Provisional text
OPINION OF ADVOCATE GENERAL
BRKAN
delivered on 25 February 2026 (1)
Case T‑184/25
Veronsaajien oikeudenvalvontayksikkö
other party:
A Oy
(Request for a preliminary ruling from the Korkein hallinto-oikeus (Supreme Administrative Court, Finland))
( Reference for a preliminary ruling – Taxation – Value added tax – Directive 2006/112/EC – Exemptions – Management of credit and of credit guarantees – Transactions involving debts – Single service – Sale of credit granted to customers by a first financial undertaking to a second financial undertaking – Management of credit retained by the first undertaking – Loans secured by a bond issued by the second undertaking )
Introduction
1.        The present case is one of many references for a preliminary ruling concerning the exemptions from value added tax (VAT) applicable to financial services. (2) The application of the provisions of Directive 2006/112/EC (3) (‘the VAT Directive’) governing those exemptions, drawn up in the 1970s under the Sixth Directive 77/388/EEC (4) (‘the Sixth Directive’), has raised a large number of questions and has also revealed a need for reform. (5)
2.        In the present case, the General Court is called upon to examine the exemption from VAT of certain transactions relating to a commercial practice in the financial sector, namely the securitisation of housing loans. The group of undertakings at issue in the main proceedings intends to transfer housing loans from the original lending undertaking to a specific undertaking in order for that undertaking to issue bonds secured by those loans, while the management of those loans is retained by the original lender. In the dispute in the main proceedings, which concerns a request for an advance tax ruling made by the original lender, the question arises as to whether the management of those loans is exempt from VAT.
Legal framework
European Union law
3.        Under Article 2(1)(c) of the VAT Directive, ‘the supply of services for consideration within the territory of a Member State by a taxable person acting as such’ is subject to VAT.
4.        Article 135(1) of the VAT Directive requires Member States to exempt the following transactions:
‘…
(b)      the granting and the negotiation of credit and the management of credit by the person granting it;
(c)      the negotiation of or any dealings in credit guarantees or any other security for money and the management of credit guarantees by the person who is granting the credit;
(d)      transactions, including negotiation, concerning deposit and current accounts, payments, transfers, debts, cheques and other negotiable instruments, but excluding debt collection;
…’
5.        The provisions set out in the preceding paragraph correspond to Article 13B(d)(1) to (3) of the Sixth Directive, which was repealed and replaced, with effect from 1 January 2007, by the VAT Directive.
Finnish law
6.        The VAT Directive is transposed into Finnish law by the Law of 30 December 1993/1501 on VAT, as amended (‘the Law on VAT’).
7.        Under points 2 and 3 of the first subparagraph of Paragraph 42 of the Law on VAT, read in conjunction with Paragraph 41 of that law, the granting of credit and other financing arrangements and the management of credit by the person granting the credit are exempt from VAT.
The dispute in the main proceedings and the questions referred for a preliminary ruling
8.        The dispute in the main proceedings concerns an advance tax ruling requested by the company A Oy. In its request for an advance tax ruling, that undertaking submitted a statement of the facts so that the keskusverolautakunta (Central Tax Board, Finland) could establish the tax consequences, with regard to VAT, of the proposed transactions. That statement may be summarised as follows, in so far as it is relevant to the present case.
9.        A is the main institution of a bank in Finland. That undertaking grants credit for the financing of housing. After the credit has been drawn down, a large proportion of that credit is immediately sold to B Oy, a wholly owned subsidiary of A.
That sale results in the transfer to B of all the rights and obligations connected with the credit. Most of the credit sold to B serves as security for bonds issued by that undertaking. However, A remains responsible for the management of the credit, including associated securities, and acts as a representative of B vis-à-vis the borrowers. For that management, A receives remuneration from B at market price.
10.      In the advance tax ruling, the Central Tax Board found, first, that A’s credit sales to B are exempt from VAT under point 2 of the first subparagraph of Paragraph 42 of the Law on VAT. Secondly, it took the view that the credit management services provided by A to B are carried out by the person granting credit within the meaning of point 3 of the first subparagraph of Paragraph 42 of the Law on VAT and are, consequently, exempt from VAT, with the exception of debt collection services. The veronsaajien oikeudenvalvontayksikkö (Tax Recipients’ Legal Services Unit, Finland) brought an action against that advance tax ruling, claiming that the exemption for credit management is applicable only where the taxable person acts both as the person granting the credit and as the credit manager. In the present case, however, A was no longer the person granting the credit.
11.      The referring court, the Korkein hallinto-oikeus (Supreme Administrative Court, Finland), considers that EU law, namely Article 135(1)(b) to (d) of the VAT Directive, may be interpreted as meaning that the Member States are required to exempt the transactions in question. However, following a contrary decision by the Högsta förvaltningsdomstolen (Supreme Administrative Court, Sweden), (6) the Korkein hallinto-oikeus (Supreme Administrative Court) decided to stay the proceedings and to refer, pursuant to the preliminary ruling procedure under Article 267 TFEU, the following questions to the Court of Justice:
‘(1)      Where a financial undertaking sells credit which it has granted to a customer to another financial institution and continues to manage that credit itself for consideration after having sold it,
is Article 135(1)(b) of the VAT Directive, which concerns the exemption from tax of the management of credit by the person granting it, to be interpreted as also covering the case where the former undertaking continues to manage the credit which it has itself granted and has sold to that other financial institution?
