Provisional text
JUDGMENT OF THE COURT (First Chamber)
16 July 2026 (*)
( Reference for a preliminary ruling – Article 47 of the Charter of Fundamental Rights of the European Union – Right to an effective remedy – Whether applicable – National legislation providing for a system of joint and several liability of company directors for payment of value added tax (VAT) owed by the company – Binding effect of the findings of fact and legal classifications contained in a final tax assessment – Option for the director to challenge the assessment issued against the company as an incidental question – Respect for the rights of the defence )
In Case C‑158/25,
REQUEST for a preliminary ruling under Article 267 TFEU from the Cour de cassation du Grand-Duché de Luxembourg (Court of Cassation, Grand-Duchy of Luxembourg, Luxembourg), made by decision of 20 February 2025, received at the Court on 21 February 2025, in the proceedings
QJ
v
Administration de l’enregistrement, des domaines et de la TVA (AEDT),
État du Grand-duché de Luxembourg,
THE COURT (First Chamber),
composed of F. Biltgen, President of the Chamber, T. von Danwitz, Vice‑President of the Court, acting as judge of the First Chamber, A. Kumin, S. Gervasoni and M. Bošnjak (Rapporteur), Judges,
Advocate General: L. Medina,
Registrar: C. Di Bella, Administrator,
having regard to the written procedure and further to the hearing on 4 December 2025,
after considering the observations submitted on behalf of:
– QJ, by N. Le Gouellec and Y. Prussen, avocats,
– the Luxembourg Government, by A. Germeaux and T. Schell, acting as Agents, and by F. Gabaudan and A. Moro, avocats,
– the Spanish Government, by M. Morales Puerta and A. Pérez-Zurita Gutiérrez, acting as Agents,
– the Polish Government, by B. Majczyna, D. Lutostańska, B. Rogowska-Rajda and J. Sawicka, acting as Agents,
– the European Commission, by P. Carlin, M. Herold and F. Moro, acting as Agents,
after hearing the Opinion of the Advocate General at the sitting on 5 March 2026,
gives the following
Judgment
1 This request for a preliminary ruling concerns the interpretation of Article 47 and Article 51(1) of the Charter of Fundamental Rights of the European Union (‘the Charter’).
2 The request has been made in proceedings between QJ, a natural person, and the Administration de l’enregistrement, des domaines et de la TVA (AEDT) (the Registration, Land and VAT Authority, Luxembourg) (‘the AEDT’) and the État du Grand-Duché de Luxembourg (State of the Grand Duchy of Luxembourg, Luxembourg) concerning a guarantee call decision taken against QJ to collect the value added tax (VAT) owed by a company whose director he was.
Legal context
European Union law
The TFEU
3 Article 325(1)TFEU provides:
‘The [European] Union and the Member States shall counter fraud and any other illegal activities affecting the financial interests of the Union through measures to be taken in accordance with this Article, which shall act as a deterrent and be such as to afford effective protection in the Member States, and in all the Union’s institutions, bodies, offices and agencies.’
The Charter
4 Article 47 of the Charter, entitled ‘Right to an effective remedy and to a fair trial’, stipulates:
‘Everyone whose rights and freedoms guaranteed by the law of the Union are violated has the right to an effective remedy before a tribunal in compliance with the conditions laid down in this Article.
Everyone is entitled to a fair and public hearing within a reasonable time by an independent and impartial tribunal previously established by law. Everyone shall have the possibility of being advised, defended and represented.
Legal aid shall be made available to those who lack sufficient resources in so far as such aid is necessary to ensure effective access to justice.’
5 Article 51 of the Charter, entitled ‘Field of application’, is worded as follows:
‘1. The provisions of this Charter are addressed to the institutions, bodies, offices and agencies of the Union with due regard for the principle of subsidiarity and to the Member States only when they are implementing Union law. They shall therefore respect the rights, observe the principles and promote the application thereof in accordance with their respective powers and respecting the limits of the powers of the Union as conferred on it in the Treaties.
