Judgment;Summary — ECLI:EU:T:2025:1062
Date: 2025-11-26
Language of the case: Portuguese
Procedure: Reference for a preliminary ruling
Origin: Portugal

summary, the applicant argues that the term ‘negotiation of credit’ implies the 
involvement of the credit intermediary in the approval of the credit and in the 
terms and conditions laid down for that purpose, circumstances that are not 
present in this case, so the transactions in question should therefore be subject to 
VAT. It believes that there is no need to obtain a preliminary ruling from the 
Court of Justice. 
Finally, it requests a refund of the tax and late payment interest paid in relation to 
the supplementary assessments for 2019, plus compensatory interest in accordance 
with Articles 43 and 100 of the Lei Geral Tributária (General Tax Law). 
THE DEFENDANT’S POSITION 
The defendant submits that the applicant, in its capacity as a credit intermediary 
(in this case, a mortgage broker), is duly authorised by the Banco de Portugal to 
carry out that activity and provides intermediation services to various financial 
institutions, being taxed differently for the services provided to CGD, to which it 
applies VAT, and for those provided to other banks, to which it applies the 
exemption scheme under Article 9(27)(a) of the VAT Code, deducting all input 
REQUEST FOR A PRELIMINARY RULING OF 5. 12. 2024 – CASE T-657/24 
 
4 
tax on the goods and services purchased. The contracts concluded with the various 
banks have a similar purpose – to present credit agreements to consumers and 
provide them with assistance – and all provide for a ‘success’ fee depending on 
the volume of credit intermediated. 
From an analysis of the contract and the invoices issued by the applicant, the 
defendant concludes that the services in question fall within the scope of the 
abovementioned exemption rule, since the applicant has not demonstrated that it 
provided CGD with only one of the services provided for in the contract – the 
service of presenting the financial product to consumers – and the invoices it 
issued do not break down the service provided, since the form of remuneration 
provided for in the contract is a unit payment, with no distinction being made for 
each of the services. 
The defendant submits that the contractually agreed services of presentation of the 
financial product to consumers and those associated with providing assistance to 
consumers are inseparable in terms of the objective pursued, which is the 
conclusion of a credit agreement, and go far beyond the mere presentation of the 
bank’s credit product to potential customers. The indissociable nature of those 
services is also reflected in the method used to calculate the corresponding 
remuneration, which is fixed in a unit-based, inseparable manner for the provision 
of the service, without distinguishing between its components. 
Negotiation of credit, as defined by the case-law of the Court of Justice, may 
consist in pointing out to a party suitable opportunities for the conclusion of such 
a contract and doing all that is necessary in order for the parties to enter into a 
contract, without the mediator having any interest of its own in the terms of that 
contract. That activity may be limited to pointing out to one of the parties to a 
contract suitable opportunities for the conclusion of such a contract (see 
judgments of 21 June 2007, C-453/05, Volker Ludwig; of 13 December 2001, 
C-235/00, CSC Financial Services; and of 5 June 1997, C-2/95, SDC). 
The defendant also submits that the applicant has failed to discharge its burden of 
proof under Article 74(1) of the General Tax Law and Article 342(1) of the Civil 
Code, in particular as regards the allegation that the services provided to CGD 
consisted only in presenting the financial product to credit purchasers. 
Consequently, since the applicant’s entire activity is exempt without the right to 
deduct, the input tax is not deductible, as is clear from Article 20(1) of the VAT 
Code. 
Finally, the defendant does not believe that a reference for a preliminary ruling is 
necessary and submits that the application should be dismissed. 
[…] [Information on compliance with national procedural rules] 
VERSÃOFAST 
 
