Veronsaajien oikeudenvalvontayksikkö v A Oy (T-184/25)

Contents

Judgment of the General Court (Second Chamber, sitting with five Judges)17 June 2026^note(Reference for a preliminary ruling — Taxation — Common system of VAT — Exemptions — Article 135(1)(b) to (d) of Directive 2006/112/EC — Management of credit by the person granting it — Any dealings in credit guarantees or any other security for money — Transactions, including negotiation, concerning deposit and current accounts, payments, transfers, debts, cheques and other negotiable instruments, but excluding debt collection — Transfer of loans — Management services invoiced by the transferor to the transferee)In Case T‑184/25,REQUEST for a preliminary ruling under Article 267 TFEU from the Korkein hallinto-oikeus (Supreme Administrative Court, Finland), made by decision of 28 February 2025, received at the Court on 28 February 2025, in the proceedingsVeronsaajien oikeudenvalvontayksikkövA Oy,THE GENERAL COURT (Second Chamber, sitting with five Judges),composed of N. Półtorak, President, G. Hesse, G. Steinfatt (Rapporteur), D. Petrlík and I. Dimitrakopoulos, Judges,Advocate General: M. Brkan,Registrar: V. Di Bucci,having regard to the transmission of the request for a preliminary ruling to the General Court by the Court of Justice on 18 March 2025, pursuant to the third paragraph of Article 50b of the Statute of the Court of Justice of the European Union,having regard to the fact that the case concerns the area referred to in point (a) of the first paragraph of Article 50b of the Statute of the Court of Justice of the European Union and the fact that there is no independent question relating to interpretation within the meaning of the second paragraph of Article 50b of that statute,having regard to the written part of the procedure,after considering the observations submitted on behalf of:– A, by L. Ahopelto, acting on behalf of A,– the Finnish Government, by A. Laine, acting as Agent,– the European Commission, by P. Carlin and I. Söderlund, acting as Agents,after hearing the Opinion of the Advocate General at the sitting on 25 February 2026,gives the following

Judgment

1This request for a preliminary ruling concerns the interpretation of Article 135(1)(b) to (d) 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 request has been made in proceedings between the Veronsaajien oikeudenvalvontayksikkö (Tax recipients’ legal services unit, Finland) and company A Oy concerning a request for a tax ruling in relation to the treatment, for value added tax (VAT) purposes, of credit sold to a third company and services for the management of credit and the management of credit guarantees relating to the credit sold.

Legal framework

European Union law

3Article 2 of the VAT Directive provides that:1.The following transactions shall be subject to VAT:…(c) the supply of services for consideration within the territory of a Member State by a taxable person acting as such;…’

4Article 9(1) of the VAT Directive provides:‘“Taxable person” shall mean any person who, independently, carries out in any place any economic activity, whatever the purpose or results of that activity.Any activity of producers, traders or persons supplying services, including mining and agricultural activities and activities of the professions, shall be regarded as “economic activity”. The exploitation of tangible or intangible property for the purposes of obtaining income therefrom on a continuing basis shall in particular be regarded as an economic activity.’

5Article 24(1) of the VAT Directive states:‘“Supply of services” shall mean any transaction which does not constitute a supply of goods.’

6Article 135(1) of the VAT Directive is worded as follows:1.Member States shall 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;…’

Finnish law

7In Finland, VAT is governed by the arvonlisäverolaki (1501/1993) (Law on value added tax (1501/1993)) of 30 December 1993, which entered into force on 1 June 1994, as amended (‘the Law on VAT’).

8Point 1 of the first subparagraph of Paragraph 1 of the Law on VAT provides that VAT is to be levied for the benefit of the State on the sale of goods or services that takes place in Finland in the course of business.

9In accordance with the second subparagraph of Paragraph 18 of the Law on VAT, the ‘sale of a service’ means the supply or other transfer of a service for consideration.

10It follows from Paragraph 41 of the Law on VAT that VAT is not to be payable on the sale of a financial service.

11Points 2 and 3 of the first subparagraph of Paragraph 42 of the Law on VAT provides that the granting of credit and any other financing arrangements and the management of credit by the lender are to be regarded as financial services.

The dispute in the main proceedings and the questions referred for a preliminary ruling

12A is the main establishment of Bank X and the representative of the VAT group in Finland of Group Y. Group Y primarily sells financial and insurance services that are exempt from VAT.

13B is a wholly owned subsidiary of A, but they do not form part of the same VAT group.