2. The Charter does not extend the field of application of Union law beyond the powers of the Union or establish any new power or task for the Union, or modify powers and tasks as defined in the Treaties.’
Directive 2006/112/EC
6 Article 2(1) of Council Directive 2006/112 of 28 November 2006 on the common system of value added tax (OJ 2006 L 347, p. 1) determines which transactions are subject to VAT.
7 The first paragraph of Article 273 of that directive provides:
‘Member States may impose other obligations which they deem necessary to ensure the correct collection of VAT and to prevent evasion, subject to the requirement of equal treatment as between domestic transactions and transactions carried out between Member States by taxable persons and provided that such obligations do not, in trade between Member States, give rise to formalities connected with the crossing of frontiers.’
Luxembourg law
8 The loi du 12 février 1979 concernant la taxe sur la valeur ajoutée (Law of 12 February 1979 on value added tax) (Mémorial A 1979, p. 186), as amended by the loi du 23 décembre 2016 portant mise en œuvre de la réforme fiscale 2017 (Law of 23 December 2016 implementing the 2017 tax reform) (Mémorial A 2016, p. 5139) (‘the LTVA’), provides in Article 67-1:
‘Managing directors, managers and any de jure or de facto directors responsible for the day-to-day management of the persons liable to pay [VAT] are required to ensure that the legal obligations laid down by this law are complied with, and in particular that [VAT] due is paid from the financial resources which they are responsible for managing.’
9 Under Article 67-2 of that law:
‘Managing directors, managers and any de jure or de facto directors responsible for the day-to-day management are personally and jointly and severally liable for the payment of [VAT] due where, as a result of their failure to discharge the legal obligations incumbent on them, the legal obligations imposed by this law on the persons liable to pay [VAT] that they manage have not been complied with or the VAT due has not been paid from the financial resources which they are responsible for managing.’
10 The first paragraph of Article 67-3 of that law provides:
‘In the event of failure to discharge the legal obligations incumbent on managing directors, managers and any de jure or de facto directors responsible for day-to-day management, the Director of the Registration and Land Authority or his or her representative may issue a guarantee call decision against such persons. That decision confers on the administration the right to recover from those persons the [VAT] owed by the persons liable for payment of [VAT].’
The dispute in the main proceedings and the questions referred for a preliminary ruling
11 On 17 March 2018, the AEDT issued two VAT assessments against company VN, one for 2014 and the other for 2015 and 2016. The appeal lodged by that company against those assessments was declared inadmissible for being out of time. VN subsequently failed to pay the amounts of VAT due for the years 2014 to 2016.
12 From 22 April 2013 to 15 February 2019, the appellant in the main proceedings served as VN’s director and was in charge of its day-to-day management. On 16 May 2019, the AEDT notified a guarantee call decision to the appellant, which was based on Articles 67-1 to 67-3 of the LTVA (‘the guarantee call mechanism at issue’), requiring him, in his capacity as director responsible for the day-to-day management of VN between 2013 and 2019, to pay the outstanding VAT amounts.
13 Following the rejection, by the Director of the AEDT, of the appellant’s objection to the guarantee call decision, the appellant in the main proceedings brought an action before the Tribunal d’arrondissement de Luxembourg (District Court, Luxembourg) seeking to have that decision amended or, failing that, annulled. That court rejected the action of the appellant in the main proceedings by a judgment which was confirmed by the Cour d’appel (Court of Appeal, Luxembourg).
14 Hearing an appeal on a point of law by the appellant in the main proceedings, the Cour de Cassation du Grand-Duché de Luxembourg (Court of Cassation, Grand Duchy of Luxembourg, Luxembourg), which is the referring court, states that the appellant had challenged, before the appeal court, that VN had any tax debt. In particular, the appellant had submitted that, as a person called upon to guarantee payment of the tax assessments issued against the company of which he had been the director, he was entitled to file a third-party objection which was admissible because those assessments had not been notified to him personally. According to the appellant in the main proceedings, denying him the opportunity to bring an action in his own name is incompatible with Article 47 of the Charter.