(2)      If the answer to the first question is in the negative and the management of credit by the former undertaking concerns credit serving to secure a bond issued by another financial institution,
is Article 135(1)(c) of the VAT Directive, which concerns the exemption from tax of any dealings in credit guarantees or any other security for money, to be interpreted as also covering the case where the former undertaking manages credit serving to secure a bond issued by another financial institution?
(3)      If the answer to the second question is in the negative,
is Article 135(1)(d) of the VAT Directive, which concerns the exemption from tax of transactions concerning debts, to be interpreted as also covering the case where the former undertaking manages debts transferred to another financial institution?’
Analysis
Preliminary observations
12.      The present case essentially concerns VAT on the securitisation of housing loans. Securitisation involves transactions that enable, inter alia, a lender to refinance a set of loans by transforming them into tradable securities. (7) In the context of such a transaction, for example, an undertaking forming part of a banking group, the activity of which includes the granting of housing loans, transfers those loans to a special undertaking (8) in the same group so that that undertaking may issue negotiable bonds which are secured by the loans transferred. That transaction enables the banking group to refinance its activities. Since the special undertaking merely issues the refinancing instrument, the management of the loans remains the responsibility of the bank which concluded the mortgage agreements and which has the necessary competences and resources for that purpose.
13.      As regards the tax treatment of credit securitisation, it would be advantageous for the banking group if the remuneration which the bank receives from the special undertaking for the credit management was not subject to VAT. The latter undertaking does not have the right to deduct VAT, since its bond issuing and credit granting activities are exempt from that tax. (9) Consequently, the banking group would have to bear the VAT charged on the management of credit if that transaction were not exempt.
14.      Although a large part of the activities in the financial sector are exempt from VAT under Article 135(1)(a) to (g) of the VAT Directive, the exemptions do not apply generally to all activities in that sector. It is therefore necessary to examine below, in the context of the three questions referred for a preliminary ruling, the three tax exemptions which might apply to the credit management in question. In that examination, I shall also analyse the Court’s case-law on the corresponding provisions of the Sixth Directive, which remains relevant to the interpretation of the VAT Directive. (10)
First question referred for a preliminary ruling
15.      By its first question, the referring court asks, in essence, whether Article 135(1)(b) of the VAT Directive must be interpreted as meaning that the management of credit by an undertaking which sold that credit, after granting it itself, and which continues to manage it for consideration for the purchaser, falls within the exemption laid down in that provision.
16.      The answer to the question referred for a preliminary ruling depends on the interpretation of the concept of ‘management of credit by the person granting it’. While there appears to be no doubt that the services in question fall within the scope of ‘management of credit’, the question arises as to which of the persons subject to VAT who carry out such management are eligible for that exemption.
17.      According to settled case-law, in interpreting a provision of EU law, it is necessary to consider not only its wording but also its context and the objectives pursued by the legislation of which it forms part. (11)
Wording and context of the exemption
18.      As far as a literal interpretation is concerned, it is apparent from a comparison of the different language versions that the wording of Article 135(1)(b) of the VAT Directive is open to two different interpretations, namely that the exemption is reserved either to the original lender or to the current lender. The first interpretation, according to which the exemption is reserved to the original lender, follows in particular from the Greek-, French- and Dutch-language versions, which use a verb in the past tense to describe the granting of credit. (12) That means that the person benefiting from the exemption is the person who paid the amount of the credit to the borrower in the past, at the beginning of the contractual relationship. The second interpretation, according to which the exemption is reserved to the current lender, is supported, in particular, by the English-, Croatian-, Romanian- and Slovenian-language versions of the text, which refer to the current existence of the credit by using the equivalent of the verb ‘to grant’ in the present tense. (13) The German- and Finnish-language versions of that provision may even be understood as being consistent with either of those two interpretations. (14) In that context, the wording of Article 135(1)(b) of the VAT Directive does not provide a clear answer to the question of who is to benefit from the exemption of credit management.
19.      The context of Article 135(1)(b) of the VAT Directive does not provide any additional clarity either. Article 135(1) of the VAT Directive, which provides, inter alia, for the exemption in question, lists a set of exempt transactions, which are independent of each other and have in common only the fact that they do not fall within the scope of activities in the public interest which are exclusively covered by the exemptions provided for in Article 132 of the VAT Directive. The title of Article 135 refers only to ‘other activities’ exempted under the VAT Directive. To the extent that the other provisions of that directive refer to Article 135(1)(b) of that
directive, (15) there is, in that regard, only one joint reference made to several exemptions relating to the financial transactions referred to in paragraph 1. Those references do not therefore allow any conclusions to be drawn as regards the exemption of credit management.