14A large proportion of the property loans granted by A are sold to B at the market price after the drawdown of the loan. The consideration consists in the amount of the loan unpaid by the borrower and the unpaid interest which has accrued pursuant to the contract at the date of the transfer. The loans are, in essence, sold to B from the date on which they are granted, when no interest has yet accrued. In such a case, the price corresponds directly to the nominal value of the loan. Where the loan is drawn down by instalment, it can be sold after the first instalment has been drawn down. B does not itself grant property loans, but it purchases them from A.

15All the rights and obligations relating to the loans at issue are transferred with the loans to B from the date of the transfer, which, moreover, does not require any action on the part of the borrower.

16B is not itself involved in the canvassing of customers, customer service or the management of purchased loans. Although the loans are transferred to B, A remains responsible for their management. A deals, throughout the duration of the loan, with all questions arising between the borrowers and B.

17The management of the loans sold by A to B and the associated guarantees consists in ensuring the management of the services to customers holding those loans and the monitoring and depositing of the transferred loans, such as the calculation of rates, interest and commissions, the various amendments to the loans and, if necessary, debt collection services. A takes decisions such as the renewal of a loan or the extension of the loan period. The scope of the services for the management of credit sold by A to B is the same as that which A would offer had it retained those loans.

18B was financed to a large extent by means of covered bonds and loans and guarantees granted to it by A. A also carries out all of the tasks relating to the issue of a bond and sells those services to B. The majority of the loans sold to B serve as a guarantee for a bond at least at a given point in time of their duration.

19The services for the management of credit and the management of credit guarantees sold by A to B are remunerated on the basis of the actual costs incurred each month in respect of those services. The consideration is the actual costs and the agreed profit margin for those services. A invoices B for its services on the basis of the actual costs incurred, plus a profit margin.

20A applied to the Keskusverolautakunta (Central Tax Board, Finland) for a tax ruling on the treatment for VAT purposes of loans that it had sold to B and the services for the management of credit and the management of credit guarantees relating to the loans sold.

21In the tax ruling given by the Central Tax Board in regard to A, the sales of A’s loans to B are financial services which are exempt from VAT for the purposes of Paragraph 41 and point 2 of the first subparagraph of Paragraph 42 of the Law on VAT. The debt collection services sold by A to B are services subject to VAT within the meaning of point 1 of the first subparagraph of Paragraph 1 of the Law on VAT. As for the services for the management of credit and the management of credit guarantees which relate to the loans sold to B, they concern the management of credit by the lender, with the result that they are financial services which are exempt from VAT for the purposes of Paragraph 41 and point 3 of the first subparagraph of Paragraph 42 of the Law on VAT.

22The Tax recipients’ legal services unit brought an action before the Korkein hallinto-oikeus (Supreme Administrative Court, Finland), which is the referring court, seeking annulment of that ruling in so far as, according to the Central Tax Board, the management services sold by A to B are not subject to VAT.

23The referring court is uncertain as to whether the services for the management of credit and the management of credit guarantees provided by A as regards loans that it granted and then sold to another company may be regarded as the management of credit by the person granting it, exempt from VAT under Article 135(1)(b) of the VAT Directive. If that is not the case, the referring court inquires whether the services provided by A must be exempt from VAT as any dealings in credit guarantees or any other security for money within the meaning of Article 135(1)(c) of the VAT Directive, where the management services that A provides relate to loans serving to secure a bond issued by another financial institution. If this is not the case either, the referring court inquires whether the services provided by A must be exempt from VAT as financial services referred to in Article 135(1)(d) of that directive.

24In those circumstances, the Korkein hallinto-oikeus (Supreme Administrative Court) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:(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?’

Consideration of the questions referred

The first question

25By 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 exemption which it provides for in respect of the management of credit applies to the services for the management of credit provided by the person who granted that credit, subsequently transferred that credit and continues to manage that credit for consideration for the transferee.

26Under Article 135(1)(b) of the VAT Directive, the Member States are to exempt the transactions concerning ‘the granting and the negotiation of credit and the management of credit by the person granting it’.

27It is apparent from settled case-law that the provisions of EU law must be interpreted and applied uniformly in the light of the versions existing in all the languages of the European Union. Where there is divergence between the various language versions of an EU text, the provision in question must be interpreted by reference to the purpose and general scheme of the rules of which it forms part (see judgments of 26 September 2013, Commission v France, C‑296/11, not published, EU:C:2013:612, paragraph 49 and the case-law cited, and of 8 October 2020, United Biscuits (Pensions Trustees) and United Biscuits Pension Investments, C‑235/19, EU:C:2020:801, paragraph 46 and the case-law cited).