15 The appeal court had rejected the arguments of the appellant in the main proceedings on the ground that, in the absence of any action validly brought by VN within the time limits laid down by law, the tax assessments had become final and could no longer be challenged.
16 According to that appeal court, there is no provision which states that a person subject to a guarantee call can bring an appeal against the tax assessment issued against the principal taxable person. As that assessment had become final, it could not be challenged incidentally by the director, who was subject to a guarantee call, within the context of the proceedings to enforce payment against him. First, the person subject to the guarantee call was the same person who represented the legal entity in the procedure for determining the taxable turnover and, second, that person had, in that capacity, the possibility of participating in that procedure while having a remedy against the ex officio tax assessment at their disposal. As the appellant in the main proceedings was not himself a taxable person for the purposes of VAT, the AEDT was not required to notify him in his personal capacity of the tax assessments or to involve him in that capacity in the ex officio taxation procedure, because he had had the possibility of participating in that procedure in his capacity as director and the action brought by the company had been out of time.
17 Furthermore, as the appellant in the main proceedings was a third party to the ex officio taxation procedure, he was not entitled to rely on any infringements of fundamental rights committed in the context of that procedure against VN. The provisions of national law governing the dispute in the main proceedings, in particular Article 67-1 et seq. of the LTVA, did not constitute an implementation of EU law with the result that, in accordance with Article 51 of the Charter, Article 47 thereof was not applicable.
18 In that regard, the referring court notes that the tax proceedings against the appellant in the main proceedings have their origin in a failure to discharge legal obligations in relation to VAT for which, as follows from the guarantee call decision, the appellant is liable in his capacity as director responsible for VN’s day-to-day management. In that context, that court is uncertain whether the case-law resulting from the judgment of 26 February 2013, Åkerberg Fransson (C‑617/10, EU:C:2013:105), according to which it follows from Directive 2006/112 that every Member State is under an obligation to take all legislative and administrative measures appropriate for ensuring collection of all the VAT due on its territory and for preventing evasion, may apply to a system of joint and several liability whereby company directors are held liable, on account of a failure to discharge their obligations, for payment of the VAT owed by the company which they run, so that the applicability of Article 47 of the Charter must be recognised.
19 Moreover, should Article 47 of the Charter apply, the referring court observes that, in its judgment of 9 September 2021, Adler Real Estate and Others (C‑546/18, EU:C:2021:711), the Court of Justice had inferred from Article 47 that a natural person who was subject to subsequent proceedings could not be bound by the binding effect of a decision having become final, which was adopted in the context of earlier proceedings against a legal entity, in which that natural person had participated not as a party but merely as a representative of that legal person. Consequently, in the light of that judgment, the referring court is uncertain as to whether company directors must have the ability, first, to challenge, incidentally, in the context of an action against the administrative act establishing their joint and several liability, the tax assessment previously issued to the taxable company; second, to rely on any infringements of fundamental rights committed in the context of the ex officio taxation procedure against that company; and, third, to request, in his or her personal capacity, that the tax assessment be communicated to him or her or to be involved, in his or her personal capacity, in the taxation procedure.
20 In those circumstances, the Cour de cassation du Grand-Duché de Luxembourg (Court of Cassation, Grand Duchy of Luxembourg) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:
‘(1) Does the Charter …, and in particular Article 47 thereof, apply, in the light of the criteria in Article 51(1) [thereof], to … national legislation [establishing] the joint and several liability of company directors, on account of the failure to discharge their obligations, for payment of the VAT owed by the company which they run?
(2) If the answer to the first question is in the affirmative, is Article 47 of the Charter to be interpreted as conferring on directors who are the subject of a guarantee call the ability to challenge, indirectly, in the context of an action available to them under national law against the administrative act establishing their joint and several liability, the ex officio VAT assessment previously issued to the company and to which the company did not file an objection in good time?