Purpose of the exemption
20.      Since the literal and systematic interpretations do not provide a definitive answer, a teleological interpretation must be made. According to settled case-law, the terms used to specify the exemptions from VAT provided for in Article 135
of the VAT Directive must be interpreted strictly; nonetheless, their interpretation must be consistent with the objectives pursued by those exemptions. (16)
21.      The purpose of the exemption for financial transactions laid down in Article 135(1)(a) to (g) of the VAT Directive is, first, to alleviate the difficulties connected with determining the tax base and the amount of VAT deductible and, secondly, to avoid an increase in the cost of consumer credit. (17) More specifically, the exemption provided for in Article 135(1)(b) of the VAT Directive primarily serves the second purpose, namely to avoid an increase in the cost of consumer credit. (18)
22.      In that regard, I agree with the referring court that that purpose also applies to the housing loans at issue in the present case, although it is not consumer credit in the strict sense of the term. First, it is apparent from the wording of Article 135(1)(b) that that provision covers all credit. Secondly, the Court has never concluded that that exemption applies only to consumer credit. It is true that, in the cases cited above, (19) the Court referred to ‘consumer’ credit when it addressed the purpose of those exemptions. However, that reference is explained by the fact that the exemption in question leads to a reduction in the tax burden only for consumers, given that taxable persons, even without the tax exemption, would not, in principle, have to bear additional costs for the credit owing to the deduction of input tax. (20)
23.      Nonetheless, the purpose of avoiding an increase in the cost of credit for consumers does not provide a decisive answer to the question referred either. It must be stated that the two possible interpretations, both that the exemption is reserved to the current lender and that the exemption is reserved to the original lender, could lead to an increase in the cost of the credit if it is sold.
24.      First, if Article 135(1)(b) of the VAT Directive were to exempt the management of credit by the current lender, the cost of the credit would be increased in a situation where a credit seller, who was the original lender, would continue to manage the credit, as in the present case. That management would be classified as a supply of services, provided by the seller to the purchaser, subject to VAT and not exempt under Article 135(1)(b) of the VAT Directive. Since the activity of the purchaser of the credit would be exempt from VAT, (21) that purchaser would have to bear the VAT levied by the seller on the credit management services (22) and would very likely attempt to pass that tax on to the borrowers, which would increase the cost of the credit for the latter.
25.      Secondly, if the exemption in question were to relate to the management of credit by the original lender, the cost of the credit would be increased in both situations, namely where the purchaser of the credit carries out that management and where the seller of the credit continues to do so. In the first case, the purchaser could provide credit management services which would be invoiced separately to the borrowers. Those services would not be exempt from VAT on the ground that the purchaser is not the original lender, who would be the only one able to benefit from the exemption at issue. Thus, the purchaser would have to charge VAT on those services, which would lead to an increase in the cost of the credit for consumers. In the second situation, namely where the seller continues to manage the credit for the purchaser, while the management on behalf of the purchaser is indeed exempt from VAT, the same is not true of the credit management services invoiced by the seller, in the name of the purchaser, to the borrowers. The latter services are provided, from a VAT viewpoint, by the purchaser. By acting on behalf of the purchaser, the seller fulfils the latter’s contractual obligations towards borrowers. Thus, those services would not fall within the exemption in question on the ground that that exemption does not cover management by the current lender, namely the purchaser, which would also lead to an increase in the cost of the credit to consumers.
26.      In any event, it cannot be argued that the credit management services provided by the current lender to the borrowers are exempt from VAT without relying on the credit management exemption under Article 135(1)(b) of the VAT Directive. In that regard, the referring court and the Finnish Government consider that, as a general rule, the current lender does not sell its credit management services to the borrowers. In addition, they argue that, even if the current lender were to charge separate consideration for its services – for example, processing fees linked to the instalment payments of the credit – that would in fact be consideration for the granting of credit, which is exempt under the same provision.
27.      Nevertheless, first, there are services provided by the current lender which could be classified as credit management distinct from the granting of credit. Where, for example, the current lender charges a borrower fees for a certificate of interest, it seems to me unlikely that that service can be regarded as forming part of the granting of the credit. In addition, there are other examples for which it is, at the very least, difficult to determine whether the service in question is distinct from that of the granting of the credit, such as the termination of the contract paid by way of early repayment penalties. (23) If the credit management were not exempt from VAT, VAT would be payable on such services provided by the current lender.
28.      Secondly, there is, admittedly, another situation in which the credit management services provided by the current lender could be exempted, without the application of the exemption in Article 135(1)(b) of the VAT Directive relating to credit management. The Court has consistently held that an ancillary service shares the tax treatment of the principal service. (24) In so far as credit management is classified as a service ancillary to the granting of credit, the exemption of the latter would extend to that management. However, the Court considers that a service must be regarded as ancillary to a principal service, in particular, if it does not constitute for customers an aim in itself but a means of better enjoying the principal service supplied. (25) In addition, it is also clear from the case-law of the Court that there is no absolute rule for determining whether a service shares the tax treatment of another service and that all the circumstances in which the transaction concerned takes place must always be taken into account. (26) In the light of those requirements in the case-law, I doubt whether all credit management services may be regarded as a service ancillary to the granting of credit. That finding applies, inter alia, to the abovementioned examples, since a certificate of interest serves purposes other than those of the credit agreement and the early termination of that agreement is also not a ‘means of better enjoying’ the granting of the credit.