28As regards the wording of the condition ‘by the person granting [the credit]’ in Article 135(1)(b) of the VAT Directive, that does not provide a clear answer to the question of who are the persons who must benefit from the exemption relating to the management of credit.

29Indeed, as the Advocate General observed, in essence, in point 18 of her Opinion, certain language versions of Article 135(1)(b) of the VAT Directive, such as the Greek- (‘pou tis chorígise’), French- (‘qui les a octroyés’) and Dutch- (‘die deze heeft verleend’) language versions, use a verb conjugated in the past in order to describe the granting of credit. Accordingly, those versions may indicate that the person who benefits from the exemption provided for in that provision is the person who paid out the amount of the credit to the borrower, in the past and at the start of the contractual relationship. By contrast, certain other language versions of that provision, such as the English- (‘the person granting it’), Croatian- (‘koja ga odobrava’), Romanian- (‘care le acordă’) and Slovenian- (‘ki kredit odobri’) language versions use the equivalent of the verb ‘grant’ in the present participle or the present indicative. They can therefore be understood as referring to the status of the person as a lender, namely the person to whom the credit was transferred by another person. In addition, the terms used in the German- (‘Kreditgeber’) and Finnish- (‘luotonantaja’) language versions may have, in those languages, the two abovementioned meanings.

30According to 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 (see judgment of 10 September 2014, Ben Alaya, C‑491/13, EU:C:2014:2187, paragraph 22 and the case-law cited).

31As regards the context relating to the condition ‘by the person granting it’ and the objectives pursued by the legislation of which that condition forms part, it should be noted that the terms used to specify the exemptions covered by Article 135(1) of the VAT Directive are to be interpreted strictly – since they constitute exceptions to the general principle that VAT is to be levied on all services supplied for consideration by a taxable person – provided that that interpretation does not deprive those exemptions of their intended effect, is consistent with the objectives pursued by those exemptions and complies with the requirements of the principle of fiscal neutrality (see judgment of 17 December 2020, Franck, C‑801/19, EU:C:2020:1049, paragraphs 31 and 32 and the case-law cited).

32In addition, it should be pointed out that Article 135(1)(b) of the VAT Directive exempts, in one and the same provision, first, ‘the granting and the negotiation of credit’ and, secondly, ‘the management of credit by the person granting it’. That linkage indicates that the exemption provided for by that provision concerns the management of credit linked to the granting of that credit. As the Advocate General observed in point 35 of her Opinion, that linkage seeks to ensure that all the services provided in the context of the credit relationship are exempt from VAT. That context and the restriction of the scope of that exemption to services carried out ‘by the person granting it’ indicate that it involves the relationship between the grantor of credit and the borrower and that that exemption does not cover services provided outside of that relationship. Accordingly, the strict interpretation of the derogation provided for in Article 135(1)(b) of the VAT Directive precludes the application of that exemption to any situation where that link has ceased to exist.

33In the present case, since the original lender transferred its loans for the benefit of a third-party transferee, the management of those loans no longer forms part of the original legal relationship which gave rise to the right to benefit from the exemption, even though that management is substantively carried out by the original lender itself. Such an activity constitutes, consequently, services supplied for consideration directly for the benefit of the third-party transferee.

34It is also necessary, as the Advocate General observed, in essence, in points 34 and 35 of her Opinion, to take account of the fact that, by restricting the personal scope of the exemption relating to the management of credit, the EU legislature did not intend to favour, for tax purposes, the outsourcing of that management to a third party. It follows that that exemption must be understood as covering the management of credit carried out in the context of the credit relationship between the original lender and the borrower.

35That interpretation is confirmed by the objectives pursued by Article 135(1)(b) of the VAT Directive. Those objectives do not require that the exemption provided for by that provision applies to the management of credit where that management is carried out by the person who granted the credit but subsequently transferred that credit to another person.

36It is clear from the case-law of the Court that the purpose of the exemption for financial transactions in Article 13B(d) of 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) and Article 135(1)(b) to (g) of the VAT Directive consists in alleviating the difficulties connected with determining the tax base and the amount of VAT deductible and in avoiding an increase in the cost of consumer credit (judgments of 19 April 2007, Velvet & Steel Immobilien, C‑455/05, EU:C:2007:232, paragraph 24, and of 10 March 2011, Skandinaviska Enskilda Banken, C‑540/09, EU:C:2011:137, paragraph 21; see also, to that effect, judgment of 25 July 2018, DPAS, C‑5/17, EU:C:2018:592, paragraph 46).