(3) If the answer to the second question is in the affirmative, is Article 47 of the Charter to be interpreted as limiting the grounds on which directors may rely in the context of an indirect challenge to the ex officio tax assessment issued to the taxable company or as encompassing all grounds, including those relating to the determination of the VAT liability, such as the findings of fact which led to the ex officio administrative tax decision issued against the taxable company, and purely personal grounds, such as possible infringements of fundamental rights committed in respect of those directors in the context of the ex officio tax procedure?’
Consideration of the questions referred
The first question
21 According to settled case-law, in the procedure laid down by Article 267 TFEU providing for cooperation between national courts and the Court of Justice, it is for the latter to provide the national court with an answer which will be of use to it and enable it to decide the case before it. To that end, the Court should, where necessary, reformulate the questions referred to it (see, to that effect, judgments of 28 November 2000, Roquette Frères, C‑88/99, EU:C:2000:652, paragraph 18, and of 18 December 2025, SACD and Others, C‑182/24, EU:C:2025:979, paragraph 44 and the case-law cited).
22 In the present case, it is apparent from the request for a preliminary ruling that the appellant challenges, before the referring court, the guarantee call decision by relying on arguments alleging the unlawfulness of the tax assessment notified to the taxable company for whose VAT liability he is held liable.
23 It should therefore be considered that, by its first question, the referring court asks, in essence, whether Article 47 and the first sentence of Article 51(1) of the Charter must be interpreted as meaning that the requirements stemming from the right to an effective remedy, as enshrined in Article 47, are applicable in the context of judicial review proceedings brought by a company director, who is subject to a guarantee call, against a guarantee call decision taken pursuant to national legislation which provides that that director is jointly and severally liable for payment of the VAT owed by that company if he or she fails to discharge his or her director’s legal obligations in relation to VAT.
24 In the first place, it must be pointed out that the scope of the Charter is defined in the first sentence of Article 51(1) thereof, according to which, so far as action by the Member States is concerned, the provisions of the Charter are addressed to those States only when they are implementing EU law. The fundamental rights guaranteed in the legal order of the European Union are applicable in all situations governed by EU law, but not outside such situations (judgments of 26 February 2013, Åkerberg Fransson, C‑617/10, EU:C:2013:105, paragraph 19, and of 29 July 2024, protectus, C‑185/23, EU:C:2024:657, paragraphs 40 and 41).
25 The concept of ‘implementing Union law’, as referred to in that provision, assumes a degree of connection between an EU legal measure and the national measure in question, above and beyond the matters covered being closely related or one of those matters having an indirect impact on the other (see, to that effect, judgments of 6 March 2014, Siragusa, C‑206/13, EU:C:2014:126, paragraph 24, and of 12 September 2024, Syndyk Masy Upadłości A, C‑709/22, EU:C:2024:741, paragraph 62).
26 In order to determine whether a national measure involves ‘implementing Union law’, it is necessary to determine, inter alia, whether the national legislation at issue in the main proceedings is intended to implement a provision of EU law, what the character of that legislation is, and whether it pursues objectives other than those covered by EU law, even if it is capable of indirectly affecting that law, and also whether there are specific rules of EU law on the matter or rules which are capable of affecting it (judgments of 8 November 2012, Iida, C‑40/11, EU:C:2012:691, paragraph 79, and of 10 July 2025, DADA Music and UPFR, C‑37/24, EU:C:2025:551, paragraph 50).
27 In that regard, it follows, inter alia, from Articles 2 and 273 of Directive 2006/112, read in conjunction with Article 4(3) TEU and Article 325(1) TFEU, that Member States are required to take all legislative and administrative measures appropriate for ensuring collection of all the VAT due on their territory and for preventing fraud (see, to that effect, judgments of 13 October 2022, Direktor na Direktsia ‘Obzhalvane i danachno-osiguritelna praktika’, C‑1/21, EU:C:2022:788, paragraph 60 and the case-law cited, and of 3 April 2025, Cityland, C‑164/24, EU:C:2025:241, paragraph 34).