5 
III. FACTS 
1. ESTABLISHED FACTS 
For the purposes of the decision, account is to be taken of the following facts, 
which are deemed to be established: 
A. The applicant in the present case, VERSÃOFAST, UNIPESSOAL, LDA., 
was authorised at the material time to carry out ‘Other Business and 
Management Consultancy Activities’ […] and, specifically, to broker 
mortgage loans […] (see tax inspection reports […]). 
B. The applicant holds a licence issued by the Banco de Portugal in the 
category of credit intermediary tied to several banks, under the system 
regulated by Decreto-Lei n.° 81-C/2017, de 7 de julho (Legislative Decree 
No 81-C/2017 of 7 July 2017) […]. 
C. The credit intermediation services for which the applicant is authorised 
include the presentation or proposal of credit agreements to consumers, the 
provision of assistance to consumers by carrying out preparatory or other 
pre-contractual management tasks in relation to credit agreements that are 
not presented or proposed by the applicant itself, and the conclusion of 
credit agreements with consumers on behalf of creditors, as well as the 
provision of advisory services […]. 
D. In that context, on 26 February 2019, the applicant concluded a binding 
agreement (‘contrato de vinculação’) with CGD, which covered the 
provision by the applicant of the following credit intermediation services, on 
an independent basis and with full technical autonomy […]: 
(a) presentation or proposal of credit agreements to consumers; and 
(b) provision of assistance to consumers by carrying out preparatory or 
other pre-contractual management tasks in relation to credit 
agreements that are not presented or proposed by the applicant itself. 
E. That binding agreement stipulates that the applicant may under no 
circumstances conclude credit agreements with consumers on behalf of the 
CGD […]. 
F. In return for the services provided by the applicant under the 
abovementioned binding agreement, CGD undertook to pay a commission 
calculated as a percentage of the volume of loan agreements for immovable 
property actually contracted, in accordance with the following table […]: 
      
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Annual amount (steps) Commission 
< EUR 2 500 000 1.00% 
≥ EUR 2 500 000 1.30% 
≥ EUR 4 000 000 1.50% 
  
G. The determination of the commission also includes a quality indicator that 
weighs the degree of preparation of credit files achieved by the applicant and 
the number of complaints. The quality factor can range between 1.00 and 
0.80, and the fee payable is calculated according to the following 
formula […]: 
COMMISSION PAYABLE = COMMISSION CALCULATED FOR THE 
FILE × QUALITY FACTOR APPLICABLE DURING THE PERIOD 
H. Under the terms of the binding agreement, the applicant undertakes to […]: 
(a) comply with all obligations deriving from Legislative Decree 
No 81-C/2017 of 7 July 2017 required to carry out the activity of a 
credit intermediary; 
(b) comply fully with the obligations to provide information and ensure 
transparency laid down in the applicable legislation; 
(c) provide the CGD with the necessary information to enable it to 
integrate the credit intermediary’s activities into its overall risk-
monitoring system and comply with the reporting obligations vis-à-vis 
Banco de Portugal established by the legal system put in place by 
Legislative Decree No 81-C/2017 of 7 July 2017, and other applicable 
legal and regulatory provisions; 
(d) send accurate information to CGD about each consumer’s income, 
expenses and other financial or economic circumstances of which it is 
aware; 
(e) allocate the necessary technical and human resources to the provision 
of the services covered by the agreement so as to meet the legally 
established conditions and achieve the intended purpose of that 
service; 
(f) immediately inform CGD of any event that could lead to the 
cancellation by the Banco de Portugal of the applicant’s authorisation 
as a credit intermediary; 
(g) comply fully with the obligations laid down in the Code of Conduct 
attached to the agreement. 
VERSÃOFAST 
 
