Société Bautiaa v Directeur des Services Fiscaux des Landes and Société Française Maritime v Directeur des Services Fiscaux du Finistère.
Date: 1996-02-13
31 In order to classify the duty at issue for the purposes of Directive 69/335, and to assess its compatibility with that directive as regards, in particular, the rates applicable, it is necessary, first of all, to determine whether transactions such as those which gave rise to the levying of capital duty in the two disputes in the main proceedings fall within the scope of Directive 69/335, and to classify them in the light of that directive. It is apparent from Article 1 of the directive, read in conjunction with Article 4, that the duty levied on contributions to capital companies constitutes a "capital duty" within the meaning of the directive where it applies to transactions covered by that directive.
32 The transactions which are or may be rendered subject to the harmonized capital duty by the Member States are defined objectively, and with uniform application to all Member States, in Article 4 of the directive, without reference to any specific aspects of their individual domestic legislation or to the way in which national tax systems are organized.
34 Such a transaction constitutes an increase in the capital of a capital company by contribution of assets of any kind, within the meaning of Article 4(1)(c) of Directive 69/335, in the particular circumstances referred to in Article 7(1)(b), that is to say, the transfer by one or more capital companies of all of their assets and liabilities to one or more capital companies which are in the process of being formed or which are already in existence.
36 First, the term "merger", as used in the national provision, clearly refers to a capital-raising transaction consisting in an increase in the capital of a company (the "acquiring company") by the contribution to it of the whole of the assets of another company (the "company acquired"); second, the purpose of the capital raising is to strengthen another company already in existence, namely the acquiring company, the capital of which is increased by the contribution made by the shareholders of the company acquired. As regards the latter point, the Court noted, in paragraph 14 of its judgment in Case C-15/89 Deltakabel [1991] ECR I-241, that the decisive test to be satisfied in order for a capital-raising transaction to attract capital duty is the strengthening of the economic potential of the company benefiting from it.
39 As regards the duty to which those transactions are subject, it is settled case-law that the nature of a tax, duty or charge must be determined by the Court, under Community law, according to the objective characteristics by which it is levied, irrespective of its classification under national law (see the judgments in Case 295/84 Rousseau Wilmot v Organic [1985] ECR 3759 and Case C-200/90 Dansk Denkavit and Poulsen Trading v Skatteministeriet [1992] ECR I-2217).
40 Since the registration duty at issue applies to capital contribution transactions falling within the scope of Directive 69/335, it constitutes a capital duty within the meaning of that directive. Consequently, it is necessary to examine its compatibility with Article 7(1)(b) of Directive 69/335, particularly as regards the rate.
47 It is settled case-law that the interpretation which, in the exercise of the jurisdiction conferred upon it by Article 177 of the Treaty, the Court of Justice gives to a rule of Community law clarifies and defines where necessary the meaning and scope of that rule as it must be or ought to have been understood and applied from the time of its coming into force. It follows that the rule as thus interpreted may, and must, be applied by the courts even to legal relationships arising and established before the judgment ruling on the request for interpretation, provided that in other respects the conditions enabling an action relating to the application of that rule to be brought before the courts having jurisdiction are satisfied (see the judgment in Case 61/79 Denkavit Italiana [1980] ECR 1205, paragraph 16).
48 Having regard to those principles, it is only exceptionally that the Court may limit the effects of a judgment ruling on a request for interpretation (see, in particular, paragraph 17 of the judgment in Denkavit Italiana, cited above). The Court has taken such a step only in certain specific circumstances, for instance where there was a risk of serious economic repercussions owing in particular to the large number of legal relationships entered into in good faith on the basis of rules considered to be validly in force, and where it appeared that both individuals and national authorities had been prompted to adopt practices which did not comply with Community law by reason of objective, significant uncertainty regarding the implications of Community provisions, to which the conduct of other Member States or the Commission may even have contributed (see, in particular, the judgment in Case C-163/90 Legros and Others [1992] ECR I-4625).
49 In this case there is nothing to justify a derogation from the principle that a ruling on the interpretation of Community law takes effect from the date on which the rule interpreted entered into force (see Case C-137/94 Richardson [1995] ECR I-0000, paragraph 33).
51 It should be noted in that regard, first, that the French Government was unable to provide any information on the question whether the declaration relied on by it was ever recorded in the minutes of the Council meeting. Moreover, it is settled case-law that declarations recorded in Council minutes in the course of preparatory work leading to the adoption of a directive cannot be used for the purpose of interpreting that directive where no reference is made to the content of the declaration in the wording of the provision in question. The declaration therefore has no legal significance (see the judgment in Case C-292/89 Antonissen [1991] ECR I-745, paragraph 18).
55 The financial consequences which might ensue for a government owing to the unlawfulness of a tax or imposition have never in themselves justified limiting the effects of a judgment of the Court (see the judgment in Dansk Denkavit and Poulsen Trading, cited above). Furthermore, to limit the effects of a judgment solely on the basis of such considerations would considerably diminish the judicial protection of the rights which taxpayers have under Community fiscal legislation (see the judgment in Joined Cases C-367/93 to C-377/93 Roders and Others v Inspecteur der Invoerrechten en Accijnzen [1995] ECR I-2229).