CFE Statement on the EU compatibility of national real estate transfer tax rules where acquisitions of shares in property-owning companies are regarded transfers of the underlying immovable property.
CFE Opinion Statement ECJ-TF 2/2026 on the decision of the CJEU of 04 June 2026 in Case C-837/24, NOVA IBEROMOLDES – SGPS, S.A. v Autoridade Tributária e Aduaneira.
CFE’s ECJ Task Force has issued an opinion statement on Case C-837/24, in which the Court of Justice of the EU examined the compatibility with Directive 2008/7/EC of national real estate transfer tax rules that treat certain acquisitions of shares in property-owning companies as transfers of the underlying immovable property.
In its Opinion Statement, CFE Tax Advisers Europe welcomes the Court’s interpretation of Directive 2008/7/EC and that the judgment provides an important opportunity to enhance legal certainty across the EU. In particular, that Member States cannot subject share transactions to real estate transfer taxation where those transactions constitute capital contributions or restructuring operations protected by the Directive merely by treating them under domestic law as transfers of the underlying property.
The implications potentially extend beyond the Portuguese IMT regime. The CFE Statement identifies comparable issues arising under real estate transfer tax systems in Germany, the Netherlands and Austria, particularly where domestic legislation automatically or quasi-automatically requalifies share transactions involving property-owning companies. The judgment may therefore require further scrutiny of national rules applicable to share-for-share contributions, mergers, demergers and other capital restructurings involving real estate-owning entities.
At the same time, Nova Iberomoldes does not prevent Member States from taxing ordinary transfers of shares in real estate-owning companies which fall outside the protected transactions in Articles 3 and 4 of the Directive, nor does it prevent case-by-case action against genuinely abusive arrangements. CFE notes that any broader concerns regarding the impact of the judgment on the neutrality or effectiveness of national real estate transfer tax systems would ultimately be a matter for the EU legislature to address through amendment of the Directive.