28 Indeed, under Article 2(1)(b) of Council Decision 2014/335/EU, Euratom of 26 May 2014 on the system of own resources of the European Union (OJ 2014 L 168, p. 105), the European Union’s own resources include, inter alia, revenue from the application of a uniform rate to the harmonised VAT assessment bases determined in accordance with EU rules. Accordingly, there is a direct link between the collection of VAT revenue in compliance with the EU law applicable and the availability to the EU budget of the corresponding VAT resources, since any lacuna in the collection of the first potentially causes a reduction in the second (see, to that effect, judgments of 26 February 2013, Åkerberg Fransson, C‑617/10, EU:C:2013:105, paragraph 26, and of 13 October 2022, Direktor na Direktsia ‘Obzhalvane i danachno-osiguritelna praktika’, C‑1/21, EU:C:2022:788, paragraph 58).
29 In the present case, it appears that the guarantee call mechanism at issue is linked to a failure to discharge legal obligations in relation to VAT. In that way, it allows the national tax authority to collect the VAT owed by a taxable legal person from the managing directors, managers and any de jure or de facto directors dealing with or having dealt with the day-to-day management of that legal person. In that regard, the second sentence of the first paragraph of Article 67-3 of the LTVA provides that the guarantee call decision ‘confers on the administration the right to recover from those persons the [VAT] owed by the persons liable for payment of [VAT]’.
30 It is clear that such a system has the objective of ensuring the collection of VAT which has not been paid by a taxable legal person and contributes to complying with the obligation, reiterated in paragraph 27 above, incumbent on each Member State, to take all legislative and administrative measures appropriate for ensuring collection of all the VAT due on its territory and for preventing fraud, in accordance, inter alia, with Article 325(1) TFEU and Article 273 of Directive 2006/112.
31 In the light of the case-law reiterated in paragraphs 27 and 28 above, it must be found that that system involves the implementation of, inter alia, Article 273 of Directive 2006/112 and, consequently, that, by establishing and applying that system, the Grand-Duchy of Luxembourg is implementing EU law within the meaning of Article 51(1) of the Charter.
32 That finding is not called into question by the arguments of the Luxembourg Government which, in order to challenge the applicability of the Charter in the case in the main proceedings, submits that the guarantee call mechanism at issue is not intended to enable the collection of all the VAT owed by the taxable company, but to ensure that damage suffered by the national tax authority on account of the wrongful conduct attributable to the director of that company is compensated.
33 As observed, in essence, by the Advocate General in point 45 of her Opinion, any national measure which contributes to collecting all or part of VAT not paid by a taxable person, be it from that person or a third person, must be found to help ensuring the correct collection of VAT and, as the case may be, to combat fraud. The circumstance, relied on by the Luxembourg Government, that such a measure establishes a specific case of civil liability and does not, under national law, fall within the arrangements for tax surcharges is devoid of any relevance in that regard.
34 Thus, the Court has already held, in a factual and legal context similar to the case in the main proceedings, that a system of joint and several liability which provides, first, that the director of a company becomes jointly and severally liable for all or part of the VAT burden of that company, irrespective of the taxable transactions concerned, and, second, that that liability is limited to the amount by which the company’s assets were depleted as a result of the acts carried out in bad faith by the person designated as jointly and severally liable, contributes to the collection of amounts of VAT which have not been paid by a taxable legal person within the mandatory time limits laid down by Directive 2006/112, with the result that that system helps to ensure the correct collection of VAT and, as the case may be, to prevent evasion within the meaning of Article 273 of that directive (see, to that effect, judgment of 13 October 2022, Direktor na Direktsia ‘Obzhalvane i danachno-osiguritelna praktika’, C‑1/21, EU:C:2022:788, paragraphs 52, 53, 61, 66 and 70).
35 In addition, as conceded by the Luxembourg Government at the hearing, the damage that may be subject to compensation under the guarantee call mechanism at issue is indissociable from the amount of VAT not paid by the taxable legal person.
