62024CJ0084_RES
Case C‑84/24
EM SYSTEM UAB
v
SEB bankas ABandCitadele banka Lietuvos filialas AS
(Request for a preliminary ruling from the Lietuvos Aukščiausiasis Teismas)
Judgment of the Court (First Chamber) of 12 March 2026
(Reference for a preliminary ruling – Common foreign and security policy – Regulation (EC) No 765/2006 – Restrictive measures in view of the situation in Belarus – Article 2(1) – Annex I – List of persons, entities and bodies subject to restrictive measures – Inclusion of the name of the shareholder of a company on that list – 50% stake in the capital of that company held by that shareholder – Freezing of the funds of the company, which is not included on the list – Control by a person or entity included on the list of a legal person not included on the list – Criteria for assessment – Right to effective judicial protection – Rights of the defence)
Common foreign and security policy – Restrictive measures against Belarus – Freezing of funds of certain persons and entities having regard to the situation in Belarus – Definition of ‘funds’ – Assets deposited in a company’s bank accounts – Included
(Council Regulations No 765/2006, Arts 1(1)(b) and 2(1), and No 1014/2012)
(see paragraphs 50, 51)
Common foreign and security policy – Restrictive measures against Belarus – Freezing of funds and economic resources owned, held or controlled by persons, entities or bodies subject to those measures – Scope – Assets deposited in the bank accounts of a company not subject to restrictive measures – 50% shareholding in that company held by a person subject to those measures – Presumption that that person controls the company and its funds – Included
(Council Regulations No 765/2006, Art. 2(1), and No 1014/2012)
(see paragraphs 54-57, 63-73, 77-85, 89-93, operative part 1)
EU law – Principles – Rights of the defence – Right to effective judicial protection – Restrictive measures against Belarus – Freezing of funds of certain persons and entities having regard to the situation in Belarus – Duties of the Council – Communication to the person concerned of inculpatory evidence and the right to be heard – Right of access to the file
(Charter of Fundamental Rights of the European Union, Arts 41 and 47; Council Regulations No 765/2006, Art. 2(1), and No 1014/2012)
(see paragraphs 102-105)
EU law – Principles – Rights of the defence – Right to effective judicial protection – Restrictive measures against Belarus – Freezing of the funds of a company not subject to the measures – Funds presumed to be held or controlled by a person subject to those measures – Obligation for Member States to establish a procedure to challenge the measure freezing funds and to have it lifted
(Art. 19(1) TEU; Charter of Fundamental Rights of the European Union, Art. 47; Council Regulations No 765/2006, Arts 2(1) and 8a, and No 1014/2012)
(see paragraphs 106-112, 120, operative part 2)
Résumé
In its response to a request for a preliminary ruling from the Lietuvos Aukščiausiasis Teismas (Supreme Court of Lithuania), the Court of Justice clarifies the scope of the freezing of funds and economic resources owned, held or controlled by persons or entities subject to restrictive measures taken in view of the situation in Belarus, within the meaning of Article 2(1) of Regulation No 765/2006. (
1
)
In 2020, two Lithuanian banking institutions froze the assets held in the bank accounts of the company EM SYSTEM UAB (‘EM System’), on the ground that one of its two shareholders, which holds a 50% stake in that company, had been included on the list of persons, entities or bodies subject to restrictive measures. (
2
)
After the actions brought by EM System challenging the freezing of the assets held in its accounts were dismissed at first instance and on appeal, the company brought an appeal before the referring court, claiming that its funds were not in fact controlled by the shareholder included on the list at issue.
Having doubts in particular as to the criteria to be taken into account in order to determine whether a legal person or entity is owned or controlled by another person or entity, within the meaning of Article 2(1) of Regulation No 765/2006, that court decided to stay the proceedings and to refer the matter to the Court of Justice for a preliminary ruling.
Findings of the Court
As a preliminary point, the Court recalls that Article 2(1) of Regulation No 765/2006 provides that all funds and economic resources belonging to, or owned, held or controlled by, the natural or legal persons, entities and bodies included on the list in Annex I to that regulation are to be frozen.
