points (a), (b) or (c); or (e) a third-country legal person that has been authorised under comparable legislation of a third country of residence to provide services comparable to those provided by any of the entities under points (a), (b) or (c), or a branch of such a third-country legal person; (5) certified financial intermediary means a financial intermediary that is registered with a national register as referred to in Article 5; (6) entity means a legal person or a legal arrangement, including but not limited to a corporation, partnership, trust or foundation; (7) collective investment undertaking means a UCITS, an EU AIF or an alternative investment fund managed by an EU AIFM, or any other collective investment vehicle that, based on the national rules of the source Member State or on a double tax treaty, is entitled to relief of excess withholding tax, or a collective investment vehicle of which the underlying investors are entitled to such relief that can be requested on their behalf, except such collective investment vehicles that are, or whose manager or depositary is, established in a third country listed in Annex I to the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes or in Table I of the Annex to Commission Delegated Regulation (EU) 2016/1675; (8) institution for occupational retirement provision means an institution for occupational retirement provision as defined in Article 6(1) of Directive (EU) 2016/2341; (9) EUID means the European unique identifier as referred to in Article 16 of Directive (EU) 2017/1132 of the European Parliament and of the Council; (10) tax identification number or TIN means the unique identifier for tax purposes of a registered owner in a Member State; (11) withholding tax relief procedure means a procedure whereby a registered owner receiving dividends or interest from securities that can be subject to excess withholding tax is relieved of, or receives a refund for, such excess withholding tax; (12) competent authority means the authority which has been designated by a Member State in accordance with Article 5 and includes any person authorised in accordance with national rules by such an authority to act on its behalf for the purposes of this Directive; (13) security means a publicly traded share or a publicly traded bond; (14) depositary receipts means financial instruments which are negotiable on the capital market of a Member State or a third country and which represent ownership of the securities of an issuer within the Union while being traded on a trading venue in a Member State or a third country and traded independently of the securities of the issuer; (15) large institution means a large institution as defined in Article 4(1), point (146), of Regulation (EU) No 575/2013; (16) group means a group as defined in Article 2(12) of Directive (EU) 2002/87/EC of the European Parliament and of the Council; (17) withholding tax agent means an entity that has the responsibility under or has been authorised in accordance with the national rules of the source Member State to deduct the withholding tax from the payment of dividends or interest from securities and to transfer such withholding tax to the tax authority of the source Member State; (18) record date means the date set by the issuer of a security on which the identity of the holder of that security and the rights derived therefrom shall be determined, based on the settled positions struck in the books of the financial intermediary by book-entry at the close of business; (19) settlement means the completion of a securities transaction where it is concluded with the aim of discharging the obligation of the parties to that transaction through the transfer of cash or securities or both, as defined in Article 2(1), point (7), of Regulation (EU) No 909/2014; (20) registered owner means any natural person or entity that is entitled to receive dividends or interest from securities subject to tax withheld at source in a Member State as the holder of the securities on the record date, without prejudice to the adjustments to transactions pending settlement that could be made in accordance with the national rules of the source Member State, and that is not a financial intermediary acting for the account of others with respect to those dividends or interest; (21) investment account means the account or accounts provided by financial intermediaries to registered owners via which their securities are held or registered; (22) cash account means the account or accounts to which the payments related to the securities held or registered in the investment account are made; (23) ex-dividend date means the date from which the shares are traded without the rights derived from the shares, including the right to participate and vote in a general meeting, where relevant; (24) payment date means the date on which the payment of the dividend of a publicly traded share or the interest of a publicly traded bond is due to the registered owner; (25) financial arrangement means any arrangement or series of arrangements, or any contractual obligation, whereby: (a) any part of the ownership of the publicly traded share on which a dividend is paid is, or could be, either permanently or temporarily transferred to a related or independent party; or (b) the dividend is fully or partly compensated between related or independent parties, in cash or in any other form; (26) securities payment chain means the sequence of financial intermediaries that handle the payment of dividends or interest on securities between the securities’ issuer and a registered owner to which dividends or interest from such securities are paid, and includes brokers that are investment firms authorised under Directive 2014/65/EU of the European Parliament and of the Council or that are credit institutions authorised under Directive 2013/36/EU of the European Parliament and of the Council, when providing one or more investment services or performing investment activities, as well as third-country legal persons authorised under comparable rules of a third country of residence when providing investment services or performing investment activities; (27) double tax treaty means an agreement or convention that applies between two or more jurisdictions and provides for the elimination of double taxation of income and where applicable, of capital; (28) source Member State means the Member State of residence of the issuer of the security paying dividends or interest; (29) quick refund system means a system whereby a payment of dividends or interest is made by taking into account the general domestic withholding tax rate followed by a request for a refund of the excess withholding tax within the timeframe set in Article 14; (30) relief-at-source system means a system whereby the appropriate withholding tax rate, in accordance with the applicable national rules or international agreements, such as the relevant double tax treaty, is applied at the moment of payment of dividends or interest; (31) comprehensive relief-at-source system means a relief-at-source system that is applied by a Member State and meets all of the following conditions: (a) it provides access to relief to any natural person or entity that is entitled to relief in accordance with the national rules of the source Member State or a double tax treaty, as applicable; (b) it provides relief to any natural person or entity under point (a) on the payment date, except in the case of a failure to report the information required by the Member State that applies such relief; (c) except in the circumstances as set out in Article 11(2), the Member State does not exclude requests for relief; (d) except in the circumstances as set out in Article 11(2), the Member State neither requires additional information from, nor imposes additional obligations on the natural person or entity entitled to relief, or on the financial intermediary other than the withholding tax agent, other than requiring the information and obligations provided for in Articles 12, 13, and 15, as applicable; (e) the Member State has laid down rules on liability for all or part of the loss of withholding tax revenue incurred by that Member State as a result of applying that relief-at-source system; and (f) the Member State has laid down rules on effective, proportionate and dissuasive penalties applicable to infringements of national provisions on that relief-at-source system; (32) market capitalisation means the total value of the publicly traded shares of companies whose shares are admitted to trading on a regulated market or on a multilateral trading facility, represented in a Member State as published on an annual basis by ESMA; (33) market capitalisation ratio means the ratio expressed as a percentage of the market capitalisation of a Member State on 31 December to the overall market capitalisation of the Union on 31 December, in a given year; (34) standard refund system means a system whereby a payment of dividends or interest is made taking into account the general domestic withholding tax rate followed by a request for a refund of the excess withholding tax not falling under the procedure set out in Article 14; (35) investment firm means an investment firm as defined in Article 4(1), point (1), of Directive 2014/65/EU; (36) UCITS means a UCITS as defined in Article 1(2) of Directive 2009/65/EC of the European Parliament and of the Council; (37) EU AIF means an EU AIF as defined in Article 4(1), point (k), of Directive 2011/61/EU of the European Parliament and of the Council; (38) EU AIFM means an EU AIFM as defined in Article 4(1), point (l), of Directive 2011/61/EU. 2. For the purposes of paragraph 1, points (2) and (3), of this Article, regulated market, multilateral trading facility and organised trading facility mean a regulated market, a multilateral trading facility and an organised trading facility as defined in Article 4(1), points (21), (22) and (23), of Directive 2014/65/EU, respectively. 3. For the purposes of paragraph 1, point (20), source Member States may consider, in accordance with their national rules, the holder of depositary receipts as the registered owner, instead of the holder of the underlying securities, as if the holder of depositary receipts had directly invested in those securities.