Contents
Judgment of the Court (Second Chamber)22 January 2026note(References for a preliminary ruling — Taxation — Common system of value added tax (VAT) — Directive 2006/112/EC — Supply of services by independent groups of persons, who are carrying on an activity which is exempt from VAT — Services directly necessary for the exercise of the exempt activity — Risk of distortion of competition — Cleaning services in the healthcare and education sectors — National legislation requiring that the services be directly and exclusively linked to the exempt activity and necessary for the exercise of that activity)In Joined Cases C‑379/24 and C‑380/24,REQUESTS for a preliminary ruling under Article 267 TFEU from the Tribunal Superior de Justicia de Cataluña (High Court of Justice, Catalonia, Spain), made by decisions of 22 and 29 April 2024, received at the Court on 28 May 2024, in the proceedingsAgrupació de Neteja Sanitària, AIE (C‑379/24),Educat Serveis Auxiliars SCCL (C‑380/24)vTribunal Económico-Administrativo Regional de Cataluña (TEARC),THE COURT (Second Chamber),composed of K. Jürimäe, President of the Chamber, K. Lenaerts, President of the Court, acting as Judge of the Second Chamber, F. Schalin (Rapporteur), M. Gavalec and Z. Csehi, Judges,Advocate General: J. Kokott,Registrar: A. Calot Escobar,having regard to the written procedure,after considering the observations submitted on behalf of:– the Spanish Government, by P. Pérez Zapico, acting as Agent,– the European Commission, by A. Cabrera Ruiz and P. Carlin, acting as Agents,after hearing the Opinion of the Advocate General at the sitting on 10 July 2025,gives the following
Judgment
1These requests for a preliminary ruling concern the interpretation of Article 132(1)(f) 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’).
2The requests have been made in two separate sets of proceedings concerning the rejection, by the Tribunal Económico-Administrativo Regional de Cataluña (Regional Tax Tribunal, Catalonia, Spain), of the complaints lodged by Agrupació de Neteja Sanitària, AIE (‘ANS’) and Educat Serveis Auxiliars SCCL (‘Educat’), respectively, against the decisions to recover value added tax (VAT) concerning them.
Legal context
European Union law
3Recitals 25 and 35 of the VAT Directive state:(25) The taxable amount should be harmonised so that the application of VAT to taxable transactions leads to comparable results in all the Member States.…(35) A common list of exemptions should be drawn up so that the Communities’ own resources may be collected in a uniform manner in all the Member States.’
4Title IX of that directive, entitled ‘Exemptions’, contains Chapter 1, entitled ‘General provisions’, which includes Article 131, which provides:‘The exemptions provided for in Chapters 2 to 9 shall apply without prejudice to other Community provisions and in accordance with conditions which the Member States shall lay down for the purposes of ensuring the correct and straightforward application of those exemptions and of preventing any possible evasion, avoidance or abuse.’
5Also under Title IX, Chapter 2, entitled ‘Exemptions for certain activities in the public interest’, contains Article 132, which provides, in paragraph 1 thereof:‘Member States shall exempt the following transactions:…(b) hospital and medical care and closely related activities undertaken by bodies governed by public law or, under social conditions comparable with those applicable to bodies governed by public law, by hospitals, centres for medical treatment or diagnosis and other duly recognised establishments of a similar nature;…(f) the supply of services by independent groups of persons, who are carrying on an activity which is exempt from VAT or in relation to which they are not taxable persons, for the purpose of rendering their members the services directly necessary for the exercise of that activity, where those groups merely claim from their members exact reimbursement of their share of the joint expenses, provided that such exemption is not likely to cause distortion of competition;…(i) the provision of children’s or young people’s education, …’
Spanish law
6Article 20(1) of Ley 37/1992 del Impuesto sobre el Valor Añadido (Law 37/1992 on value added tax) of 28 December 1992 (BOE No 312 of 29 December 1992, p. 44247), in the version applicable to the facts in the main proceedings, provides:‘The following transactions shall be exempt from [VAT]:…6.o Services supplied directly to their members by associations, groups or autonomous entities, including economic interest groups, made up exclusively of persons carrying on an exempt or non-taxable activity in respect of which VAT is not deductible, provided the following conditions are met:(a) Such services are used directly and exclusively in the course of that activity and are necessary in order to carry on [that activity].(b) The members are limited to reimbursing their share of the joint expenses.…The exemption shall also apply, once the condition set out in point (b) above is satisfied, where the deductible proportion does not exceed 10% and the service is not used directly and exclusively for the purposes of the transactions in respect of which VAT is deductible.The exemption does not extend to services provided by trading companies.…’
The disputes in the main proceedings and the questions referred for a preliminary ruling
7ANS, the applicant in the main proceedings in Case C‑379/24, was formed on 11 February 2017 as Agrupación de Interés Económico (AIE) (Economic Interest Groups) the aim of which was to create shared infrastructure with regard to the provision of comprehensive cleaning services in hospitals, centres and buildings in general, in which the members of ANS carry on their healthcare and social care activities.
