62024TJ0657
JUDGMENT OF THE GENERAL COURT (Chamber giving preliminary rulings)
26 November 2025 (
*1
)
(Reference for a preliminary ruling – Common system of VAT – Article 135(1)(b) of Directive 2006/112/EC – Exemptions for other activities – Negotiation of credit – Activities of a credit intermediary – Classification)
In Case T‑657/24,
REQUEST for a preliminary ruling under Article 267 TFEU from the Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa – CAAD) (Tax Arbitration Tribunal (Centre for Administrative Arbitration – CAAD), Portugal), made by decision of 5 December 2024, received at the Court on 6 December 2024, in the proceedings
Versãofast, Unipessoal, Lda.
v
Autoridade Tributária e Aduaneira,
THE GENERAL COURT (Chamber giving preliminary rulings),
composed, at the time of the deliberations, of S. Papasavvas, President, T. Pynnä, J. Laitenberger (Rapporteur), M. Stancu and I. Dimitrakopoulos, Judges,
Advocate General: M. Brkan,
Registrar: V. Di Bucci,
having regard to the transmission of the request for a preliminary ruling to the General Court by the Court of Justice on 19 December 2024, pursuant to the third paragraph of Article 50b of the Statute of the Court of Justice of the European Union,
having regard to the fact that the case concerns the area referred to in point (a) of the first paragraph of Article 50b of the Statute of the Court of Justice of the European Union and the fact that there is no independent question relating to interpretation within the meaning of the second paragraph of Article 50b of that statute,
having regard to the written part of the procedure,
after considering the observations submitted on behalf of:
–
Versãofast, Unipessoal, Lda., by S. Brigas Afonso, lawyer,
–
the Portuguese Government, by P. Barros da Costa, C. Bento, A. Rodrigues and R. Laires, acting as Agents,
–
the European Commission, by M. Herold and L. Santiago de Albuquerque, acting as Agents,
having decided, after hearing the Advocate General, to proceed to judgment without an Opinion,
gives the following
Judgment
1
This request for a preliminary ruling concerns the interpretation of Article 135(1)(b) of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax (OJ 2006 L 347, p. 1; ‘the VAT Directive’).
2
The request has been made in proceedings between Versãofast, Unipessoal, Lda. and the Autoridade Tributária e Aduaneira (Tax and Customs Authority, Portugal) (‘the tax authority’) concerning the activities of a credit intermediary carried out by that company which the tax authority classified as transactions in respect of the negotiation of credit that are exempt from value added tax (VAT).
Legal framework
European Union law
3
Article 135(1)(b) of the VAT Directive reproduces, in essence, the wording of Article 13(B)(d)(1) of the Sixth Council Directive 77/388/EEC of 17 May 1977 on the harmonisation of the laws of the Member States relating to turnover taxes – Common system of value added tax: uniform basis of assessment (OJ 1977 L 145, p. 1; ‘the Sixth Directive’).
4
Article 135(1)(b) of the VAT Directive provides:
‘Member States shall exempt the following transactions:
…
(b)
the granting and the negotiation of credit and the management of credit by the person granting it’.
Portuguese law
5
Under Article 9(27)(a) of the Código do Imposto sobre o Valor Acrescentado (Value Added Tax Code), approved by Decreto-Lei n.o 394-B/84 (Decree-Law No 394-B/84) of 26 December 1984 (Diário da República I, Series-A, No 297 of 26 December 1984), in the version applicable to the facts of the dispute in the main proceedings, the granting and the negotiation of credit, in any form, including discount and rediscount transactions, and the administration or management of credit by the person who granted it, are exempt from VAT.
The dispute in the main proceedings and the questions referred for a preliminary ruling
6
Versãofast is a limited liability company governed by Portuguese law which was registered, at the time of the facts in the main proceedings, as carrying out business and management consultancy activities.