7 
I. For its part, under the binding agreement […], CGD is required to: 
(a) make available to the applicant in a timely manner such data, 
information and clarifications as are necessary for the performance of 
its activities; such information must be complete, truthful, up to date, 
clear, objective and legible; 
(b) cooperate with the applicant in all other matters necessary and 
requested for the furtherance of the purpose of the agreement; 
(c) pay the agreed remuneration, once the relevant circumstances have 
been verified. 
J. The binding agreement also stipulates that CGD is responsible for the 
processing of data relating to natural and legal persons (‘personal data’), for 
which the data subjects are its customers, suppliers and employees. The 
applicant may carry out personal data processing operations for which CGD 
is responsible, on behalf of the latter, in its capacity as ‘data processor’, 
strictly in accordance with the instructions given by CGD and in strict 
compliance with the rules governing security, confidentiality and 
professional secrecy arising from the law and the agreement […]. 
K. The applicant concluded similar agreements, with the same purpose and 
remuneration methodology (determined as a percentage of the contracted 
credit), with other credit institutions that are competitors of CGD […], with 
slight differences in the percentage of the agreed remuneration […]. 
L. The services actually provided by the applicant to CGD and to the other 
banks are exactly the same […]. 
M. The activities and services developed by the applicant in that context can be 
described as follows: 
(i) Finding and attracting consumers in need of mortgage loans through 
the REMAX distribution channel/network. Initial contacts are made 
with potential borrowers to learn about their circumstances, including 
the nature of their activities, the remuneration they receive and their 
nationality. In that context, consumers are asked several key questions, 
the answers to which are essential in enabling the applicant to 
determine whether they are eligible for bank financing, and are 
provided with clarifications, such as how the spread, the annual 
percentage rate of charge (APRC), the rate of effort and the minimum 
equity required by banks are determined […]. 
(ii) In the initial approach to consumers interested in credit, the applicant 
asks for a series of documents based on a ‘checklist’ of relevant 
information required to manage the credit application file to be 
submitted to the banks. The documents to be provided relate to 
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8 
identification data, payslips, personal income tax returns, a signed 
declaration on data processing (‘GDPR’), information about the 
responsibilities of the Banco de Portugal, and the details of the 
immovable property to be purchased, if available at the time. Foreign 
customers are usually required to provide additional information and 
some banks will not provide financing in such cases […]. 
(iii) The applicant carries out an initial analysis of the documentation sent 
to it by consumers to check that it is in order and up to date. If the 
documentation is acceptable, the applicant sends it to various banks to 
obtain loan proposals and, if necessary, will indicate certain specific 
parameters. For example, the customer may want a 20-year mortgage 
instead of a 40-year one, so the banks are informed of that fact […]. 
(iv) If the customers’ circumstances do not meet the requirements of 
certain banks, the applicant does not include those banks in the request 
for proposals. That applies when the customer is a foreigner, in which 
case only a few banks provide financing, or when the customer needs 
the full purchase value of the property and a specific bank only 
provides financing up to a certain percentage of the value of the 
property. In addition, if the customer is interested in a specific bank, 
the applicant can only request a proposal from that bank […]. 
(v) The banks respond to requests for proposals within 24 to 48 hours by 
submitting loan proposals indicating all relevant conditions […] and 
the corresponding simulation (of instalments to be paid) […]. 
(vi) Once the proposals have been received from the banks, the applicant 
draws up a comparative table (of spreads, rates, and so forth) and 
presents the proposals received to the customers, either in person or 
electronically, explains their content, discusses them with the 
customers and clarifies any doubts that might arise […]. 
(vii) Where appropriate, the applicant asks the consumer interested in 
obtaining the credit for additional documents, as a rule relating to the 
assets to be acquired […]. 
(viii) The applicant provides objective information and does not advise 
consumers to take out a mortgage loan contract with one bank rather 
than another. It is the consumer interested in obtaining the credit who 
decides and chooses the most suitable proposal. In fact, that consumer 
is not even obliged to enter into a contract […]. 
(ix) The applicant informs the consumer of the bank’s final decision on 
whether to approve the loan […]. 
N. The applicant does not interfere in the determination as to whether it is 
advisable to conclude the mortgage loan contract or in the definition of the 
VERSÃOFAST 
 
