# C_2022326EN.01000701.xml

| 29.8.2022 | EN | Official Journal of the European Union | C 326/7 |
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29.8.2022

EN

Official Journal of the European Union

C 326/7

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Request for a preliminary ruling from the Fővárosi Törvényszék (Hungary) lodged on 12 May 2022 — GE Infrastructure Hungary Holding Kft. v Nemzeti Adó- és Vámhivatal Fellebbviteli Igazgatósága

(Case C-318/22)

(2022/C 326/10)

Language of the case: Hungarian

Referring court

Fővárosi Törvényszék

Parties to the main proceedings

Applicant: GE Infrastructure Hungary Holding Kft.

Defendant: Nemzeti Adó- és Vámhivatal Fellebbviteli Igazgatósága

Questions referred

| 1. | Must Council Directive 2009/133/EC (1) of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office of an SE or SCE between Member States (‘the Directive’) be interpreted as meaning that compatibility with recital 2 and Article 1(a) thereof is maintained by national legislation (or a provision of national law), or the interpretation and application in practice of such national legislation (or such a provision of national law), pursuant to which the Directive is held not to apply to intra-State business conversions but only to international and cross-border business conversions, in circumstances in which the provisions of the Directive were transposed by the a társasági adóról és osztalékadóról szóló 1996. évi LXXXI. törvény (Law LXXXI of 1996 on corporation tax and tax on dividends; ‘the Law on corporation tax’) in such a way that, although [EU] law does not directly govern that matter, the national legislature provided in Article 31(1)(a) of that Law that the purpose of the latter was to align the legislation so enacted with acts of EU law, including the Directive? |
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1.

Must Council Directive 2009/133/EC (1) of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office of an SE or SCE between Member States (‘the Directive’) be interpreted as meaning that compatibility with recital 2 and Article 1(a) thereof is maintained by national legislation (or a provision of national law), or the interpretation and application in practice of such national legislation (or such a provision of national law), pursuant to which the Directive is held not to apply to intra-State business conversions but only to international and cross-border business conversions, in circumstances in which the provisions of the Directive were transposed by the a társasági adóról és osztalékadóról szóló 1996. évi LXXXI. törvény (Law LXXXI of 1996 on corporation tax and tax on dividends; ‘the Law on corporation tax’) in such a way that, although [EU] law does not directly govern that matter, the national legislature provided in Article 31(1)(a) of that Law that the purpose of the latter was to align the legislation so enacted with acts of EU law, including the Directive?

| 2. | Must Article 8(2) of the Directive be interpreted as meaning that compatibility with that provision is maintained by national legislation (or a provision of national law), or the interpretation and application in practice of such legislation (or such a provision), whereby, in the context of a partial division of undertakings resident in a single Member State, the shareholder of the transferring company is obliged to reduce the nominal value of his holding in the transferring company (the subscribed capital of the transferring company) in order to reduce the book value of his holding (his shares) in the transferring company, the tax administration requiring that reduction as a precondition of eligibility for the tax treatment provided for in Article 8(2) of the Directive, even in the case where the partial division entails losses for the shareholder of the transferring company? |
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2.

Must Article 8(2) of the Directive be interpreted as meaning that compatibility with that provision is maintained by national legislation (or a provision of national law), or the interpretation and application in practice of such legislation (or such a provision), whereby, in the context of a partial division of undertakings resident in a single Member State, the shareholder of the transferring company is obliged to reduce the nominal value of his holding in the transferring company (the subscribed capital of the transferring company) in order to reduce the book value of his holding (his shares) in the transferring company, the tax administration requiring that reduction as a precondition of eligibility for the tax treatment provided for in Article 8(2) of the Directive, even in the case where the partial division entails losses for the shareholder of the transferring company?

| 3. | Must Article 8(2) of the Directive be interpreted as meaning that compatibility with the rule set out therein is maintained by national legislation (or a provision of national law), or the interpretation and application in practice of such legislation (or such a provision of national law), whereby the treatment for corporation tax purposes envisaged in that rule is not applicable to a partial division if the transferring company concerned is a single-member commercial company, that is to say if, as a result of the partial division, the founder of the transferring company retains his 100 % holding in that company unchanged, or there is no change to the subscribed capital of the transferring commercial company? |
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3.

Must Article 8(2) of the Directive be interpreted as meaning that compatibility with the rule set out therein is maintained by national legislation (or a provision of national law), or the interpretation and application in practice of such legislation (or such a provision of national law), whereby the treatment for corporation tax purposes envisaged in that rule is not applicable to a partial division if the transferring company concerned is a single-member commercial company, that is to say if, as a result of the partial division, the founder of the transferring company retains his 100 % holding in that company unchanged, or there is no change to the subscribed capital of the transferring commercial company?

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(1)  OJ 2009 L 310, p. 34.

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