7
Versãofast is authorised by Banco de Portugal (Bank of Portugal) to carry out the activities of a credit intermediary. It is authorised, for that purpose, to present or propose credit agreements to consumers, to assist consumers by carrying out preparatory work or other administrative work at the pre-contractual stage in respect of credit agreements which it has not itself presented or proposed or to conclude credit agreements with consumers on behalf of the creditor.
8
In that context, Versãofast concluded tie-in agreements with several Portuguese credit institutions, including Caixa Geral de Depósitos, S. A. (‘CGD’). Those agreements concern the activities of a credit intermediary which Versãofast independently carries out in respect of those institutions. Those activities consist, in particular, in searching for and canvassing potential customers in respect of mortgage loans, assisting customers in gathering the necessary documentation in respect of their credit application, providing them with the details concerning the essential aspects of financing such as the margin (‘spread’), annual percentage rate of charge (APRC) and the effort rate, carrying out an initial analysis of the documentation submitted by customers for the purpose of examining their credit application, forwarding that documentation to the credit institutions, presenting to customers the credit offers of those credit institutions and communicating to them the final decision of the credit institution whose credit offer they have chosen. Versãofast, by contrast, is not empowered to conclude, on behalf of the credit institutions, credit agreements with consumers. Nor is Versãofast involved in setting the terms of credit offers, the choice made by consumers between the various offers and the decision of the credit institutions to grant credit.
9
The tie-in agreements provide that the credit institutions pay Versãofast, in return for its activities, a commission corresponding to a percentage of the annual volume of the mortgage loan agreements concluded as a result of its intermediation, weighted by an index of the preparation quality of the files.
10
Although the activities of a credit intermediary carried out by Versãofast and the conditions governing the remuneration thereof are identical in respect of all the credit institutions, the commissions received by Versãofast were not subject to the same VAT treatment. Whereas in respect of the majority of those credit institutions, Versãofast considered that it benefited from the exemption laid down in Article 9(27)(a) of the Value Added Tax Code in relation to the granting and negotiation of credit, it accounted for, in the case of the commissions paid by CGD, VAT at the rate of 23%, which was added to the amount of those commissions.
11
Following an application by Versãofast concerning the refund of VAT relating to the first quarter of 2023, the tax authority initiated an inspection procedure following which it notified Versãofast of the proposed corrections relating to the VAT deducted in the years 2019 to 2023. The tax authority considered that the activities of a credit intermediary carried out for CGD were exempt from VAT and, therefore, that the input VAT associated with those activities was not deductible. The tax authority therefore issued VAT assessment notices to Versãofast in an amount totalling EUR 208 619.07.
12
On 5 April 2024 Versãofast brought an action against those assessment notices before the Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa – CAAD) (Tax Arbitration Tribunal (Centre for Administrative Arbitration – CAAD), Portugal), which is the referring court.
13
In support of its action, Versãofast submits that the activities of a credit intermediary carried out for CGD do not come within the scope of the VAT exemption applicable to the negotiation of credit, since Versãofast is not involved in the approval of credit. According to Versãofast, its activities are limited to making potential customers aware of and explaining to them the brochures published by CGD and the conditions governing mortgage loans offered by CGD, without being able to advise one mortgage loan over another. It provides, in that regard, only impartial and objective information to the customers concerned. Furthermore, Versãofast does not analyse the information gathered from customers and may not in any circumstances conclude credit agreements on behalf of CGD. Lastly, the commissions which it receives are paid only in respect of the canvassing of customers and not in respect of the negotiation of credit.
14
The tax authority, for its part, contends that, in the course of carrying out its activities of a credit intermediary, Versãofast supplies services of the same nature to several credit institutions, but applies a differing treatment to those which it supplies to CGD, in respect of which it accounts for VAT, as compared with those which it supplies to the other credit institutions, in respect of which it applies the VAT exemption scheme. According to the tax authority, the presentation of the credit agreements and the provision of contractual advice to consumers are inseparable from the point of view of the objective pursued, namely the conclusion of credit agreements.