9 
conditions of the credit proposal, and is not consulted in the risk analysis 
procedure. It does not intervene in the decision as to whether to accept the 
credit applications submitted, and does not have any decision-making power 
on the granting of the financing […]. 
O. Although the services provided by the applicant to the various banks are 
identical, the invoicing procedure is different […]: 
(a) for the services provided to CGD, the applicant pays VAT at a rate of 
23%; 
(b) for the services provided to other banks, it does not pay VAT, as it 
applies the exemption laid down in Article 9(27)(a) of the VAT Code. 
P. The tax paid by the applicant is added to the amount of the remuneration 
agreed in the binding agreement […]. 
Q. The payment of VAT to CGD by the applicant began in 2018, following a 
change of opinion and procedure by CGD, confirmed by two internal bank 
opinions […] from June and September 2018 […]. 
R. For the services in question, CGD uses self-billing, which means that it 
issues the invoices instead of the applicant, under an agreement signed with 
the latter […]. 
S. The applicant applied for a VAT refund in its regular tax return for the first 
quarter of 2023, which led to an inspection by the defendant’s inspection 
services. During that procedure, irregularities were identified in the VAT 
deducted, and the AT therefore extended the investigation to cover previous 
periods, covering the years 2019, 2020, 2021 and 2022 […]. 
T. As a result of the inspection, the applicant was notified of the draft 
corrections to the amount of VAT unduly deducted in the years 2019 to 
2023 […]: 
– 2019 – EUR 48 398.02 
– 2020 – EUR 44 279.00 
– 2021 – EUR 58 772.17 
– 2022 – EUR 64 906.08 
– 2023 – EUR 8 217.81. 
U. The applicant exercised its right to a hearing on the draft report for 2023, 
with the staggered adjustment of the VAT deducted, amounting to 
EUR 2 209.55, in respect of the contracts it considered exempt, and 
voluntarily submitted a substitute VAT return […]. 
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V. The tax inspection reports were then drawn up, with the adjustments to the 
VAT deducted (paragraph R above) being maintained, except for the year 
2023, for which the correction was reduced from EUR 8 217.81 to 
EUR 6 008.26, as a result of the abovementioned voluntary partial 
adjustment by the taxable person […]. 
W. The reasoning applied by the Tax Inspection Services is essentially the 
following […]: 
– ‘The purpose of the credit intermediation services contracted is to 
promote the conclusion of credit agreements between the bank and the 
final customer, and the activities of the taxable person are not limited 
to merely providing information and delivering or receiving credit 
proposals between the bank and the bank’s customer, and the services 
in question are therefore considered to fall within the concept of 
negotiation of credit provided for in Article 9(27)(a) of the VAT Code, 
and are therefore not subject to VAT.’ 
– ‘From the information provided by the taxable person following 
requests for clarification asking it to distinguish between services 
taxed and services exempt from VAT in relation to credit 
intermediation services provided to individual banks, the following 
justification was obtained: 
“Each bank decides on the method of invoicing, the terms and the 
VAT liability. We, Versão Fast, have no control – otherwise the bank 
will not consider the loans we broker. These options as to whether the 
transactions are taxable or exempt depend on the circumstances 
determined by each bank, and it is therefore the banks that issue the 
invoices through the self-billing system, at least as far as CGD and 
UCI [(Union de Créditos Immobiliários)] are concerned. The banks 
determine all the descriptions and tax liability/exemption profiles, and 
we are required to adhere strictly to those factors”.’ 
– There is no distinction between the credit intermediation service 
supplied to CGD and those supplied to other banks, to which the 
taxable person applies the VAT exemption laid down in 
Article 9(27)(a) of the VAT Code. 
– The taxable person has not demonstrated that credit intermediation 
transactions fall outside the scope of the abovementioned rule of the 
VAT Code. 
– The VAT unduly charged on the invoices issued is payable under 
Article 2(1)(c) of the VAT Code and should not therefore be adjusted. 
– ‘The exemptions in Article 9 of the VAT Code are incomplete 
exemptions, without the right to deduct under Article 20 of the same 
VERSÃOFAST 
 
11 
code. This means that, in this case, the credit intermediation 
transactions do not give rise to payment of VAT, as they are exempt, 
and there is also no right to deduct tax on the purchase of goods and 
services intended for the performance of such transactions, according 
to service invoices selected and investigated related to the purchase of 
the services of credit and royalties managers. 
It therefore appears that the taxable person, despite applying the VAT 
exemption to the credit intermediation services billed to the banks 
(except CGD and Caixa Leasing e Factoring), according to the taxable 
amounts declared in field 8 of the regular returns, incorrectly deducted 
all input tax on previous transactions, in field 24, in accordance with 
the limitation imposed by Article 20(1)(a) and (b)(V) of the VAT 
Code.’ 
– ‘Since it is not known whether any other activities are carried out, it 
follows from the foregoing that VERSÃO FAST carries out 
exclusively the activity of credit intermediation, with the associated 
asset transactions being exempt under Article 9(27)(a) of the VAT 
Code and, consequently, the VAT on the associated debit transactions 
on which VAT is payable is not deductible, pursuant to 
Article 20[(1)](a) and (b)(V) of the VAT Code.’ 
X. In concluding its reasoning, the AT states that, ‘on the one hand, the services 
contracted and invoiced to CGD go beyond the mere presentation of CGD’s 
credit products to potential customers, as demonstrated above, and that, on 
the other hand, according to the interpretation of the Court of Justice, 
negotiation is a mediation activity that may consist, in particular, in pointing 
out to a party to a contract suitable opportunities for the conclusion of such a 
contract. It adds that the purpose of the activity carried out by VERSÃO 
FAST is to do all that is necessary in order for both parties to enter into a 
contract (which results in VERSÃO FAST issuing an invoice to CGD for the 
amount of its remuneration, which is based on a specific transaction 
corresponding to a credit file), with it being irrelevant who has the power to 
change the characteristics of and formally to conclude the credit agreement, 
contrary to the understanding of the taxable person’. […] 
Y. At the material time of the present case, the applicant was registered under 
the ordinary quarterly VAT payment scheme and deducted input VAT in full 
on the purchase of goods and services. That situation was changed 
voluntarily in September 2023, following the inspection carried out, at 
which time it became a taxable person with partial deduction and actual 
use […]. 
Z. Following the conclusion of the inspection procedure, the applicant was 
notified of the following VAT and late payment interest payments for the 
REQUEST FOR A PRELIMINARY RULING OF 5. 12. 2024 – CASE T-657/24 
 