37Given that the exemptions provided for by Article 135(1)(b) to (g) of the VAT Directive reproduce, without any essential amendment, the exemptions which were previously laid down in Article 13B(d), points 1 to 6, of Sixth Directive 77/388, the case-law relating to the latter provisions remains of relevance for the interpretation of the equivalent provisions of the VAT Directive (judgment of 26 May 2016, Bookit, C‑607/14, EU:C:2016:355, paragraph 32).

38As regards the first objective, namely alleviating the difficulties connected with determining the tax base and the amount of VAT deductible, the European Commission is right to claim that it is not relevant in a situation such as that at issue in the main proceedings, in which the management of credit is carried out by the person who granted the credit, but subsequently transferred that credit to another person.

39The difficulties connected with determining the tax base and the amount of VAT deductible generally appear in the relationship between the original lender and the borrower, in which it may be difficult to distinguish the consideration for the granting of the credit, which is exempt, from the consideration for the transactions that relate to its management. In a situation such as that at issue in the main proceedings, in which the management of credit is the subject of a separate service invoiced by A to B on the basis of actual costs and an agreed profit margin, such difficulties are missing. That fact supports the interpretation that the exemption provided for in Article 135(1)(b) of the VAT Directive does not extend to the management services thus outsourced.

40The interpretation of Article 135(1)(b) of the VAT Directive in the light of the second objective, namely to avoid an increase in the cost of consumer credit, supports those considerations.

41First, in a situation such as that at issue in the main proceedings, in which the company which transferred the credit provides its management services to the company which purchased the credit and not to the borrowers, those services are not invoiced directly to the borrowers. The VAT which relates to those services cannot therefore be paid directly by the borrowers, who are not the purchasers of those services.

42Secondly, even if it is not possible to rule out any indirect effect of VAT in respect of the services for the management of credit provided by the transferor to the transferee on the financing costs for borrowers, that does not mean however that the corresponding amount for VAT purposes in respect of the borrowers is automatically deferred. The risk of an impact of those costs on the borrower depends, in particular, on the specific credit conditions, the marketing and financial strategy of the companies concerned or the competitive situation on the market.

43In any event, any outsourcing of the management of credit may result in an increase of the costs, whether the management services are subject to VAT or not.

44Furthermore, it is apparent from settled case-law that the VAT Directive must be interpreted in accordance with the principle of fiscal neutrality inherent in the common system of VAT, according to which economic operators carrying out the same transactions must not be treated differently in relation to the levying of VAT. Any action by the Member States concerning the collection of VAT must comply with that principle (see judgments of 17 December 2015, WebMindLicenses, C‑419/14, EU:C:2015:832, paragraph 41 and the case-law cited, and of 7 April 2016, Degano Trasporti, C‑546/14, EU:C:2016:206, paragraph 21 and the case-law cited).

45As the Advocate General stated in point 36 of her Opinion, there should be no difference in treatment for VAT purposes between services for the management of credit sold to a credit transferee according to whether the supplier of those services is the transferor who originally granted the credit or another person. In the latter case, it is clear that the management services are subject to VAT.

46Having regard to all of the foregoing, the answer to the first question is that Article 135(1)(b) of the VAT Directive must be interpreted as meaning that the exemption which it provides for the management of credit does not apply to the services for the management of credit provided by the person who granted that credit, subsequently transferred that credit and continues to manage that credit for consideration for the transferee.

The second question

47By its second question, raised in the event that the first question should be answered in the negative, the referring court asks, in essence, whether Article 135(1)(c) of the VAT Directive must be interpreted as meaning that the management services provided by the person who granted the credit must be exempt from VAT in so far as they constitute any dealings in credit guarantees or any other security for money within the meaning of that provision where those services relate to credit which serves as a guarantee for a bond issued by another financial institution.

48Under Article 135(1)(c) of the VAT Directive, the Member States are to exempt transactions concerning ‘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’.

49It is apparent from the request for a preliminary ruling that it primarily relates to the first part of that provision, namely whether the services at issue may be classified as any dealings in credit guarantees or any other security for money within the meaning of Article 135(1)(c) of the VAT Directive.