29.      Thirdly, almost all Member States share the conviction that the exemption of credit management is of fundamental importance to the current lender. During their deliberations within the VAT Committee, the Member States almost unanimously agreed that, in the context of credit granted by a group of syndicated banks, the management of that credit, carried out by one of the syndicated banks in return for consideration paid by the borrower, does not fall under the exemption for the granting of credit, but under that for the management of credit under Article 135(1)(b) of the VAT Directive. (27) Thus, it is clear that the exemption of the management of credit under that provision is necessary in order for the entirety of the current lender’s credit-related activities to be exempt.
Purpose of the restriction of the personal scope
30.      Since the answer to the question referred for a preliminary ruling cannot be inferred from the general objective of the exemption at issue, it is necessary to identify, more specifically, the reason why the personal scope of the credit management exemption is limited to particular taxable persons only. The wording of the exemption clearly refers only to the management of credit carried out by specific persons.
31.      However, the legislature has not provided any indication as to the purpose of limiting the personal scope of that exemption.
32.      That apples, in the first place, to the travaux préparatoires relating to the provision in question. Article 135(1)(b) of the VAT Directive replaces Article 13B(d)(1) of the Sixth Directive, the wording of which was identical. The Commission’s proposal for the Sixth Directive provided only for the exemption of ‘credit transactions’, without a reference to the management of credit, while the final version of the Sixth Directive, as adopted by the Council, also included the exemption of credit management transactions. (28) While the addition by the Council of the exemption of the management of credit in the final text may result from the Economic and Social Committee’s request to clarify the scope of the concepts covered by that exemption, (29) the origin of the words ‘by the person granting it’ remains uncertain.
33.      In the second place, the transitional arrangements for the exemption in question, provided for by the Sixth Directive and applicable until 31 December 1990, (30) provide no indication of the reasons which led the EU legislature to limit the scope of the exemption in question. That scheme authorised the Member States, under Article 28(3)(b) and point 13 of Annex F to that directive, to maintain during the transitional period the exemption of ‘management of credit … by a person or a body other than the one which granted the credits’. That provision of the transitional arrangements was thus intended to exempt the management of credit which was not exempted under Article 13B(d)(1) of the Sixth Directive, now Article 135(1)(b) of the VAT Directive. It could therefore be inferred, by a contrario reasoning, that the latter exemption, which was not transitional, applied only to the management carried out by the persons ‘which granted the credits’. The same logic is confirmed in particular by the German- and English-language versions of the transitional arrangements which use a verb in the past tense, (31) although that is not the case in the text of the exemption laid down in the Sixth Directive. (32) That could indicate that the legislature intended to restrict the personal scope of the exemption of the management of credit, provided for in Article 13B(d)(1) of the Sixth Directive to the original lender alone. Nevertheless, it should be noted that there are semantic differences between, first, several language versions of the transitional arrangements and, secondly, the wording of the exemption provided for in Article 13B(d)(1) of the Sixth Directive. (33) It is thus established that, when drafting the Sixth Directive, the EU legislature did not align the wording of that exemption with that of the transitional regime, with the result that it seems to me difficult to infer from the transitional regime the objective pursued by the legislature when it limited the personal scope of the exemption.
34.      In the light of the foregoing, it is clear from the wording of Article 135(1)(b) of the VAT Directive that the EU legislature intended to restrict the personal scope of the exemption relating to the management of credit, but without specifying the ratio legis. All that can be inferred from the very existence of a restriction of the personal scope, either to the original lender or to the current lender, is that the legislature did not seek to give more favourable tax treatment the outsourcing of credit management to a third party.
Fundamental principles of the common system of VAT
35.      Since it is not possible to determine the legislature’s intention as to the purpose of the restriction of the personal scope, the interpretation of that restriction must be inferred from the general principles of the common system of VAT. Such an analysis leads to the conclusion that the management of credit should not be exempt from VAT unless it is a service ancillary to the granting of credit provided by the current lender. (34) Thus, the exemption of credit management is intended to ensure that all the services provided in the context of a credit relationship are exempt from VAT, while excluding the possibility of outsourcing the credit management to anyone free of VAT.
36.      In the first place, only that interpretation satisfies the principle of fiscal neutrality. That principle must be observed in particular in the context of the exemption provided for in Article 135(1)(b) of the VAT Directive. (35) The principle of fiscal neutrality requires that economic operators carrying out the same transactions should not be treated differently for VAT purposes. (36) According to that principle, as the Commission submitted in its written observations, there should be no difference in the VAT treatment of credit management services based on whether a lender outsources those services to the person who initially granted the credit or to another person.
37.      In the second place, the interpretation that only the management of credit by the current lender is exempt under Article 135(1)(b) of the VAT Directive precludes tax schemes designed to enable any third party to carry out VAT-exempt credit management. Preventing tax avoidance and abuse is an objective recognised and encouraged by the VAT Directive. (37) If the exemption in question were to be interpreted as referring to the management carried out by the original lender, any lender could exempt its outsourcing of credit management to any third party by allowing the third party, in the context of that management, to grant the credit formally and by immediately purchasing it from that third party. Thus, the restriction of the personal scope of the credit management exemption would be circumvented and would be deprived of any effect.