8Educat, the applicant in the main proceedings in Case C‑380/24, was formed on 15 July 2010 as Sociedad Cooperativa Catalana Limitada (SCCL) (Limited Catalan Cooperative Society), the aim of which was to create shared infrastructure with regard to the provision of comprehensive cleaning services in the establishments and facilities of the members of Educat, in which the members carry on educational activities such as nursery schools, primary schools, compulsory secondary education, further secondary education and vocational training establishments.
9Both applicants in the main proceedings respectively concluded contracts with third parties for the management of the staff that they employed. On the basis of those contracts, those third parties assigned the staff to the facilities and tasks, selected staff, prepared payslips, handled any incidents (including managing and terminating employment relationships), provided appropriate training, in accordance with the legal requirements, and provided necessary materials for the performance of those tasks. Those contracts justified the use of subcontracting in respect of cleaning activities by the fact that those third parties had the necessary experience, knowledge and resources for the management of the cleaning services which the applicants in the main proceedings provided to their members.
10Following VAT inspections, the Dependencia Regional de Inspección de la Agencia Española de Administración Tributaria (Regional Tax Inspectorate of the Spanish Tax Administration) made Educat and ANS subject to VAT in respect of the transactions that they carried on by providing cleaning services to their respective members. It was found that the exemption laid down in Article 20(1)(6) of Law 37/1992 did not apply on the ground that the applicants in the main proceedings had not directly provided those services but had called upon external undertakings which had actually carried out a substantial part of those services. Those inspections also showed that the cleaning services at issue were not directly and exclusively linked to the exempt activity carried on by the respective members of ANS and Educat, with the result that the application of the exemption could give rise to distortion of competition.
11The Tribunal Económico-Administrativo Regional de Cataluña (Regional Tax Tribunal, Catalonia) upheld the two VAT recovery decisions adopted against ANS and Educat. ANS and Educat each brought an action against those decisions before the Tribunal Superior de Justicia de Cataluña (High Court of Justice, Catalonia, Spain), which is the referring court. They submit that the exemption from VAT at issue cannot be refused based on the fact that the management of the staff has been contracted to a third-party undertaking which accords with the spirit and purpose of that exemption.
12Under those circumstances, the Tribunal Superior de Justicia de Cataluña (High Court of Justice, Catalonia) decided to stay the proceedings and to refer the following questions, which are formulated in the same terms in Cases C‑379/24 and C‑380/24, to the Court of Justice for a preliminary ruling:(1) Is a national rule – Article 20(1)(6) of [Law 37/1992] – which contains the stipulation that it relates to services provided directly and exclusively to the exempt activity … contrary to the meaning and purpose intended by the EU legislature with the exemption contained in Article 132(1)(f) of [the VAT Directive], where that stipulation is interpreted such that a service – [cleaning in the area of healthcare (C‑379/24) and cleaning in the area of education (C‑380/24)] – [is not considered to be] exclusive to that exempt sector, even though it is singular, technical and complex in its organisation … and nature, as well as absolutely necessary?(2) Is an interpretation of Article 20(1)(6) of [Law 37/1992] contrary to the meaning and purpose intended by the EU legislature with the exemption contained in Article 132(1)(f) of [the VAT Directive] where, in order to refuse the exemption in accordance with EU limits, non-exclusivity in the provision of the service to the activity is equated with causing distortion of competition, thereby combining national and EU limits in order to refuse it? Please clarify whether the limit of “not distorting competition” implies refusing the exemption, if it is not disputed by the parties, whatever the extent of its effect may be ([judgment of 20 November 2003, Taksatorringen, C‑8/01, EU:C:2003:621], paragraph 48), on the basis that any exemption is a break with the general principle – acknowledged by the Court of Justice – of liability to tax.’