50In that regard, it must be held that services consisting in management of credit for the benefit of their purchaser, such as those at issue in the present case, cannot, as such, be classified as any dealings in credit guarantees or any other security for money within the meaning of Article 135(1)(c) of the VAT Directive. Such dealings cannot be treated in the same way as the management of credit constituting a guarantee, especially since the only management activity referred to in that provision as benefiting from a tax exemption concerns the management of credit guarantees by the person who is granting the credit.

51Furthermore, the management of credit is expressly referred to in Article 135(1)(b) of the VAT Directive. As the Advocate General stated in point 44 of her Opinion, an application of Article 135(1)(c) of the VAT Directive to the management of credit would render redundant the restriction of the scope of the VAT exemption for the management of credit, in respect of which Article 135(1)(b) of the VAT Directive provides that it applies only to the person granting the credit.

52It follows that the answer to the second question is that Article 135(1)(c) of the VAT Directive must be interpreted as meaning that the exemption which it provides for any dealings in credit guarantees or any other security for money does not apply to the services for the management of credit provided by the person who granted that credit and relating to the credit used as a guarantee for a bond issued by another financial institution, to which that credit was transferred.

The third question

53By its third question, raised in the event that the second question should be answered in the negative, the referring court asks whether Article 135(1)(d) of the VAT Directive must be interpreted as meaning that the exemption which it provides for transactions concerning debts applies to the management, by the transferor, of credit transferred to another company.

54Under Article 135(1)(d) of the VAT Directive, Member States are to exempt transactions concerning ‘deposit and current accounts, payments, transfers, debts, cheques and other negotiable instruments, but excluding debt collection’.

55It is apparent from the case-law of the Court that the transactions referred to in Article 135(1)(d) of the VAT Directive fall within the field of financial transactions and concern, in particular, payment instruments whose mode of operation involves a transfer of money (see judgment of 1 August 2025, Határ Diszkont, C‑427/23, EU:C:2025:596, paragraph 68 and the case-law cited).

56The test that makes it possible to distinguish a transaction that has the effect of transferring funds and bringing about changes in the legal and financial situation, which falls within the scope of the exemption provided for by Article 135(1)(d) of the VAT Directive, from a transaction that does not have such effects and is therefore outside the scope of that exemption, is whether the transaction under consideration causes the actual or potential transfer of ownership of the funds concerned, or fulfils in effect the specific, essential functions of such a transfer (see judgment of 1 August 2025, Határ Diszkont, C‑427/23, EU:C:2025:596, paragraph 71 and the case-law cited).

57In the present case, there is nothing in the file to show that the management services corresponding to the description provided by the referring court consist in a transfer of the ownership of funds or have the effect of fulfilling the specific and essential functions of such a transfer, with the result that such services do not constitute a transaction concerning debt in Article 135(1)(d) of the VAT Directive.

58Furthermore, as is apparent from paragraph 51 above, in order to prevent the restriction of the scope of the VAT exemption for the management of credit, in respect of which Article 135(1)(b) of the VAT Directive provides that it applies only to the person granting the credit, from being rendered redundant, Article 135(1)(d) of the VAT Directive cannot be regarded as applying to the management of credit.

59It follows that the answer to the third question is that Article 135(1)(d) of the VAT Directive must be interpreted as meaning that the exemption which it provides for transactions concerning debts does not apply to the services for the management of credit provided by the person who granted that credit and relating to the credit transferred to another financial institution.

Costs

60Since 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 General Court, other than the costs of those parties, are not recoverable.

Operative part

On those grounds,THE GENERAL COURT (Second Chamber, sitting with five Judges)hereby rules:

1.Article 135(1)(b) of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added taxmust be interpreted as meaning that the exemption which it provides for the management of credit does not apply to the services for the management of credit provided by the person who granted that credit, subsequently transferred that credit and continues to manage that credit for consideration for the transferee.

2.Article 135(1)(c) of Directive 2006/112must be interpreted as meaning that the exemption which it provides for any dealings in credit guarantees or any other security for money does not apply to the services for the management of credit provided by the person who granted that credit and relating to the credit used as a guarantee for a bond issued by another financial institution, to which that credit was transferred.

3.Article 135(1)(d) of Directive 2006/112must be interpreted as meaning that the exemption which it provides for transactions concerning debts does not apply to the services for the management of credit provided by the person who granted that credit and relating to the credit transferred to another financial institution.

Delivered in open court in Luxembourg on 17 June 2026.