The answer to the first question referred for a preliminary ruling
38.      In the light of the foregoing considerations, I propose that the answer to the first question should be that Article 135(1)(b) of the VAT Directive must be interpreted as meaning that the management of credit by an undertaking which sold that credit after having itself granted it and which continues to manage it for consideration for the purchaser is not covered by the exemption laid down in that provision.
Second question referred for a preliminary ruling
39.      By its second question, the referring court asks, in essence, whether Article 135(1)(c) of the VAT Directive must be interpreted as meaning that the management of credit by an undertaking which sold it and which continues to manage it for consideration for the purchaser, who has issued a bond secured by that credit, falls within the exemption laid down in that provision.
40.      As a preliminary point, it should be noted that neither the referring court, nor the parties to the main proceedings, nor the other parties to the present proceedings have expressed their views in detail on the possible application of that provision. The referring court merely stated that the fact that the credit managed by A serves as a security for a bond issued by B could result in the exemption provided for in Article 135(1)(c) of the VAT Directive being applicable.
41.      That provision has two parts. First, it is intended to exempt ‘the negotiation of or any dealings in credit guarantees or any other security for money’. Secondly, the exemption relates to ‘the management of credit guarantees by the person who is granting the credit’.
42.      As regards the first part, it should be noted that the wording of the provision differs in the different language versions. (38) Although there is nothing to suggest that the management of credit serving as a security for a bond issued by the purchaser of that credit constitutes ‘la négociation [ou] la prise en charge’ of a security within the meaning of the French-language version of that provision, (39) it cannot be ruled out that that management is covered by the expression ‘any dealings in credit guarantees’ used in the English-language version. (40)
43.      Nevertheless, it is clear from the context of the exemption provided for in Article 135(1)(c) of the VAT Directive that that provision is not applicable to the management of credit.
44.      The exemption provided for in Article 135(1)(b) of the VAT Directive already explicitly extends to ‘the management of credit’. The express inclusion of the management of credit in that exemption would, as the Commission submits, in essence, in its written observations, be devoid of practical effect if the management of credit also fell within the scope of other exemptions.
45.      Moreover, if the exemption provided for in Article 135(1)(c) of the VAT Directive could also apply to the management of credit, the restriction of the personal scope of the exemption for the management of credit, laid down in point (b), would be circumvented.
46.      In order to avoid such consequences, Article 135(1)(b) of the VAT Directive must be regarded as a lex specialis applicable to exemptions relating to credit management transactions. Accordingly, the first part of Article 135(1)(c) of that directive does not apply to the management of credit.
47.      As regards the second part of Article 135(1)(c) of the VAT Directive, namely ‘the management of credit guarantees by the person who is granting the credit’, even though that question was not expressly raised by the referring court, it should be noted that the management, by the original lender, of guarantees related to credit for the purchaser of that credit, is also not exempt under Article 135(1)(c) of the VAT Directive. According to that provision, such management of credit guarantees is exempt only if it is ‘carried out by the person who is granting the credit’. In that regard, there is no reason to give that expression a different interpretation from that adopted in the context of the first question referred for a preliminary ruling, with the result that the management of credit guarantees is exempt only if it is carried out by the current lender. (41)
48.      Consequently, the answer to the second question must be that Article 135(1)(c) of the VAT Directive must be interpreted as meaning that the management of credit by an undertaking which sold it and which continues to manage it for consideration for the purchaser, who has issued a bond secured by that credit, is not covered by the exemption laid down in that provision.
Third question referred for a preliminary ruling
49.      Lastly, it falls to examine the third question, by which the referring court asks, in essence, whether Article 135(1)(d) of the VAT Directive must be interpreted as meaning that the management of credit by an undertaking which sold that credit, after granting it itself, and which continues to manage it for consideration for the purchaser, falls within the exemption laid down in that provision. More specifically, the referring court wishes to know whether that credit management could be exempt under that provision as ‘transactions … concerning … payments’ or as ‘transactions … concerning … debts’.
50.      Even if it were accepted that certain services relating to credit management could fall within the definition of transactions concerning payments (42) or debts, Article 135(1)(d) of the VAT Directive is nevertheless not applicable to the management of credit. As regards the exemption of credit management, the provision in Article 135(1)(b) of the VAT Directive is the lex specialis, as already stated in the answer to the second question. (43)
51.      However, the question arises as to whether the management of credit in the present case could indirectly benefit from the exemption provided for in Article 135(1)(d) of the VAT Directive on the ground that the management constitutes a supply ancillary to the sale of the credit which could be exempt under that provision. First, the sale of credit could constitute a transaction concerning debts within the meaning of that provision. Secondly, according to settled case-law, several formally distinct principal services form a single service where one or more services constitute a principal service and the other service or services constitute one or more ancillary services which share the tax treatment of the principal service. (44) In that regard, and purely for information purposes, I would point out that the tax authorities of at least one Member State have already taken the view that the management of debts by their seller benefits, as an ancillary service, from the exemption of transactions concerning debts. (45)
52.      However, I am of the view that, in the present case, the General Court is not in a position to establish that the management of credit by the seller of that credit benefits from an exemption on the indirect basis referred to above.
