Case C-837/24, Nova Iberomoldes: Request for a preliminary ruling from the Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa – CAAD) (Portugal) lodged on 6 December 2024 – NOVA IBEROMOLDES – SGPS, S.A. v Autoridade Tributária e Aduaneira
Date: 2024-12-06
Institutions: Court of Justice
Subjects: basis of tax assessment, capital transfer tax, company with share capital, indirect tax, real property, securities, share capital, shareholder, shareholding, transfer of property








C_202501742EN.000101.fmx.xml












Official Journal of the European Union


EN
C series













C/2025/1742


31.3.2025






Request for a preliminary ruling from the Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa – CAAD) (Portugal) lodged on 6 December 2024 – NOVA IBEROMOLDES – SGPS, S.A. v Autoridade Tributária e Aduaneira


(Case C-837/24, Nova Iberomoldes)

(C/2025/1742)
Language of the case: Portuguese

Referring court

Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa – CAAD)

Parties to the main proceedings


Applicant: NOVA IBEROMOLDES – SGPS, S.A.

Defendant: Autoridade Tributária e Aduaneira

Questions referred







1.


Must a tax (such as the IMT at issue in the present case) which is levied on transfers, for value, of the right of ownership, or parts of that right, over immovable assets, and which equates to the concept of the transfer of immovable assets any situation by virtue of which a shareholder or partner comes to hold, at least, 75 % of the share capital or partnership interests in a company or partnership owning immovable assets, be regarded as an ‘indirect tax’ on the raising of capital, for the purposes of Council Directive 2008/7/EC (1) of 12 February 2008 [concerning indirect taxes on the raising of capital]?










2.


If the first question referred is answered in the affirmative, for the purposes of that directive, must a transaction, such as that forming the subject matter of the present case, whereby a capital company, within the meaning of Article 2 of Council Directive 2008/7/EC of 12 February 2008, is formed to carry on the activity of managing holdings in companies and the entirety of the share capital is paid up by means of the contribution of holdings that the contributing company (which also carries on the activity of managing holdings in companies) had in other companies, without any other element or resource or even the entirety of the equity instruments being transferred, and in which, as consideration, the contributing company receives the entirety of the share capital in the beneficiary company, be regarded as a contribution of capital (within the meaning of Article 3 of that directive) or as a restructuring operation (within the meaning of Article 4 of that directive)?










3.


If the first question referred is answered in the affirmative, does Article 5(1)(a) or (e) of Council Directive 2008/7/EC of 12 February 2008 preclude tax being levied on the transaction in question pursuant to Article 2(2)(d) of the IMT Code, (2) which equates to the concept of the transfer of immovable assets the transfer of shares or interests representing at least 75 % of the share capital or partnership interests in a company or partnership owning immovable assets[?]










4.


If the third question referred is answered in the affirmative, for the purposes of Article 6(1)(a) of Council Directive 2008/7/EC of 12 February 2008, must the ‘limited company shares’ transferred be regarded as ‘securities’?










5.


If the third question referred is answered in the affirmative, for the purposes of Article 6(1)(b) or (c) of Council Directive 2008/7/EC of 12 February 2008, must IMT be regarded as a ‘transfer duty’?










6.


If Article 2(2)(d) of the IMT Code is considered compatible with Council Directive 2008/7/EC of 12 February 2008, do Articles 8(3) and 11 of that directive preclude the rules laid down in Articles 12(4)(19)(a) and 17 of the IMT Code, in accordance with which a tax rate of between 1 % and 8 % is applied, according to the taxable amount, which is determined taking into account the reference value of the properties for tax purposes or the balance sheet book value, if that is greater?






(1)  Council Directive 2008/7/EC of 12 February 2008 concerning indirect taxes on the raising of capital (OJ 2008 L 46, p. 11).

(2)  Códigos do Imposto Municipal sobre Imóveis – CIMI - e do Imposto Municipal sobre as Transmissões Onerosas de Imóveis – CIMT (Codes on the municipal tax on immovable assets – CIMI – and on the municipal tax on transfers of immovable assets for value – CIMT), Decreto-Lei n.o 287/2003 (Decree-Law No 287/2003), Diário da República n.o 262/2003, Série I-A de 2003-11-12.


ELI: http://data.europa.eu/eli/C/2025/1742/oj
ISSN 1977-091X (electronic edition)