Following a literal and contextual interpretation of Article 2(1) of Regulation No 765/2006, the Court finds, in the first place, that the freezing of funds under that provision applies not only to persons and entities included on the list in Annex I to that regulation, but also to persons and entities not mentioned by name on that list, provided that their funds and economic resources are owned, held or controlled by a person, entity or body included on that list.
That interpretation is supported by the objective pursued by the restrictive measures taken in view of the situation in Belarus, namely to increase pressure on the Lukashenko regime and force it to change its behaviour.
In order to achieve that objective, it is necessary that those measures are applied to as wide a range of persons, groups or entities as possible in order to prevent them from being circumvented. Thus, the concepts of ‘held’ and ‘controlled’ within the meaning of Article 2(1) of Regulation No 765/2006 must be interpreted broadly, taking into account both direct and indirect ways of influencing the use of funds and economic resources of a person, entity or body linked to a person included on the list.
It is also necessary to guarantee the surprise effect and the speed with which those measures are imposed, so as to prevent weaknesses – which would deprive those measures of their effectiveness – from being easily exploited. In order to avoid the risk of the assets of the person concerned by the restrictive measures disappearing if there is a delay in implementing them, it essential to ensure that all parties responsible for implementing Regulation No 765/2006 are able to decide to freeze the funds and economic resources targeted by those measures as quickly as possible.
Against that background, the reliance on presumptions regarding the internal decision-making structure of the legal persons concerned and on clear criteria to establish that a legal person or entity is owned or controlled by a person included on the list in Annex I to Regulation No 765/2006 facilitates the identification of the funds or economic resources to be frozen, which contributes to making the development of complex circumvention mechanisms more difficult, to preventing the outflow of funds and, consequently, to ensuring the effective implementation of restrictive measures.
The relevant criteria include the ability to dispose of or transfer those funds or economic resources and, more generally, the ability to exercise a dominant influence over a legal person, entity or body, in particular by having the right or exercising the power to appoint or remove a majority of the members of its administrative, management or supervisory body. In that regard, a person with a 50% shareholding in a company is, in principle, capable of dictating or preventing certain decisions within that company, or is at least able to ensure that the affairs of that company are conducted in accordance with its wishes. Therefore, it must be presumed that a 50% shareholding in a company makes it possible to control not only that company but also its funds and economic resources.
In the light of the foregoing, the Court holds that assets deposited in the bank accounts of a company which is not included on the list in Annex I to Regulation No 765/2006 but in which a person included on that list has a 50% shareholding must be presumed to be funds held or controlled by that person and, therefore, must be frozen, within the meaning of Article 2(1) of that regulation.
In the second place, it is for the Member States to establish a procedure enabling legal persons, entities and bodies whose funds or economic resources have been frozen, on the ground that those funds or economic resources were presumed to be held or controlled by a person included on the list in Annex I to Regulation No 765/2006, to challenge that measure in proceedings before the national authorities and subsequently, if necessary, before the national courts with jurisdiction, and, where appropriate, to have the measure lifted, a procedure that should also be available to the person included on that list.
The Court takes the view that such a presumption of holding or control will be consistent with the principle of good administration and the right to effective judicial protection only if it is rebuttable and if the legal person, entity or body concerned has been afforded the opportunity to overturn, where appropriate, that presumption by demonstrating that the person included on the list in Annex I to Regulation No 765/2006 does not actually hold or control its funds or economic resources, as well as the opportunity to secure, as a result, the unfreezing of its funds or economic resources. The person included on that list must also be given such an opportunity to overturn the presumption of holding or control.
(
1
)	Council Regulation (EC) No 765/2006 of 18 May 2006 concerning restrictive measures in respect of Belarus (OJ 2006 L 134, p. 1), as amended by Regulation (EU) No 1014/2012 of 6 November 2012 (OJ 2012 L 307, p. 1).
(
2
)	Annex I to Regulation No 765/2006, as amended by Council Implementing Regulation (EU) 2020/2129 of 17 December 2020 implementing Article 8a(1) of Regulation (EC) No 765/2006 concerning restrictive measures in respect of Belarus (OJ 2020 L 426 I, p. 1).