7.9.2013

Official Journal of the European Union

C 260/26

(Case C-343/13)

2013/C 260/45

Language of the case: Portuguese

Referring court

Parties to the main proceedings

Applicant: Modelo Continente Hipermercados SA

Defendant: Autoridade para as Condições do Trabalho — Centro Local do Lis (ACT)

Questions referred

1.In the light of Community law and, in particular, Directive 2011/35/EU (1) and Article 19 thereof, does the merger of companies entail a system of transfer of liability for administrative offences to the acquiring company for acts committed by the company being acquired before registration of the merger?

2.Can a penalty for administrative offences be considered a debt owed to third parties (in the present case the State, for infringement of rules concerning administrative offences) for the purposes of the application of the Directive, with the consequence that the corresponding debt (fine) for an administrative offence, in respect of which the State is the creditor, is transferred to the acquiring company?

3.Does an interpretation of Article 112 of the Commercial Companies Code according to which it does not imply termination of proceedings for an administrative offence committed before the merger, or of the corresponding fine to be imposed, conflict with the abovementioned Community Directive, which sets out the consequences of a company merger, thereby constituting a broad interpretation of the provision contrary to the principles of Community law and, in particular, Article 19 of the Directive?

4.Does that interpretation constitute a breach of the principle that there can be no administrative offence without strict (mitigated) liability or liability for fault on the part of the acquiring entity?

Directive 2011/35/EU of the European Parliament and of the Council of 5 April 2011 concerning mergers of public limited liability companies (OJ L 110, 29.4.2011, p. 1)