Parere CFE sulla sentenza CGUE C-837/24 Nova Iberomoldes: le norme nazionali che riqualificano come trasferimenti immobiliari le operazioni su quote di società immobiliari non possono eludere il divieto di imposte indirette sulle ristrutturazioni.
Background of the case
CFE's ECJ Task Force has issued Opinion Statement ECJ 2/2026 on Case C-837/24, Nova Iberomoldes. The case asked whether national real estate transfer tax rules treating certain share acquisitions in property-owning companies as transfers of the property comply with Directive 2008/7/EC. A Portuguese company paid up its share capital by contributing shareholdings, one of which was in a company owning immovable property. No real estate changed hands, yet the tax authority applied municipal transfer tax calculated on the property's value.
The Court's reasoning
The Court classified the transaction as a restructuring under Article 4(1)(b) of the Directive, which is protected against indirect taxation by Article 5. The nature of a tax and of the transaction must be determined autonomously under EU law, not by domestic labels. The exceptions in Article 6 are read strictly and did not apply. Member States cannot rely on general presumptions to prevent abuse: measures must be targeted and proportionate, with authorities proving abuse and taxpayers able to show a commercial rationale.
CFE's position
CFE welcomes the judgment as a step toward legal certainty across the EU. It notes that similar rules in Germany, the Netherlands and Austria may now face scrutiny, especially where share-for-share contributions, mergers and demergers involving property-owning entities are automatically requalified. CFE also stresses the limits of the ruling: ordinary share transfers outside the protected operations may still be taxed, and genuinely abusive arrangements can be addressed case by case. Wider concerns about the effectiveness of national transfer tax systems are for the EU legislature to address by amending the Directive.
Fonte: CFE Tax Advisers Europe