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years 2019 to 2022 and the first quarter of 2023, totalling 
EUR 208 619.07 […]: 
Tax Year Period Payment No Amount to 
be paid 
(euros) 
Due date 
VAT 2019 201903Q 2023 047992484 0.00   
VAT 2019 201906Q 2023 047990893 13 681.18 2024-01-09 
Late 
payment 
interest 
2019 201906Q 2023 00002235927 2 217.47 2024-01-09 
VAT 2019 201909Q 2023 047992542 10 132.83 2024-01-09 
Late 
payment 
interest 
2019 201909Q 2023 00002235928 1 610.14 2024-01-09 
VAT 2019 201912Q 2023 047992563 17 218.96 2024-01-09 
Late 
payment 
interest 
2019 201912Q 2023 00002235929 2 562.55 2024-01-09 
VAT 2020 202003Q 2024 048909069 4 815.17 2024-02-26 
Late 
payment 
interest 
2020 202003Q 2024 00000005815 576.23 2024-02-26 
VAT 2020 202006Q 2024 048909075 13 412.82 2024-02-26 
Late 
payment 
interest 
2020 202006Q 2024 00000005816 1 778.57 2024-02-26 
VAT 2020 202009Q 2024 048909088 7 493.66 2024-02-26 
Late 
payment 
interest 
2020 202009Q 2024 00000005817 912.37 2024-02-26 
VAT 2020 202012Q 2024 048909114 9 850.58 2024-02-26 
Late 
payment 
interest 
2020 202012Q 2024 00000005818 1 103.26 2024-02-26 
VAT 2021 202103Q 2024 048909160 17 568.16 2024-02-26 
Late 
payment 
interest 
2021 202103Q 2024 00000005861 1 803.98 2024-02-26 
VAT 2021 202106Q 2024 048909290 8 584.46 2024-02-26 
Late 
payment 
interest 
2021 202106Q 2024 00000005862 783.65 2024-02-26 
VAT 2021 202109Q 2024 048908651 27 713.36 2024-02-26 
Late 2021 202109Q 2024 00000005863 2 196.38 2024-02-26 
VERSÃOFAST 
 
13 
payment 
interest 
2024 00000005864 
VAT 2021 202112Q 2023 047997363 2 196.29 2024-01-10 
VAT 2021 202112Q 2024 048909407 13 612.96 2024-02-26 
Late 
payment 
interest 
2021 202112Q 2024 00000005865 784.24 2024-02-26 
Late 
payment 
interest 
2021 202112Q 2023 00002238266 201.86 2024-01-09 
VAT 2022 202203Q 2024 048909456 13 387.28 2024-02-26 
Late 
payment 
interest 
2022 202203Q 2024 00000005941 842.11 2024-02-26 
VAT 2022 202206Q 2024 048909534 7 547.66 2024-02-26 
Late 
payment 
interest 
2022 202206Q 2024 00000005942 388.75 2024-02-26 
VAT 2022 202209Q 2024 048909593 13 192.93 2024-02-26 
Late 
payment 
interest 
2022 202209Q 2024 00000005943 563.86 2024-02-26 
VAT 2022 202212Q 2024 048909631 6 436.54 2024-02-26 
Late 
payment 
interest 
2022 202212Q 2024 00000005944 208.79 2024-02-26 
VAT 2023 202303Q 2024 049001389 3 186.94 2024-03-18 
Late 
payment 
interest 
2023 202303Q 2024 00000023203 53.08 2024-03-18 
TOTAL   208 619.07   
      