36 In the second place, it follows from the Court’s case-law that the recognition, in a given case, of the right to an effective remedy provided for in Article 47 of the Charter presupposes that the person invoking that right is relying on rights or freedoms guaranteed by EU law or that that person is the subject of proceedings constituting an implementation of EU law, within the meaning of Article 51(1) of the Charter (see, to that effect, judgments of 6 October 2020, État luxembourgeois (Right to bring an action against a request for information in tax matters), C‑245/19 and C‑246/19, EU:C:2020:795, paragraph 55, and of 25 February 2025, Sąd Rejonowy w Białymstoku and Adoreikė, C‑146/23 and C‑374/23, EU:C:2025:109, paragraph 41).
37 That is the case, in the latter situation which corresponds to the situation in the present case, where a person challenges, within the context of judicial review proceedings, an administrative decision adversely affecting that person and taken on the basis of a national provision implementing EU law within the meaning of Article 51(1) of the Charter (see, to that effect, judgments of 16 May 2017, Berlioz Investment Fund, C‑682/15, EU:C:2017:373, paragraph 50, and of 16 October 2019, Glencore Agriculture Hungary, C‑189/18, EU:C:2019:861, paragraph 59).
38 In the present case, the appellant in the main proceedings brought judicial review proceedings against the guarantee call decision taken on the basis of the guarantee call mechanism at issue which, as stated in paragraph 31 above, constitutes an implementation of EU law within the meaning of Article 51(1) of the Charter. It follows that, in such circumstances, the requirements stemming from Article 47 of the Charter are applicable.
39 Furthermore, it should be pointed out that the first question submitted by the referring court does not concern the question whether the guarantee call procedure against the appellant in the main proceedings is subject to the requirements stemming from the right to an effective remedy as enshrined in Article 47 of the Charter, but it concerns the question whether those requirements are applicable in the context of judicial review proceedings brought by the appellant in the main proceedings against a guarantee call decision.
40 In the light of the foregoing considerations, the answer to the first question is that Article 47 and the first sentence of Article 51(1) of the Charter must be interpreted as meaning that the requirements stemming from the right to an effective remedy as enshrined in Article 47 are applicable in the context of judicial review proceedings brought by a company director, who is subject to a guarantee call, against a guarantee call decision taken pursuant to national legislation which provides that that director is jointly and severally liable for payment of the VAT owed by that company in accordance with the provisions of Directive 2006/112 if he or she fails to discharge his or her director’s legal obligations in relation to VAT.
The second and third questions
41 By its second and third questions, which it is appropriate to examine together, the referring court asks, in essence, whether Article 47 of the Charter must be interpreted as precluding national legislation which does not allow a company director, who is subject to a guarantee call for the payment of VAT liability not paid by that company which is subject to that tax, to challenge, incidentally, in the context of his appeal against the guarantee call decision, the tax assessment previously notified to that company and which has become final. If that question is answered in the affirmative, that court also wonders which arguments such a person could rely on, in support of his or her appeal, in the context of challenging, incidentally, that tax assessment, in particular as concerns the assessment and amount of VAT unpaid for which that person is held liable and any infringements of that person’s fundamental rights committed in the course of the taxation procedure.
42 In that regard, it should be recalled that, pursuant to the right to an effective remedy enshrined in Article 47 of the Charter, the person who holds that right must be able to access a court or tribunal with the power to ensure respect for the rights guaranteed to that person by EU law and, to that end, to consider all the issues of fact and of law that are relevant for resolving the case before it (see, to that effect, judgments of 6 October 2020, État luxembourgeois (Right to bring an action against a request for information in tax matters), C‑245/19 and C‑246/19, EU:C:2020:795, paragraph 66 and the case-law cited, and of 18 December 2025, SACD and Others, C‑182/24, EU:C:2025:979, paragraph 73).
43 It must also be recalled that respect for the rights of the defence guaranteed in Article 47 of the Charter means that an applicant must be able not only to ascertain the reasons upon which the decision taken in relation to him or her is based, but also to have access to all the material in the file on which the authority has based that decision, in order to be able effectively to comment on that material (judgment of 25 April 2024, NW and PQ (Classified information), C‑420/22 and C‑528/22, EU:C:2024:344, paragraph 92 and the case-law cited).