13By decision of the President of the Court of 10 July 2024, Cases C‑379/24 and C‑380/24 were joined for the purposes of the written and oral parts of the procedure and of the judgment.
Consideration of the questions referred
The first question
14By its first question, the referring court asks, in essence, whether Article 132(1)(f) of the VAT Directive must be interpreted as precluding national legislation under which the supply of services by an independent group of persons cannot be classified as ‘directly necessary’ services, within the meaning of that provision, where those services are necessary for the activity which is exempt from VAT carried on by those persons, but are not exclusively linked to that activity on account of their general nature.
15It should be observed as a preliminary point that it is clear from recitals 25 and 35 of the VAT Directive that the directive is designed to harmonise the basis of assessment of VAT and that the exemptions from that tax constitute independent concepts of EU law which, as the Court has held, must be placed in the general context of the common system of VAT introduced by that directive (see, by analogy, judgment of 20 November 2019, Infohos, C‑400/18, EU:C:2019:992, paragraph 29).
16In accordance with the settled case-law, in interpreting a provision of EU law, it is necessary to consider not only its wording but also the context in which it occurs and the objectives pursued by the rules of which it is part (judgments of 17 November 1983, Merck, 292/82, EU:C:1983:335, paragraph 12, and of 1 August 2025, Alace and Canpelli, C‑758/24 and C‑759/24, EU:C:2025:591, paragraph 91).
17As regards the wording of Article 132(1)(f) of the VAT Directive, that provision exempts the supply of services by independent groups of persons, who are carrying on an activity which is exempt from VAT or in relation to which they are not taxable persons, for the purpose of rendering the members of those groups the services directly necessary for the exercise of that activity, where those groups merely claim from their members the exact reimbursement of their share of the joint expenses, provided that such exemption is not likely to cause distortion of competition.
18In that connection, it is clear from the settled case-law that the terms used to specify the exemptions from VAT set out in Article 132 of the VAT Directive must be interpreted strictly since those exemptions constitute exceptions to the general principle that all services supplied for consideration by a taxable person are subject to that tax. Nevertheless, the interpretation of those terms must be consistent with the objectives pursued by those exemptions and comply with the requirements of the principle of fiscal neutrality inherent in the common system of VAT. Accordingly, the requirement of strict interpretation does not mean that the terms used to specify the exemptions referred to in Article 132 should be construed in such a way as to deprive the exemptions of their intended effect. It is not the purpose of the case-law of the Court to impose an interpretation which would make the exemptions concerned almost inapplicable in practice (judgments of 11 December 2008, Stichting Centraal Begeleidingsorgaan voor de Intercollegiale Toetsing, C‑407/07, EU:C:2008:713, paragraph 30; of 4 May 2017, Commission v Luxembourg, C‑274/15, EU:C:2017:333, paragraph 50; and of 18 November 2020, Kaplan International Colleges UK, C‑77/19, EU:C:2020:934, paragraph 37).
19It should also be noted that, although Article 132(1)(a) to (q) of the VAT Directive lists the ‘transactions’ exempted by the Member States, Article 132(1)(f) of that directive refers, more specifically, to the supply of services which are, first, supplied by independent groups of persons for the benefit of their members who are carrying on an activity which is exempt from VAT or in relation to which they are not taxable persons and, second, are ‘directly necessary’ for that activity.
20It must therefore be held that, although the wording of Article 132(1)(f) of the VAT Directive requires a link between the supply of services by the independent group of persons and the exempt activity of its members, that provision does not require that those services be specific services constituting a contribution essential to that activity or to a specific transaction. It is sufficient that the supply of services by such a group is directly necessary for the exercise of the exempt activity of its members.
21As regards the context in which Article 132(1)(f) of the VAT Directive occurs, that provision is included in Chapter 2 of Title IX of that directive, the chapter which also includes Article 134(a), under which ‘the supply of goods or services shall not be granted exemption, as provided for in points (b), (g), (h), (i), (l), (m) and (n) of Article 132(1) … where the supply is not essential to the transactions exempted’. Article 134(a) thus expressly makes the supply of services referred to in the provisions listed therein subject to the condition that they be essential for the transactions exempted. It must be stated, in that regard, that the supply of services referred to in Article 132(1)(f) of that directive is not among those specified in Article 134(a).
