Case C-569/07: Reference for a preliminary ruling from the Special Commissioners, London (United Kingdom) made on 24 December 2007 — HSBC Holdings plc, Vidacos Nominees Ltd v The Commissioners of Her Majesty's Revenue & Customs
Date: 2007-12-24
Institutions: Court of Justice
Subjects: United Kingdom, bank, interpretation of the law, share, tax system

8.3.2008

EN

Official Journal of the European Union

C 64/27

Reference for a preliminary ruling from the Special
Commissioners, London (United Kingdom) made on
24 December 2007 — HSBC Holdings plc, Vidacos
Nominees Ltd v The Commissioners of Her Majesty's
Revenue & Customs

(Case C-569/07)

(2008/C 64/38)

Language of the case: English

Referring court

Special Commissioners, London

Parties to the main proceedings

Applicants: HSBC Holdings plc, Vidacos Nominees Ltd

Defendant: The Commissioners of Her Majesty's Revenue &
Customs

Questions referred

Does Article 10 or Article 11 of Council Directive 69/335 (1),
as amended by Council Directive 85/303/EEC of 10 June
1985 (2), or Article 43, Article 49 or Article 56 of the EC
Treaty or any other provision of European Community law
prohibit the levying by one Member State (‘the first Member
State’) of a duty on the transfer or issue of shares into a clear-
ance service of 1,5 % when:

i. a company (‘Company A’) established in the first Member
State offers to acquire the listed and traded shares in a
company (‘Company B’) established in another Member State
(‘the second Member State’) in return for shares in Company
A, to be issued on the stock exchange in the second Member
State;

ii. shareholders in Company B have the option to receive the

new shares in Company A either:

a.

in certificated form; or

b.

c.

in un-certificated form through a settlement system in
the first Member State; or

in un-certificated form through a clearance service in the
second Member State;

iii. the law of the first Member State provides,

in summary,

that:

a.

in the event of the issue of shares in certificated form (or
in un-certificated form in the settlement system for
dematerialised shares of
the first Member State), duty
shall not be charged on the issue of the shares but on
each subsequent sale of the shares, which duty is charged
at the rate of 0,5 % of the consideration for the transfer;
but

b. on the transfer or issue of un-certificated shares to the
operator of a clearance service, duty shall be charged
(where the shares are issued) at the rate of 1,5 % of the
(where the shares are transferred for
issue price or
consideration) at the rate of 1,5 % of the amount or
value of the consideration or, (in any other case) at the
rate of 1,5 % of the value of the shares and, no subse-
quent charge is thereafter levied on sales of the shares (or
of rights to or over the shares) within the clearance
service.

c. the operator of a clearance service may, where it receives
the approval of the relevant taxation authority, elect that
no duty is charged on the transfer or issue of the shares
to its clearance service, but that duty is instead charged
on each sale of the shares within the clearance service, at
the rate of 0,5 % of the consideration. The relevant taxa-
tion authority may (and presently does) require, as a
condition for its approval of such an election, that the
operator of the clearance system seeking to make such an
election should make and maintain arrangements (as the
taxation authority considers satisfactory) for the collec-
tion of the duty within the clearance service and for
complying or securing compliance with the regulations
in relation to it.

iv. the arrangements in force at

the stock exchange in the
second Member State require that all shares issued in that
jurisdiction must be held in uncertificated form through a
single clearance service established in the second Member
State, the operator of which has not made the election
referred to above?

(1) Council Directive 69/335/EEC of 17 July 1969 concerning indirect

taxes on the raising of capital (OJ L 249, p. 25).

(2) OJ L 156, p. 23.

Reference for a preliminary ruling from the Tribunale
Amminstrativo Regionale per la Lombardia (Italy) lodged
on 28 December 2007 — Sea Srl v Comune di Ponte Nossa

(Case C-573/07)

(2008/C 64/39)

Language of the case: Italian

Referring court

The Tribunale Amminstrativo Regionale per la Lombardia