15
According to the Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa – CAAD) (Tax Arbitration Tribunal (Centre for Administrative Arbitration – CAAD)), there is doubt as to whether the activities of a credit intermediary, as carried out by Versãofast, come within the concept of ‘negotiation of credit’ within the meaning of Article 135(1)(b) of the VAT Directive, which is an autonomous concept of EU law applicable in the domestic legal order. In that regard, the referring court notes that, even though it is the ‘(pro)active’ canvassing carried out by Versãofast that brings the parties closer together and encourages the conclusion of credit agreements, Versãofast does not negotiate the terms of those agreements and acts neither on behalf of the purchasers of credit nor on behalf of CGD.
16
In those circumstances, the Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa – CAAD) (Tax Arbitration Tribunal (Centre for Administrative Arbitration – CAAD)) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:
‘(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, [effort rate]);
(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 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?’
Consideration of the questions referred
17
By its two questions, which it is appropriate to examine together, the referring court asks, in essence, whether Article 135(1)(b) of the VAT Directive must be interpreted as meaning that the exemption laid down by it in respect of transactions consisting in the negotiation of credit applies to the activities of a credit intermediary which searches for and canvasses customers for the purpose of offering them mortgage loan agreements, which assists customers by carrying out preparatory work prior to the conclusion of the agreements, which is responsible for communicating with the credit institutions and which is paid by those institutions on the basis of the volume of credit agreements concluded as a result of its intermediation, notwithstanding the fact that the credit intermediary has neither the power to act on behalf of the credit institutions nor any influence on the terms of the credit offers and that customers remain free to conclude or not to conclude a credit agreement and to choose the credit institution with which they will conclude the agreement.
18
As a preliminary point, it should be noted that, in so far as the VAT Directive repeals and replaces the Sixth Directive, the Court’s interpretation of the provisions of the latter directive also applies to those of the VAT Directive where the provisions of those two instruments of EU law may be regarded as equivalent (judgment of 17 June 2021, K and DBKAG, C‑58/20 and C‑59/20, EU:C:2021:491, paragraph 27).
19
Consequently, the Court’s interpretation of Article 13B(d)(1) of the Sixth Directive also applies to Article 135(1)(b) of the VAT Directive, since, as has already been stated in paragraph 3 above, those provisions are worded in substantially identical terms and may, therefore, be regarded as equivalent (see, by analogy, judgment of 17 June 2021, K and DBKAG, C‑58/20 and C‑59/20, EU:C:2021:491, paragraph 28).
20
Article 135(1)(b) of the VAT Directive provides that the Member States are to exempt the negotiation of credit from VAT.
21
In that regard, it should be recalled, in accordance with the Court’s settled case-law, that the exemptions laid down in Article 135(1) of the VAT Directive constitute independent concepts of EU law whose purpose is to avoid divergences in the application of the VAT system as between one Member State and another, which must therefore be interpreted uniformly throughout the Member States (see judgment of 9 March 2023, Generali Seguros, C‑42/22, EU:C:2023:183, paragraph 28 and the case-law cited).
22
Furthermore, it is apparent from the case-law of the Court that the terms used to designate the exemptions covered by Article 135(1) of the VAT Directive are to be interpreted strictly since these exemptions constitute exceptions to the general principle that VAT is to be levied on all services supplied for consideration by a taxable person (see judgment of 2 July 2020, Blackrock Investment Management (UK), C‑231/19, EU:C:2020:513, paragraph 22 and the case-law cited).
