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Transfer of a totality of assets or part thereof EU VAT case law

8 cases of the Court of Justice and the General Court of the European Union on this point of VAT law, from 2003 to 2026.

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Under each case, what the Court decided, from its summary. The summaries are AI-generated and are not official documents: open the case for the Court’s own text.

T-366/25 Szytelbiecka

Judgment · 9 September 2026 · Poland

Transfer of a totality of assets, donation of an undertaking in two half shares to two individuals who intend to contribute them to their own partnership, Article 19 of the VAT Directive

Article 19 of the VAT Directive does not cover such a transfer. The two transfers are distinct and independent of one another, so the condition that the elements transferred must together be sufficient to allow an independent economic activity to be carried on falls to be tested for each daughter separately. A share amounting to half of the undertaking is not an autonomous unit with which each daughter could have carried on that activity on her own, so the first condition for Article 19 is not met, irrespective of the intention to contribute the shares to a partnership. With that condition unmet, the condition on the recipient's intention to carry on the activity did not need to be examined. The Commission's admissibility objection was rejected. Absent a transfer of a totality of assets, the gratuitous transfer would not be an exempt transaction, so the question is not hypothetical. The judgment fixes the level at which the autonomy test bites in a divided transfer.

T-397/25 A&P Deco

Judgment · 2 September 2026 · Netherlands

Letting the property back to the buyer does not travel inside the transfer of a business

The General Court held that the letting does not form part of the transfer of a totality of assets where the right to the letting arises on the occasion of the transfer. What passes is not a pre-existing right belonging to the business assets but a newly created contractual right, distinct from the transfer of the business. The fiction of continuity in Articles 19 and 29 therefore does not extend to the letting contract. The transferor continues to use the property for an exempt activity, namely the letting itself, so the use of the capital item changes and the deduction originally taken must be adjusted under Articles 184 to 190. That the transferee carries on the transferred activity in the same building does not alter that. The judgment separates two operations that are ordinarily concluded together and that both serve the continuity of the business, holding that they keep distinct legal characters.

T-413/25 Peckeger

Judgment · 2 September 2026 · Austria

Contributing property for no shares, and the limits a Member State may place on Article 19

The General Court held that the contribution is not a supply of goods for consideration, since the transferor obtains no actual consideration for the properties. It is, however, an application of goods forming part of the business assets, transferred free of charge or applied for purposes other than those of the business within the first paragraph of Article 16, and is therefore treated as a supply for consideration. The Court further held that Article 19 precludes national legislation restricting the regime to certain categories of activity or income, including where the legislature opted for the rule before accession but confined it to specific cases not covered by the second paragraph of Article 19. Finally, the first paragraph of Article 19 has direct effect and may be relied on before the national courts. The transfer of a totality of assets is an autonomous concept of EU law, and the second paragraph of Article 19 sets out the only grounds on which a Member State may restrict it.

C-729/21 Dyrektor Izby Administracji Skarbowej w Łodzi

Order · 16 January 2023 · Poland

Transfer of a business without every asset, and no requirement that the buyer succeed the seller

The Court held that Article 19 does not preclude a national provision that omits any condition about the transferee succeeding to the person of the transferor. The option in Article 19 is exercised on the terms the Member State chooses, subject to the limits in the directive. On the second question it held that the concept does cover the transfer of part of an undertaking even where not all of its constituent elements are transferred, provided that the elements actually transferred are sufficient to allow that business to carry on an autonomous economic activity. The operative criterion is functional, and it is the one to apply in practice.

C-17/18 Mailat

Judgment · 19 December 2018 · Romania

Letting a fully equipped business as a transfer of a going concern

Not a transfer of a totality of assets. The items necessary to carry on the activity were merely let, with no transfer of related property rights, so the lessee could never dispose of them. Continuation under the same name is irrelevant. The contract is a single supply in which the letting of the immovable property is the principal element, the equipment and inventory being ancillary, and it therefore falls within the Article 135(1)(l) exemption. Landlords letting equipped commercial premises (restaurants, hotels, care and leisure operators) cannot rely on Article 19 to avoid adjusting input VAT recovered on works, fixtures and inventory.

C-651/11 X

Judgment · 30 May 2013 · Netherlands

Share disposal as a transfer of a going concern

The Court answers all three questions in the negative. A share transfer, whatever the size of the holding, is not equivalent to a transfer of a business unless the holding forms part of an independent unit permitting an independent economic activity which the transferee then carries on. Shares alone do not confer that. Article 5(8) speaks of a single transferor, so each sale is assessed separately. Only if the management activities were an autonomous business, separately priced, could a going-concern transfer arise, and then only for those activities. Sellers of shareholdings cannot escape VAT on the disposal by aggregating their sale with simultaneous sales by co-shareholders reaching 100%, and SKF paragraph 79 does not help where there are multiple vendors. Relevant to holding companies, private equity vendors and advisers structuring management buy-outs and exits in the Netherlands and elsewhere.

C-444/10 Schriever

Judgment · 10 November 2011 · Germany

Transfer of a going concern where the premises are leased, not sold

There is a transfer of a totality of assets where stock and fittings of a retail outlet are transferred together with a lease of the premises for an indefinite period terminable at short notice, provided the assets transferred suffice for the transferee to carry on an independent economic activity on a lasting basis. Where the nature of the activity requires an inseparable bundle of movable and immovable property, possession of the premises must pass. A lease will do. Lease duration and termination terms count only if they make lasting continuation impossible. Confirms that no-supply treatment does not require transfer of ownership of the premises. Relevant to retail and hospitality disposals where the vendor keeps the freehold, and to advisers pricing VAT risk on asset deals.

C-497/01 Zita Modes

Judgment · 27 November 2003 · Luxembourg

Transfer of a going concern, no requirement that the transferee carry on the same activity

Where a Member State exercises the option, the no-supply rule must apply to every transfer of a business or independent part of an undertaking, tangible and where relevant intangible elements together capable of independent economic activity. It does not cover a bare transfer of assets such as a stock of goods. The only permitted restriction is that in the second sentence. The transferee must intend to operate the business, not immediately liquidate it and sell the stock, but need not pursue the same type of activity. Conditioning the rule on holding a business authorisation is unlawful. Confirms an autonomous EU concept of transfer of a going concern, constraining national add-ons. Relevant to M&A and asset deals, and to anyone facing assessments premised on continuation in the same branch.

Related topics

Supply of goods · Right of deduction · Direct effect · Immovable property · Adjustment of deductions · Supply of goods or services · Concept of value added tax and other similar taxes