Official Journal of the European Union

C series

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C/2025/3024

10.6.2025

Judgment of the Court (Sixth Chamber) of 3 April 2025 (request for a preliminary ruling from the Mokestinių ginčų komisija prie Lietuvos Respublikos Vyriausybės – Lithuania) – ‘Nordcurrent group’ UAB v Valstybinė mokesčių inspekcija prie Lietuvos Respublikos finansų ministerijos

(Case C-228/24,

(1)

Nordcurrent group)

(Reference for a preliminary ruling - Taxation - Directive 2011/96/EU - Common system of taxation applicable in the case of parent companies and subsidiaries of different Member States - Exemption from corporation tax in respect of dividends paid by a non-resident subsidiary to a resident parent company - Article 1(2) and (3) - Anti-abuse provision - Classification of the subsidiary as a non-genuine arrangement - Steps of an arrangement - Tax advantage)

(C/2025/3024)

Language of the case: Lithuanian

Referring court

Parties to the main proceedings

Applicant:

‘Nordcurrent group’ UAB

Defendant: Valstybinė mokesčių inspekcija prie Lietuvos Respublikos finansų ministerijos

Operative part of the judgment

The anti-abuse provision set out in Article 1(2) and (3) of Council Directive 2011/96/EU of 30 November 2011 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States, as amended by Council Directive (EU) 2015/121 of 27 January 2015,

must be interpreted as not precluding national practice under which a parent company is denied, in its Member State of residence, an exemption from corporation tax in respect of dividends received from a subsidiary established in another Member State on the ground that that subsidiary is a non-genuine arrangement, where that subsidiary is not a conduit company and the profits distributed by way of dividends were generated in the course of activities carried out under that subsidiary’s name, provided that the constituent elements of an abusive practice are present.

The anti-abuse provision set out in Article 1(2) and (3) of Directive 2011/96, as amended by Directive 2015/121,

must be interpreted as precluding a national practice under which, without exception, only the situation existing as at the dates of payment of dividends is to be taken into account in order to classify a subsidiary established in another Member State as a non-genuine arrangement, where that subsidiary was set up for valid commercial reasons and the genuine nature of its activity before those dates is not called into question.

The anti-abuse provision set out in Article 1(2) and (3) of Directive 2011/96, as amended by Directive 2015/121,

must be interpreted as meaning that, where a parent company has received dividends from a subsidiary classified as a non-genuine arrangement, that classification alone is not sufficient to find that, by enjoying an exemption from corporation tax in respect of those dividends, the parent company obtained a tax advantage that defeats the object and purpose of that directive.

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(1) OJ C C/2024/4077.

ELI: http://data.europa.eu/eli/C/2025/3024/oj

ISSN 1977-091X (electronic edition)

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