22It follows that, as the Advocate General observes in point 27 of her Opinion, it cannot be contemplated that the services referred to in Article 132(1)(f) of the VAT Directive are so specific as to constitute a contribution essential to the exempt activity, or to some of the transactions exempted. Furthermore, the mere fact that the exempt activities at issue in the main proceedings are covered by Article 132(1)(b) and (i) of that directive does not invalidate that interpretation.
23By contrast, supplies of services which do not directly contribute to the carrying on of activities in the public interest, referred to in Article 132 of the VAT Directive, but which contribute to the exercise of other exempt activities, cannot be covered by the exemption laid down in Article 132(1)(f) of the VAT Directive (see, to that effect, judgment of 21 September 2017, Commission v Germany, C‑616/15, EU:C:2017:721, paragraph 50).
24The interpretation of Article 132(1)(f) of the VAT Directive stated in paragraphs 20 and 22 above is also consistent with the aim of that provision, which is to exempt from VAT certain activities in the public interest, with a view to facilitating access to certain services and the supply of certain goods, by avoiding the increased costs that would result if they were subject to that tax (see, by analogy, judgment of 20 November 2019, Infohos, C‑400/18, EU:C:2019:992, paragraph 37). Thus, the supplies of services by an independent group of persons is covered by the exemption in that provision where those supplies of services directly contribute to activities in the public interest mentioned in Article 132 of that directive (judgment of 21 September 2017, Commission v Germany, C‑616/15, EU:C:2017:721, paragraph 48).
25That is indeed the case where the services are usually supplied by such a group to its members in so far as they are necessary for the exercise of the exempt activity. In that regard, ‘general’ services such as cleaning could be considered to be directly necessary both for the medical care sector and for the education sector where, moreover, there are specific hygiene requirements for the operators in those sectors. The referring court states, moreover, that the cleaning services at issue in the main proceedings are unique, technical and complex in regard to the activities at issue.
26In the light of the foregoing, the answer to the first question is that Article 132(1)(f) of the VAT Directive must be interpreted as precluding national legislation under which the supply of services by an independent group of persons cannot be classified as ‘directly necessary’ services, within the meaning of that provision, where those services are necessary for the activity which is exempt from VAT carried on by those persons, but are not exclusively linked to that activity on account of their general nature.
The second question
27By its second question, the referring court asks, in essence, whether Article 132(1)(f) of the VAT Directive must be interpreted as precluding an interpretation of national legislation under which there is, as a matter of principle, a distortion of competition or a risk of distortion of competition where the services supplied by an independent group of persons to its members may, on account of their general nature, be used for any taxable activity and not exclusively for the exempt activity which they carry on.
28According to the national provision at issue in the main proceedings, the exemption from VAT laid down in Article 132(1)(f) of the VAT Directive is subject to the requirement that the services supplied directly to the members of independent groups of persons, made up of persons carrying on an exempt or non-taxable activity in respect of which VAT is not deductible, are used directly and exclusively for the purposes of that activity and are necessary in order to carry on that activity.
29In that regard, it is apparent from the answer to the first question that that provision precludes national legislation under which the supply of services by an independent group of persons cannot be classified as ‘directly necessary’ services, within the meaning of that provision, where those services are necessary for the activity which is exempt from VAT carried on by those persons, but are not exclusively linked to that activity on account of their general nature.
30The Spanish Government submits, however, that that provision does not preclude the exclusivity requirement imposed by the legislation at issue in the main proceedings in so far as that requirement is intended to ensure that the condition relating to the absence of distortion of competition laid down in Article 132(1)(f) of the VAT Directive can be applied simply and correctly.
31Therefore, it is appropriate to examine whether a Member State may, having regard to the condition relating to the absence of distortion of competition, restrict the supply of services that are entitled to the exemption laid down in that provision, by means of national legislation.
32As a preliminary point, it must be observed that the Member States are not obliged to transpose that criterion literally into their national law (judgment of 21 September 2017, Commission v Germany, C‑616/15, EU:C:2017:721, paragraph 64).