AA. The applicant paid the VAT and late payment interest amounts for 2019, in a 
total amount of EUR 41 383.88, but not the remaining amounts, for which 
tax enforcement proceedings were initiated […]. 
BB. On 5 April 2024, having disagreed with the abovementioned VAT and late 
payment interest assessments for the years 2019 to 2023, the applicant filed 
the request for the establishment of the Arbitral Tribunal resulting in the 
present proceedings […]. 
[…] [Justification of the decision as to the determination of established facts] 
REQUEST FOR A PRELIMINARY RULING OF 5. 12. 2024 – CASE T-657/24 
 
14 
V. LEGAL BASIS 
1. QUESTION TO BE RESOLVED 
The question to be assessed and resolved in the present proceedings concerns the 
inclusion of the services provided by the applicant to CGD under the (incomplete) 
VAT exemption scheme pursuant to Article 9(27)(a) of the VAT Code, which 
transposes Article 135(1)(b) of the VAT Directive (which in turn corresponds to 
Article 13(B)(d)(1) of its predecessor, the Sixth Directive). The application of that 
scheme depends on the qualification of the services in question as ‘negotiation of 
credit’, an expression that appears both in the VAT Code and in the source 
directive. 
2. LEGAL FRAMEWORK 
The VAT Directive states as follows in the abovementioned Article 135(1)(b), 
which forms part of Chapter 3, entitled ‘Exemptions for other activities’: 
‘1. Member States shall exempt the following transactions: 
(a) […]; 
(b) the granting and the negotiation of credit and the management of credit by 
the person granting it’. 
In the same vein, the VAT Code provides: 
‘Article 9 
Exemptions on internal transactions 
The following shall be exempt from the tax: 
[…] 
(27) the following operations: 
(a) the granting and the negotiation of credit, in any form, including 
discount and rediscount transactions, and the administration and 
management of credit by the person who granted it.’ 
With regard to the legal framework and the characterisation of the applicant’s 
operations, it is also important to highlight the following provisions of Legislative 
Decree No 81-C/2017 of 7 July 2017, which approves the legal framework 
establishing the requirements for access to and exercise of the activity of credit 
VERSÃOFAST 
 
15 
intermediary and the provision of advisory services, 1 under which the applicant 
carries out its activities: 
‘Article 3 
Definitions 
For the purposes of this legal framework, the following definitions shall apply: 
[…] 
(j) “credit intermediary” means a natural or legal person who is not acting as a 
creditor and not merely introducing, either directly or indirectly, a consumer to a 
creditor or credit intermediary, and who, in the course of his or her professional 
activity, provides the services referred to in Article 4 for remuneration, which may 
take a pecuniary form or any other agreed form of financial consideration; 
[…] 
(m) “tied credit intermediary” means a natural or legal person who carries out 
the activity of credit intermediary under a binding agreement, acting for the 
account and under the full and unconditional responsibility of the creditor or the 
group of creditors with whom he or she has concluded a binding agreement; 
[…] 
Article 4 
Activities of credit intermediaries 
1. In the course of their activities, credit intermediaries may provide one or 
more of the following credit intermediation services: 
(a) presentation or proposal of credit agreements to consumers; 
(b) provision of assistance to consumers by carrying out preparatory or other 
pre-contractual management tasks in relation to credit agreements that are not 
presented or proposed by the intermediary itself; 
(c) conclusion of credit agreements with consumers on behalf of creditors. 
[…] 
Article 6 
Categories of credit intermediaries 
      
1 In accordance with the objectives of Directive 2014/17/EU of the European Parliament and of the Council of 4 February 2014 on credit 
agreements for consumers relating to residential immovable property. 
REQUEST FOR A PRELIMINARY RULING OF 5. 12. 2024 – CASE T-657/24 
 