23
As regards the concept of ‘negotiation’, the Court has already held, in the context of Article 13B(d)(5) of the Sixth Directive, reproduced in essence in Article 135(1)(f) of the VAT Directive, that that concept applies to the activity carried out by an intermediary who does not occupy the position of a party to a contract and whose activity amounts to something other than the provision of contractual services typically undertaken by such a party. Negotiation is a service rendered to a contractual party and remunerated by that contractual party as a distinct act of mediation. It may consist, amongst other things, in pointing out suitable opportunities for the conclusion of such a contract, making contact with another party or negotiating, in the name of and on behalf of a customer, the detail of the payments to be made by either side. The purpose of negotiation is therefore to do all that is necessary in order for two parties to enter into a contract, without the negotiator having any interest of his or her own in the terms of the contract (see, to that effect, judgments of 13 December 2001, CSC Financial Services, C‑235/00, EU:C:2001:696, paragraph 39, and of 5 July 2012, DTZ Zadelhoff, C‑259/11, EU:C:2012:423, paragraph 27).
24
The Court has also held that acts of mediation, which consist in finding, for a fee, buyers for immovable property that was subsequently sold and transferred by means of a share transfer, without the intermediary having any interest of his own in the terms of the contracts, are activities which correspond to the word ‘negotiation’ in shares and interests in companies or associations, within the meaning of Article 135(1)(f) of the VAT Directive (order of 21 November 2017, Kerr, C‑615/16, not published, EU:C:2017:906, paragraph 43).
25
By contrast, the Court has stated that the supply of a mere physical, technical or administrative service which does not alter the legal or financial situation between the parties is not covered by the exemption laid down in Article 135(1)(f) of the VAT Directive (see, to that effect, judgment of 13 December 2001, CSC Financial Services, C‑235/00, EU:C:2001:696, paragraph 28).
26
Similarly, the Court has already held that ‘negotiation in securities’ does not cover services limited to providing information about a financial product and, as the case may be, receiving and processing applications for subscription, without issuing them (see, to that effect, judgment of 13 December 2001, CSC Financial Services, C‑235/00, EU:C:2001:696, paragraph 41).
27
As regards, specifically, the concept of ‘negotiation of credit’, the Court has held that the application of the exemption provided for in Article 13B(d)(1) of the Sixth Directive, which has been replaced by Article 135(1)(b) of the VAT directive, cannot depend on the existence of a contractual link between the provider of the service of negotiation and one of the parties to the credit agreement, but must be assessed with regard to the very nature of the service rendered and its purpose (judgment of 21 June 2007, Ludwig, C‑453/05, EU:C:2007:369, paragraph 33).
28
Furthermore, the Court has held that the very fact that terms of the credit agreement have been fixed in advance by one of the parties to the contract 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 (judgment of 21 June 2007, Ludwig, C‑453/05, EU:C:2007:369, paragraph 39).
29
In the present case, even if, viewed in isolation, some of the services of the nature of those supplied by Versãofast, such as the provision to customers of brochures supplied by the credit institutions or the receipt of the replies of those institutions to credit applications, are in the nature of mere physical, technical or administrative services, those services, taken as a whole, seek in principle to do all that is necessary in order for a credit institution, in this case CGD, to conclude credit agreements with potential customers, which it is for the referring court to ascertain. Such a purpose may also be apparent from the method of remuneration of those services, where that method is based, as in the case in the main proceedings, on the actual conclusion of credit agreements and where the credit intermediary is paid by the credit institutions on the basis of the volume of the credit agreements concluded as a result of its intermediation and the quality of the services supplied, in particular the preparation quality of the files.
30
Since, as is apparent from the case-law cited in paragraph 28 above, the very fact that the terms of the credit agreement have been fixed in advance by one of the parties to the agreement cannot, as such, preclude the supply of a service consisting in the negotiation of credit, the lack of influence of the credit intermediary concerning the terms of the credit offer necessarily has no bearing as to the classification of the activities of that intermediary as negotiation services coming within the exemption laid down in Article 135(1)(b) of the VAT Directive.