53.      In the first place, the application of Article 135(1)(d) of the VAT Directive to credit management as a service ancillary to the sale of credit could call into question the lex specialis nature of Article 135(1)(b) of the VAT Directive, which refers to the exemption of credit management as service ancillary to the granting of credit. It follows from the interpretation of Article 135(1)(b) of the VAT Directive that the management of credit is to be exempt only where it is a service ancillary to the granting of credit. (46) That interpretation would, in my view, be circumvented if credit management could benefit from the exemption as a service ancillary, that is to say auxiliary, to a service which is not classified as the granting of credit.
54.      In the second place, although the advance ruling at issue finds that the sale of the credit was exempt from VAT, I have doubts as to whether that finding is consistent with EU law. In the present case, the sale of credit involves the transfer of all the rights and obligations of the credit agreements and not simply the loans. In a similar situation, the Court has already held that the sale of reinsurance contracts does not fall within the scope of the exemptions for financial services. (47) It found, inter alia, that the transfer of a portfolio of reinsurance contracts could not be exempted as a combination of dealing, within the meaning of the provision now Article 135(1)(c) of the VAT Directive, and a transaction concerning debts, within the meaning of the provision now Article 135(1)(d) of the VAT Directive. Thus, by analogy, I have doubts as to whether the sale of credit may be exempt from VAT on the basis of Article 135(1)(d) of the VAT Directive. Accordingly, the exemption for the management of credit, under that provision, as a service ancillary to the sale of credit, would already be impossible on the ground that the latter service does not satisfy the criteria for exemption.
55.      In any event, the General Court does not have sufficient information to decide whether, in the present case, the sale of credit could be exempt under Article 135(1)(d) of the VAT Directive, since the referring court did not refer that question to the General Court.
56.      In the third and last place, it seems to me unlikely that the management of credit constitutes a service ancillary to the sale of credit for the purposes of the Court’s case-law.
57.      The Court considers that a service is ancillary, inter alia, where it does not constitute for customers an aim in itself but a means of better enjoying the principal service supplied. (48) In order to determine whether that criterion is satisfied, the Court takes into account the economic objective thus pursued and the interests of the recipients of the supplies. (49) Moreover, the Court points out that there is no absolute rule for determining whether a service shares the tax treatment of another service and that all the circumstances in which the transaction in question is carried out must always be taken into consideration, (50) which falls within the jurisdiction of the national courts. (51)
58.      However, the Court itself has sometimes referred to more specific rules in its case-law. Thus, the fact that the allegedly ancillary service could be provided in the same manner by a third party, (52) or that that service is offered by the supplier, in practice, independently of the allegedly principal service, (53) militates against the existence of an ancillary service. That ‘independence rule’ seems to me to be entirely appropriate for ensuring fiscal neutrality and protecting competition. In particular, if the allegedly ancillary service can also be obtained independently from other taxable persons, they would suffer a competitive disadvantage if that service were regarded as exempt only as a service ancillary to another service.
59.      As regards, in the present case, the management of credit for the credit purchaser, the application of that ‘independence rule’ means that it is impossible at the outset to consider that that management is a service ancillary to the sale of credit. The purchaser of the credit could transfer the credit management to another taxable person without that affecting the acquisition of the credit agreements, meaning that credit management is a service independent of the sale of the credit. Thus, the ‘independence rule’ prevents the choice of a supplier of services from being influenced by more favourable VAT treatment.
60.      In the light of the foregoing, I propose that the answer to the third question should be that Article 135(1)(d) of the VAT Directive must be interpreted as meaning that the management of credit by an undertaking which sold that credit after having itself granted it and which continues to manage it for consideration for the purchaser is not covered by the exemption laid down in that provision.
Conclusion
61.      In the light of all those considerations, I propose that the General Court answer the questions referred for a preliminary ruling by the Korkein hallinto-oikeus (Supreme Administrative Court, Finland) as follows:
(1)      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 management of credit by an undertaking which sold that credit after having itself granted it and which continues to manage it for consideration for the purchaser is not covered by the exemption laid down in that provision.
(2)      Article 135(1)(c) of Directive 2006/112
must be interpreted as meaning that the management of credit by an undertaking which sold it and which continues to manage it for consideration for the purchaser, who has issued a bond secured by that credit, is not covered by the exemption laid down in that provision.
(3)      Article 135(1)(d) of Directive 2006/112
must be interpreted as meaning that the management of credit by an undertaking which sold that credit after having itself granted it and which continues to manage it for consideration for the purchaser is not covered by the exemption laid down in that provision.
Maja Brkan
Delivered in open court in Luxembourg on 25 February 2026.
[Signatures]
1      Original language: French.
2      The case-law in that area has been abundant since the judgment of 19 January 1982, Becker, 8/81, EU:C:1982:7.
3      Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax (OJ 2006 L 347, p. 1).
4      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).
5      See Proposal for a Council Directive amending Directive 2006/112/EC on the common system of value added tax, as regards the treatment of insurance and financial services, COM(2007) 747 final; European Commission, Combined evaluation roadmap/inception impact assessment,
22 October 2020, Document Ares(2020)5770956.
6      Högsta förvaltningsdomstolen (Supreme Administrative Court), judgment of 31 January 2023, 4948-22.
7      See, to that effect, recital 1 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 (OJ 2017 L 347, p. 35). That regulation, while not the subject of the present reference for a preliminary ruling, provides a useful definition of the concept of ‘securitisation of loans’.
