5-6 minutes
IMT in corporate restructurings: what did the Court of Justice of the European Union decide?
The Court of Justice of the European Union has ruled that Portugal cannot charge Property Transfer Tax, known as IMT, on a corporate restructuring with the characteristics of the Nova Iberomoldes case solely because one of the companies involved owns real estate.
The judgment, delivered on 4 June 2026, is relevant to the incorporation of holding companies, contributions of shareholdings and internal reorganisations of corporate groups.
It does not, however, mean that all acquisitions of companies owning real estate are no longer subject to IMT.
In summary
In principle, the Portuguese IMT Code allowed the transaction under review to be taxed.
However, the CJEU held that the transaction constituted a genuine corporate restructuring protected by European Union law. Since IMT directly burdened that restructuring, the national provision could not be applied in that particular case.
The judgment did not abolish the rule contained in the IMT Code. It limited its application where the transfer of shareholdings forms part of a restructuring operation covered by European Union law.
How did the case arise?
The case arose from the incorporation of a new holding company, structured as a Portuguese Sociedade Gestora de Participações Sociais, or SGPS.
The share capital of the new SGPS was paid up through the contribution of shareholdings held by its sole shareholder in other companies.
One of those companies owned two properties. As a result of the transaction, the new SGPS acquired the entire share capital of that company.
The properties were neither sold nor transferred. They remained owned by the same company.
The Portuguese Tax Authority considered that the acquisition of the shareholdings amounted, for IMT purposes, to an indirect acquisition of the properties and assessed:
• €68,855.61 in IMT;
• €11,024.45 in compensatory interest.
The company challenged the assessment before the Portuguese Administrative Arbitration Centre in case no. 670/2023-T.
The arbitral tribunal stayed the proceedings and asked the CJEU to clarify whether the tax charge was compatible with European Union law.
The tax inspection also questioned the application of the corporate income tax neutrality regime. That issue was not, however, examined by the CJEU, which ruled only on the IMT charge.
Was the IMT Code applicable?
In principle, yes.
At the time of the events, the IMT Code treated the acquisition of shareholdings in a private limited company owning real estate as equivalent to a transfer of property where the acquirer came to hold at least 75% of the company’s share capital.
The new SGPS acquired 100% of the company that owned the properties.
The issue was therefore not the absence of a legal basis under Portuguese law. The question was whether that national rule could be applied to a restructuring protected by European Union law.
What role did European Union law play?
Directive 2008/7/EC protects certain capital contributions and restructuring operations against indirect taxation.
Those operations include the acquisition of a majority of the voting rights in another company where the shareholdings acquired are remunerated, at least in part, through shares in the acquiring company.
In the Nova Iberomoldes case:
• the new SGPS acquired majority shareholdings in other companies;
• those shareholdings were used to pay up its share capital;
• the company making the contribution received shares in the new SGPS.
The transaction therefore met the requirements of a corporate restructuring for the purposes of European Union law.
What did the CJEU decide?
The CJEU concluded that the transfer of the shareholdings was not a standalone sale and purchase transaction.
It formed an integral part of the incorporation and reorganisation of the new SGPS.
Although IMT was calculated on the basis of the value of the properties, it was charged precisely because the shareholdings in the company owning those properties had been used to pay up the capital of the new company.
In the Court’s view, this amounted to the imposition of an indirect tax on a restructuring operation protected by European Union law.
For that reason, the provision of the IMT Code, although applicable under national law, could not take effect in that specific case.
The fact that employees, other assets or all equity instruments were not transferred did not alter that conclusion.
Why could IMT not be charged?
The decision is based on three main considerations:
• there was a genuine restructuring operation, rather than an ordinary acquisition of shareholdings;
• the properties were not transferred and remained owned by the same company;
• IMT directly burdened the contribution of the shareholdings to the capital of the new SGPS.
The taxation therefore conflicted with the protection granted by European Union law to restructuring operations.
Did the CJEU annul the tax assessment?
Not directly.
The CJEU interprets European Union law but does not decide the Portuguese tax proceedings.
It is now for the arbitral tribunal to apply that interpretation and rule on the lawfulness of the assessment.
In practice, the Portuguese tribunal is bound by the interpretation laid down by the CJEU on the European Union law issue.
Are all acquisitions of companies owning real estate now exempt from IMT?
No.
Under the current wording of the IMT Code, the acquisition of shareholdings in a company may be subject to tax where the following conditions are cumulatively met:
• more than 50% of the company’s assets consist, directly or indirectly, of real estate located in Portugal;
• those properties are not directly allocated to an agricultural, industrial or commercial activity, with the purchase and sale of real estate being excluded for this purpose;
• the acquirer comes to hold at least 75% of the share capital, or the number of shareholders is reduced to two persons who are married or living in a de facto union.
The rule currently applies to general partnerships, limited partnerships, private limited companies and public limited companies.
The events in the case occurred in 2019, and the CJEU therefore examined the wording in force at that time. The current legislation contains additional requirements, but the principle established by the judgment remains relevant: the national rule cannot be applied where the transfer of shareholdings forms part of a restructuring protected by European Union law.
An ordinary acquisition of shares or quotas, particularly where the consideration is paid in cash, may remain subject to IMT.
What if the property itself is transferred?
The legal position is different.
In the Nova Iberomoldes case, shareholdings were transferred. The properties remained owned by the same company.
Where the property itself is transferred directly to a company, European Union law allows transfer duties to be charged.
A contribution of shareholdings should therefore not be confused with a direct contribution of real estate to the capital of a company.
Is it possible to recover IMT already paid?
Possibly, but not automatically.
Companies that have paid IMT in similar transactions should examine:
• the specific structure of the transaction;
• whether shareholdings or the properties themselves were transferred;
• whether a majority of voting rights was acquired;
• the consideration provided;
• the date of the assessment and payment;
• the available remedies and applicable deadlines.
The judgment may be relied on in ongoing proceedings and may justify a review of earlier tax assessments.
The possibility of annulment or repayment will depend on the specific transaction and its procedural status.
What is the impact on future restructurings?
The judgment prevents IMT from being applied automatically to a restructuring protected by European Union law merely because companies owning real estate are involved.
Before carrying out a transaction, it is important to analyse:
• the economic purpose of the reorganisation;
• the shareholdings transferred;
• the voting rights acquired;
• the form of consideration;
• whether real estate is transferred directly;
• the IMT treatment and the other applicable taxes.
A transaction that is poorly structured or inadequately documented may fall outside the protection recognised by the CJEU.
Relevance for businesses in the Algarve
The Algarve has numerous corporate groups and family-owned companies holding properties connected with tourism, hospitality, commercial, industrial, real estate and investment activities.
The incorporation of holding companies, the reorganisation of shareholdings or the succession of family-owned groups may involve companies owning real estate and raise significant IMT issues.
How can URB Law Services help?
URB Law Services, with an office in Almancil, provides legal and tax support to companies, investors and corporate groups in the Algarve.
Our team can assist with:
• analysing the effects of the Nova Iberomoldes judgment;
• safely structuring new corporate reorganisations;
• assessing potential IMT liability in advance;
• preparing the documents required for the transaction;
• reviewing similar transactions already completed;
• assessing the possibility of recovering IMT paid unduly;
• assisting with administrative claims, review applications and ongoing tax or arbitration proceedings.
Our support may therefore cover both the planning of future transactions and the defence of companies that have already been taxed in similar circumstances.
Contact us to learn more.
10th of July, 2026