31
The same is true of the fact that the credit intermediary does not have the power to act in the name and on behalf of the credit institution. As is apparent from the case-law cited in paragraph 27 above, the exemption laid down in Article 135(1)(b) of the VAT Directive cannot depend on the existence of a contractual link between the provider of the negotiation service and one of the parties to the credit agreement, but must be assessed with regard to the very nature of the service rendered and its purpose. As noted in paragraph 29 above and subject to verification by the referring court, the activities of a credit intermediary such as those carried out by Versãofast, taken as a whole, are intended to do all that is necessary in order for a credit institution to conclude credit agreements with potential customers and may, therefore, by virtue of that fact alone, constitute an activity consisting in ‘the negotiation of credit’ within the meaning of that provision.
32
In that regard, it should also be noted that, although various language versions of Article 135(1)(b) of the VAT Directive, such as the English-, French- or Portuguese-language versions, use the words ‘negotiation’, ‘négociation’ and ‘negociação’ respectively, other language versions, such as the Danish-, Dutch-, Finnish-, German-, and Swedish-language versions, use the words ‘formidling’, ‘bemiddeling’, ‘välitys’, ‘Vermittlung’ and ‘förmedling’, respectively. Those words refer, in everyday language, to an act of mediation which is intended to enable two parties to conclude a contract between them, without the intermediary necessarily being instructed by one of the parties to the contract to define the contractual terms or to act in the name and on behalf of that party, for example with a view to the conclusion of that contract. Thus, they are consistent with the interpretation of the concept of ‘negotiation’ by the case-law of the Court cited in paragraph 23 above.
33
Nor can the classification of services such as those supplied by Versãofast as services falling within the activity consisting in ‘the negotiation of credit’ within the meaning of Article 135(1)(b) of the VAT Directive be called into question by the fact that customers remain free to conclude or not conclude a credit agreement and to choose the credit institution with which they will conclude the agreement. As is apparent from the case-law cited in paragraph 23 above, a negotiation of credit may be limited to enabling two parties themselves to conclude a credit agreement. The activity exempted under that provision does not mean, in particular, in respect of the potential parties to a credit agreement, a restriction on their freedom of contract.
34
In the light of the foregoing considerations, the answer to the questions raised by the referring court is that Article 135(1)(b) of the VAT Directive must be interpreted as meaning that the exemption laid down by it in respect of transactions consisting in the negotiation of credit applies to the activities of a credit intermediary which searches for and canvasses customers for the purpose of offering them mortgage loan agreements, which assists customers by carrying out preparatory work prior to the conclusion of the agreements, which is responsible for communicating with the credit institutions and which is paid by those institutions on the basis of the volume of credit agreements concluded as a result of its intermediation, notwithstanding the fact that the credit intermediary has neither the power to act on behalf of the credit institutions nor any influence on the terms of the credit offers and that customers remain free to conclude or not to conclude a credit agreement and to choose the credit institution with which they will conclude the agreement.
Costs
35
Since these proceedings are, for the parties to the main proceedings, a step in the action pending before the referring court, the decision on costs is a matter for that court. Costs incurred in submitting observations to the General Court, other than the costs of those parties, are not recoverable.
On those grounds,
THE GENERAL COURT (Chamber giving preliminary rulings)
hereby rules:
Article 135(1)(b) of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax
must be interpreted as meaning that the exemption laid down by it in respect of transactions consisting in the negotiation of credit applies to the activities of a credit intermediary which searches for and canvasses customers for the purpose of offering them mortgage loan agreements, which assists customers by carrying out preparatory work prior to the conclusion of the agreements, which is responsible for communicating with the credit institutions and which is paid by those institutions on the basis of the volume of credit agreements concluded as a result of its intermediation, notwithstanding the fact that the credit intermediary has neither the power to act on behalf of the credit institutions nor any influence on the terms of the credit offers and that customers remain free to conclude or not to conclude a credit agreement and to choose the credit institution with which they will conclude the agreement.
Papasavvas
Pynnä
Laitenberger
Stancu
Dimitrakopoulos
Delivered in open court in Luxembourg on 26 November 2025.
[Signatures]
(
*1
)	Language of the case: Portuguese.