33Furthermore, in order to determine whether the application of the exemption referred to in Article 132(1)(f) of the VAT Directive is likely to cause distortion of competition, it is certainly possible for the national legislature to lay down rules which are easily managed and supervised by the competent authorities. Under Article 131 of the VAT Directive, Member States are to lay down conditions to which the exemptions are subject for the purpose of ensuring the correct and straightforward application of those exemptions and of preventing any possible evasion, avoidance or abuse. However, those conditions do not concern the definition of the content of the exemptions laid down by that directive (see, to that effect, judgments of 21 March 2013, Commission v France, C‑197/12, EU:C:2013:202, paragraph 31; of 25 February 2016, Commission v Netherlands, C‑22/15, EU:C:2016:118, paragraphs 28 and 29; and of 21 September 2017, Commission v Germany, C‑616/15, EU:C:2017:721, paragraph 65).
34That is precisely the effect of the national legislation at issue, by which the national legislature seeks to exclude all the services supplied by independent groups of persons which may also be used for activities not exclusively linked to the exempt activity that the members of those groups carry on.
35In addition, it should be borne in mind that the purpose of the exemption from VAT laid down in Article 132(1)(f) of the VAT Directive consists in preventing an entity offering certain services from being required to pay that tax when it has found it necessary to cooperate with other entities by means of a common structure set up to undertake activities essential to the provision of those services (judgments of 11 December 2008, Stichting Centraal Begeleidingsorgaan voor de Intercollegiale Toetsing, C‑407/07, EU:C:2008:713, paragraph 37, and of 21 September 2017, Commission v Germany, C‑616/15, EU:C:2017:721, paragraph 56). That provision is therefore intended, as stated in paragraph 24 above, to exempt from VAT certain activities in the public interest, with a view to facilitating access to certain services and the supply of certain goods, by avoiding the increased costs that would result if they were subject to VAT.
36The fact of refusing to grant an independent group of persons, which satisfies all of the conditions laid down in Article 132(1)(f) of the VAT Directive, the exemption referred to in that provision solely because the supply of services to the members of that group is a supply of services of a general nature which may also be supplied to other persons would restrict the scope of that provision by excluding, as a matter of principle, from the exemption from VAT services supplied by that group to its members, and such a restriction of the scope of that provision is not supported by the purpose of that directive as recalled in the preceding paragraph of the present judgment (see, by analogy, judgments of 11 December 2008, Stichting Centraal Begeleidingsorgaan voor de Intercollegiale Toetsing, C‑407/07, EU:C:2008:713, paragraphs 36 and 37, and of 20 November 2019, Infohos, C‑400/18, EU:C:2019:992, paragraph 40).
37By contrast, as the Advocate General observes in point 49 of her Opinion, a distortion of competition is likely to occur in the event of abuse within the meaning of Article 131 of the VAT Directive. Such an abuse cannot, however, be based on a general and irrebuttable presumption (see, to that effect, judgment of 20 November 2019, Infohos, C‑400/18, EU:C:2019:992, paragraph 53).
38In the light of the foregoing, the answer to the second question is that Article 132(1)(f) of the VAT Directive must be interpreted as precluding an interpretation of national legislation under which there is, as a matter of principle, a distortion of competition or a risk of distortion of competition where the services supplied by an independent group of persons to its members may, on account of their general nature, be used for any taxable activity and not exclusively for the exempt activity which they carry on.
Costs
39Since 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 Court, other than the costs of those parties, are not recoverable.
Operative part
On those grounds, the Court (Second Chamber) hereby rules:
1.Article 132(1)(f) of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added taxmust be interpreted as precluding national legislation under which the supply of services by an independent group of persons cannot be classified as ‘directly necessary’ services, within the meaning of that provision, where those services are necessary for the activity which is exempt from value added tax carried on by those persons, but are not exclusively linked to that activity on account of their general nature.
2.Article 132(1)(f) of Directive 2006/112must be interpreted as precluding an interpretation of national legislation under which there is, as a matter of principle, a distortion of competition or a risk of distortion of competition where the services supplied by an independent group of persons to its members may, on account of their general nature, be used for any taxable activity and not exclusively for the exempt activity which they carry on.
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