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1. Credit intermediaries may operate in one of the following categories: 
(a) tied credit intermediaries; 
(b) credit intermediaries in an ancillary capacity; 
(c) non-tied credit intermediary. 
2. Credit intermediaries may not operate in more than one of the categories 
referred to in the previous paragraph. 
[…].’ 
3 DELIMITATION OF THE ISSUES AND REQUEST FOR A 
PRELIMINARY RULING 
[…] [Facts already set out in Section III, paragraph 1 above] […] In the light of 
the foregoing, the issue to be resolved concerns the interpretation of the concept of 
‘negotiation of credit’ referred to in the first part of the sentence in 
Article 135(1)(b) of the VAT Directive, 2 which establishes the harmonised 
system of VAT, in accordance with Article 113 of the Treaty on the Functioning 
of the European Union (‘TFEU’). The provisions of the VAT Directive thus form 
national law, by virtue of Article 8(4) of the [Portuguese] Constitution 3 and the 
principle of the primacy of EU law. 
The ‘negotiation of credit’ is an independent concept of EU law as part of an 
exemption rule subject to mandatory application in all Member States, and cannot 
therefore have different meanings depending on the specific attributes of the 
national legal systems (see judgment of the Court of Justice of 6 March 2008 in 
Case C-453/05, Ludwig, paragraph 22). 
According to European case-law, ‘it follows from the need for uniform application 
of Community law and from the principle of equality that the terms of a provision 
of Community law which makes no express reference to the law of the Member 
States for the purpose of determining its meaning and scope must normally be 
given an autonomous and uniform interpretation throughout the Community, 
having regard to the context of the provision and the objective pursued by the 
legislation in question’ (see judgment of the Court of Justice of 6 March 2008 in 
Case C-98/07, Nordania Finans and BG Factoring). 
It should be emphasised that the terms used to specify the exemptions covered by 
Article 135(1) of the VAT Directive are to be interpreted strictly, since they 
      
2 The second part, concerning the management of credit, does not apply in the present case. 
3 This provision of the Constitution provides: ‘4. The Treaties of the European Union and the provisions adopted by its institutions 
within the confines of their powers shall apply in internal law in accordance with the law of the European Union, with due regard to 
the fundamental principles of a democratic state based on the rule of law.’ 
VERSÃOFAST 
 
17 
constitute exceptions to the general principle that VAT is to be levied on all 
services supplied for consideration by a taxable person (see judgments of the 
Court of Justice of 18 April 2024, C-89/23, Companhia União de Crédito 
Popular, paragraph 43; of 6 October 2022, C-250/21, O. Fundusz Inwestycyjny 
Zamknięty reprezentowany przez O, paragraph 31; of 21 June 2007, C-453/05, 
Ludwig, paragraph 21; and of 10 September 2002, C-141/00, Kügler, 
paragraph 21). 
The question at issue concerns the interpretation of the meaning of the expression 
‘negotiation of credit’ in the light of EU law, in this case Article 135(1)(b) of the 
VAT Directive, which raises doubts within the Arbitral Tribunal as to its scope. It 
should be noted that that concept is not defined in European or national legislation 
relating to VAT. 
The concept of negotiation was analysed in the judgment of 13 December 2001 in 
Case C-235/00, CSC Financial Services, but with reference to another exemption 
rule, applicable to negotiation relating to securities, 4 which does not correspond 
exactly to the situation in the present case. 
Moreover, the judgment of 21 June 2007 in Case C-453/05, Ludwig, specifically 
addresses the concept of credit negotiation operations and clarifies several aspects, 
namely the normal link between performance-related remuneration and typical 
negotiation operations (paragraph 19 of the judgment). However, the main doubts 
analysed in that judgment, concerning, in particular, the need for a contractual link 
between the intermediary and one of the parties (paragraphs 24 to 33 of the 
judgment), since such a contractual link exists between the applicant and the bank, 
and the need for direct contact between the intermediary and the two parties 
(paragraphs 34 to 40 of the judgment), are not relevant to the present case, since 
that is also the case here. 5 
According to the case-law arising from Ludwig, the very fact that the terms of the 
credit agreement have been fixed in advance by one of the parties to the contract 
(in this case, the bank) cannot, as such, preclude the supply of a negotiation 
service, given that the activity of negotiation may be limited to pointing out to one 
party to the contract suitable opportunities for the conclusion of such a contract 
[and may consist] ‘in making contact with another party or negotiating, in the 
name and on behalf of a client, the detail of the payments to be made by either 
side, the purpose of such an activity being to do all that is necessary in order for 
two parties to enter into a contract, without the negotiator having any interest of 
his own in the terms of that contract’ (paragraphs 28 and 39 of the judgment). 
      