8      An ‘SSPE’ (Securitisation Special Purpose Entity), within the meaning of Article 2(2) of Regulation 2017/2402.
9      Under Article 135(1)(b) and (f) of the VAT Directive; in accordance with Article 168 of that directive, the right to deduct input VAT depends, in principle, on the taxation of output transactions.
10      See, inter alia, judgment of 15 May 2019, Vega International Car Transport and Logistic, C‑235/18, EU:C:2019:412, paragraph 24, relating to Article 135(1)(b) of the VAT Directive, and, to that effect, judgment of 3 October 2019, Cardpoint, C‑42/18, EU:C:2019:822, paragraph 19, in which the Court held, in relation to Article 135(1)(d) of the VAT Directive, that its case-law relating to the VAT Directive is relevant in interpreting the Sixth Directive.
11      Judgment of 4 September 2025, Quirin Privatbank, C‑655/23, EU:C:2025:655, paragraph 37 and the case-law cited.
12      The Greek-language version is worded ‘που τις χορήγησε’, the French-language version uses the expression ‘qui les a octroyés’, while the Dutch-language version speaks of ‘die deze heeft verleend’.
13      By the use of the present participle in the English language version (‘the person granting it’) or the present tense in the Croatian- (‘koja ga odobrava’), Romanian- (‘care le acordă’) and Slovenian- (‘ki kredit odobri’) language versions.
14      By the use of the word ‘Kreditgeber’ in the German-language version and ‘luotonantaja’ in the Finnish-language version, respectively, which, according to my understanding and checks, may describe both a person who has granted credit and the legal status of a person bound by a credit agreement.
15      Those are Article 137(1)(a); Article 169(c); Article 174(2)(c); Article 220(2); Article 221(2); and Article 288(1)(e) of the VAT Directive.
16      See, to that effect, judgments of 6 November 2003, Dornier, C‑45/01, EU:C:2003:595, paragraph 42; of 24 November 2022, CIG Pannónia Életbiztosító, C‑458/21, EU:C:2022:924, paragraph 20; and of 23 October 2025, Kosmiro, C‑232/24, EU:C:2025:820, paragraphs 46 and 47.
17      See, to that effect, judgments of 19 April 2007, Velvet & Steel Immobilien, C‑455/05, EU:C:2007:232, paragraph 24; of 22 October 2009, Swiss Re Germany Holding, C‑242/08, EU:C:2009:647, paragraph 49; and of 10 March 2011, Skandinaviska Enskilda Banken, C‑540/09, EU:C:2011:137, paragraph 21.
18      Judgment of 6 October 2022, O. Fundusz Inwestycyjny Zamknięty reprezentowany przez O, C‑250/21, EU:C:2022:757, paragraph 41.
19      See footnotes 17 and 18 to the present Opinion.
20      See Hutchings
, G., Les opérations financières et bancaires et la taxe sur la valeur ajoutée, Commission of the EuropeanCommunities, Collection Études, Série Concurrence – Rapprochement des législations
No 22, Brussels, 1973, p. 38, point (a).
21      The granting of credit by the purchaser to borrowers would be exempt from VAT under Article 135(1)(b) of the VAT Directive.
22      The purchaser would not be entitled, under Article 168 of the VAT Directive, to deduct that VAT on the ground that those management services are used for an activity exempt from VAT.
23      Early repayment penalties refer to the sum which the borrower pays by way of compensation when he or she pays off the credit before the due date.
24      See, inter alia, judgments of 25 February 1999, CPP, C‑349/96, EU:C:1999:93, paragraphs 29 and 30; of 2 December 2010, Everything Everywhere, C‑276/09, EU:C:2010:730, paragraphs 21 to 24; and of 23 October 2025, Brose Prievidza, C‑234/24, EU:C:2025:831, paragraph 54.
25      See, inter alia, judgments of 25 February 1999, CPP, C‑349/96, EU:C:1999:93, paragraph 30; of 2 December 2010, Everything Everywhere, C‑276/09, EU:C:2010:730, paragraph 25; and of 23 October 2025, Brose Prievidza, C‑234/24, EU:C:2025:831, paragraph 65.
26      See, inter alia, judgment of 23 October 2025, Kosmiro, C‑232/24, EU:C:2025:820, paragraph 59 and the case-law cited.
27      See, in that regard, VAT Committee, Guidelines resulting from the 110th meeting of 13 April 2018, Document A, taxud.c.1(2018)6540764 – 955, point 1.
28      Proposal for a Sixth Council Directive on the harmonisation of the legislation of Member States concerning turnover taxes of 20 June 1973, COM(73) 950 final (amended on 26 July 1974, COM(74) 795 final), Article 14B(j).
29      Consultation on the proposal for a Sixth Council Directive on the harmonisation of the legislation of the Member States concerning turnover taxes of 31 January 1974 (OJ 1974 C 139, p. 15), Article 14(3).
30      Pursuant to Article 1(2)(b) of the Eighteenth Council Directive 89/465/EEC of 18 July 1989 on the harmonisation of the laws of the Member States relating to turnover taxes – Abolition of certain derogations provided for in Article 28(3) of the Sixth Directive, 77/388/EEC (OJ 1989 L 226, p. 21).