4 See Article 135(1)(f) of the VAT Directive, the wording of which is identical to Article 13(B)(d)(5) of the Sixth Directive, which was 
in force at the time the abovementioned judgment was given, with the result that the latter article is cited in that judgment. 
5 This is without prejudice to the fact that, in relation to those two points, the Court of Justice held that they were not essential to the 
concept of negotiation of credit, so that a possible absence of such a circumstance would not, per se, preclude the existence of that 
concept. 
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18 
While it is true that, as stated in the judgment in CSC Financial Services, it must 
be understood that negotiation does not refer to services that are limited to 
providing information about a financial product, in the present case the applicant’s 
actions go far beyond the mere provision of information. 
There is also no doubt that the applicant carries out the activity of credit 
intermediary – which is a regulated activity – and that it has the necessary licence 
to do so. The applicant acts as an intermediary between the purchasers of 
mortgage loans and CGD. 
However, the applicant does not negotiate the terms of the transaction and 
does not act on behalf of any of the parties [the purchasers of the credit and 
CGD], even though it is its customer acquisition activities that bring the 
parties together and lead to the conclusion of credit agreements between 
them. 
In the light of these case-specific conditions to be assessed, the question remains 
as to whether, for VAT purposes, and for the purposes of the application of 
Article 135(1)(b) of the VAT Directive, the activity of credit intermediation, in the 
form in which the applicant actually carries out such activity, as described above, 
constitutes ‘negotiation of credit’. 
According to the case-law of the Court of Justice, a reference for a preliminary 
ruling is an instrument of ‘judicial cooperation […] which requires the national 
court and the Court of Justice, both keeping within their respective jurisdiction, 
and with the aim of ensuring that Community law is applied in a unified manner, 
to make direct and complementary contributions to the working out of a decision’ 
(see judgment of 1 December 1965, Case 16/65, Schwarze). 
Where there is doubt as to EU law, the national court is obliged to refer a question 
for a preliminary ruling, except where, as is clear from the judgment of the Court 
of Justice in Case 283/81, Cilfit and Others, of 6 October 1982: 
(i) the issue is neither necessary nor relevant to the outcome of the main 
proceedings; 
(ii) the Court of Justice has already given final judgment on the question to 
be raised or there is settled case-law on that question; 
(iii) the national court has no scope for any reasonable doubt as to the 
manner in which the question of EU law is to be resolved, since the 
rule in question has a clear and obvious meaning. 
For the reasons set out above, those conditions are not met in the present case. It 
cannot be said that the act in question is clear or has been duly clarified by the 
case-law of the Court of Justice by way of a final judgment or established case-
law. Moreover, if there is doubt as to whether there is an exception to the 
obligation to refer a question for a preliminary ruling, it is also advisable to refer 
VERSÃOFAST 
 
19 
such a question. For that reason, the Arbitral Tribunal has decided to stay the 
proceedings and refer a question to the Court of Justice for a preliminary 
ruling, in accordance with Article 267 TFEU. 
4. QUESTIONS FOR A PRELIMINARY RULING 
A preliminary ruling by the Court of Justice is accordingly requested on the 
following questions: 
(1) Does Article 135(1)(b) of the VAT Directive, as regards the expression 
‘negotiation of credit’, apply to the provision of services aimed at 
attracting mortgage loan customers for a credit institution by a taxable 
person – a tied credit intermediary – which is incorporated and 
operates in accordance with the legal framework governing access to 
and performance of the activities of a credit intermediary, where those 
services cumulatively involve the following: 
(a) the proactive search for potential mortgage customers through an 
immovable property mediation network (REMAX); 
(b) the supply to potential customers of brochures provided by the 
bank containing financial information on credit products in 
relation to immovable property; 
(c) the provision of assistance to those potential customers in 
identifying the documentation necessary to apply for a credit 
proposal, and the completion and review of that documentation; 
(d) the transmission of requests for proposals to the bank; 
(e) the receipt of responses from the bank; 
(f) the preparation of comparative tables for the conditions proposed 
by the various banks and meetings with potential customers to 
discuss and provide clarifications about the conditions and about 
key aspects of the financing (such as spreads, APRC, rate of 
effort); 
(g) the notification of the bank’s decisions to potential customers; and 
(h) a remuneration model based on a ‘success fee’, where the 
remuneration only accrues when credit agreements are actually 
concluded, based on the volume of credit 
contracted/intermediated? 
(2) Does the classification as ‘negotiation of credit’ still apply even where 
the intermediary has no power to act on behalf of the bank and no 
influence whatsoever on the determination of the terms presented in the 
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20 
brochures and credit proposals and the potential purchaser of the credit 
is free to decide whether to contract the financing and to choose the 
institution with which he or she will conclude an agreement? 
VI. ORDER 
In view of the above, the arbitrators of this Arbitral Tribunal agree to stay the 
proceedings pending the ruling from the Court of Justice […]. 
[…] [procedural matters] 
[…] [date and names of arbitrators]