31      The English-language version uses the expression ‘which granted the credits’ and the German-language version states ‘die die Kredite gewährt haben’.
32      See footnotes 13 and 14 to the present Opinion.
33      See, in particular, the French-language version of the transitional provision, which uses the expression ‘ayant accordé les crédits’, compared with the expression ‘qui les a octroyés’ used in Article 13B(d)(1) of the Sixth Directive; the English-language version (‘which granted the credits’ in the transitional provision compared with ‘the person granting it’ in Article 13 of the Sixth Directive); the German-language version (‘die die Kredite gewährt haben’ in the transitional provision compared with the term ‘Kreditgeber’ used in Article 13 of the Sixth Directive); and the Dutch-language version (‘welke de kredieten heeft verstrekt’ in the transitional provision compared with ‘die deze heeft verleend’ in Article 13 of the Sixth Directive).
34      See also, to that effect, European Commission, Working paper No 941 of 15 March 2018 for the VAT Committee, ‘VAT treatment of certain services provided in relation to syndicated loans’, p. 13; Henkow, O., Financial Activities in European VAT: A Theoretical and Legal Research of the European VAT System and the Actual and Preferred Treatment of Financial Activities, 2007, p. 100 (point 4.2.4).
35      See, to that effect, judgment of 6 October 2022, O. Fundusz Inwestycyjny Zamknięty reprezentowany przez O, C‑250/21, EU:C:2022:757, paragraphs 32 and 41 and the case-law cited.
36      See, inter alia, to that effect, judgment of 30 September 2021, Icade Promotion, C‑299/20, EU:C:2021:783, paragraph 36 and the case-law cited.
37      See, inter alia, judgment of 10 July 2025, KONREO, C‑276/24, EU:C:2025:554, paragraph 31 and the case-law cited.
38      See, to that effect, judgment of 19 April 2007, Velvet & Steel Immobilien, C‑455/05, EU:C:2007:232, paragraph 18.
39      The same applies to the German- (‘Übernahme von … Garantien’), Greek- (‘την ανάληψη … εγγυήσεων’) and Dutch- (‘het aangaan van … garantieverbintenissen’) language versions of that provision.
40      The same is true of some other language versions of that provision, the wording of which is also very open, such as the Croatian- (‘bilo koja druga vrsta poslovanja s kreditnim garancijama’), Romanian- (‘orice tranzacții cu astfel de garanții’), Slovenian- (‘druge vrste poslovanja v zvezi s kreditnimi garancijami’) and Finnish- (‘muu käsittely’) language versions.
41      See points 35 to 38
of the present Opinion.
42      See the definition of that concept in judgment of 25 July 2018, DPAS, C‑5/17, EU:C:2018:592, paragraph 38.
43      See points 42 to 45
of the present Opinion.
44      See, inter alia, judgments of 25 February 1999, CPP, C‑349/96, EU:C:1999:93, paragraphs 29 and 30; of 2 December 2010, Everything Everywhere, C‑276/09, EU:C:2010:730, paragraphs 21 to 24; and of 23 October 2025, Kosmiro, C‑232/24, EU:C:2025:820, paragraph 58.
While it is true that there may be a second category of single service in the form of a complex supply (see Opinion of Advocate General Kokott in Brose Prievidza, C‑234/24, EU:C:2025:383, points 44 to 46), in the present case, only the category of ancillary service merits discussion.
45      See, to that effect, the Umsatzsteuer-Anwendungserlass (VAT application decree) of the German tax authorities of 1 October 2010, version of 12 November 2025, point 2.4, paragraph 3, seventh sentence.
46      See point 35
of the present Opinion.
47      See judgment of 22 October 2009, Swiss Re Germany Holding, C‑242/08, EU:C:2009:647.
48      See, inter alia, judgments of 25 February 1999, CPP, C‑349/96, EU:C:1999:93, paragraph 30; of 2 December 2010, Everything Everywhere, C‑276/09, EU:C:2010:730, paragraph 25; and of 23 October 2025, Brose Prievidza, C‑234/24, EU:C:2025:831, paragraph 54.
49      Judgment of 23 October 2025, Kosmiro, C‑232/24, EU:C:2025:820, paragraph 59 and the case-law cited.
50      See, inter alia, judgments of 27 September 2012, Field Fisher Waterhouse, C‑392/11, EU:C:2012:597, paragraph 19, and of 23 October 2025, Kosmiro, C‑232/24, EU:C:2025:820, paragraph 59.
51      See, inter alia, judgments of 27 September 2012, Field Fisher Waterhouse, C‑392/11, EU:C:2012:597, paragraph 20, and of 23 October 2025, Brose Prievidza, C‑234/24, EU:C:2025:831, paragraph 55.
52      See, to that effect, judgment of 18 April 2024, Companhia União de Crédito Popular, C‑89/23, EU:C:2024:333, paragraph 45, and, albeit more reserved, judgment of 27 September 2012, Field Fisher Waterhouse, C‑392/11, EU:C:2012:597, paragraph 26.
53      See, to that effect, judgment of 23 October 2025, Kosmiro, C‑232/24, EU:C:2025:820, paragraph 63.