44 In the present case, as concerns the guarantee call mechanism at issue, it is apparent from the documents before the Court that for holding the person who is subject to the guarantee call liable in tax matters, there must be a fault committed by that person, damage, and a causal link between that fault and that damage. That liability covers the damage consisting in the amount of unpaid VAT liability, as established in the tax assessment notified to the taxable company and which has, in the meantime, become final. However, the applicable national legislation does not provide for a personal action against that tax assessment for the person who is subject to a guarantee call and the finality of that tax assessment prevents that person from challenging, as an incidental question, in the context of his or her action against the guarantee call decision, in particular, the VAT assessment and the amount of the taxable company’s tax liability for which that person is held jointly and severally liable.
45 In that respect and having regard to the administrative nature of the guarantee call decision, it should be pointed out, furthermore, that respect for the rights of the defence must be ensured not only in the course of any judicial proceedings pursuant to Article 47 of the Charter but also in the course of the administrative procedure having led to the adoption of that decision, on the basis of a general principle of EU law. That principle applies as soon as authorities are minded to adopt a measure, against a person, which will adversely affect that person. In accordance with the right to be heard, which forms an integral part of the rights of the defence, the addressee of a decision which significantly affects his or her interests must be placed in a position in which they can in a useful and effective way make known their views as regards the information on which the authorities intend to base their decision. The authorities of the Member States are subject to that obligation when they take measures which come within the scope of EU law, even though the EU law applicable does not expressly provide for such a procedural requirement (see, to that effect, judgments of 16 October 2019, Glencore Agriculture Hungary, C‑189/18, EU:C:2019:861, paragraph 39 and the case-law cited; of 27 February 2025, Adjak, C‑277/24, EU:C:2025:130, paragraph 51; and of 6 March 2025, Obshtina Veliko Tarnovo and Obshtina Belovo, C‑471/23 and C‑477/23, EU:C:2025:155, paragraph 74 and the case-law cited).
46 The purpose of the rule that the addressee of an adverse decision must be placed in a position to submit his or her observations before that decision is taken is to enable the competent authority effectively to take into account all relevant information. In order to ensure that the person concerned is in fact protected, the purpose of that rule is, inter alia, to enable that person to correct an error or submit the information relating to his or her personal circumstances as will argue in favour of the approach adopted in the decision, of the adoption or non-adoption of the decision, or in favour of its having a specific content (see, to that effect, judgments of 16 October 2019, Glencore Agriculture Hungary, C‑189/18, EU:C:2019:861, paragraph 41 and the case-law cited; of 4 June 2020, C.F. (Tax inspection), C‑430/19, EU:C:2020:429, paragraph 30; and of 13 June 2024, C (Court-appointed administrators and liquidators), C‑696/22, EU:C:2024:499, paragraph 108 and the case-law cited).
47 However, the principle of respect for the rights of the defence is not an unfettered prerogative but may be restricted, provided that the restrictions in fact correspond to one or more objectives of public interest pursued by the measure in question and do not constitute, in the light of the objectives pursued, a disproportionate interference (see, to that effect, judgments of 16 October 2019, Glencore Agriculture Hungary, C‑189/18, EU:C:2019:861, paragraph 43 and the case-law cited, and of 27 February 2025, Adjak, C‑277/24, EU:C:2025:130, paragraph 53).
48 Accordingly, the Court has already held that, as a general rule, respect for the rights of the defence does not preclude that, in the context of tax proceedings against a taxable person, tax authorities are bound by the findings of fact and the legal classifications which they have made in the context of a related administrative procedure initiated against a third person, to which the taxable person was not a party (see, to that effect, judgment of 16 October 2019, Glencore Agriculture Hungary, C‑189/18, EU:C:2019:861, paragraph 46).
49 For the purpose of the respect for the rights of the defence in the context of related administrative procedures, account must also be taken of legal certainty, which is a general principle of EU law. Since the finality of an administrative decision contributes to legal certainty EU law does not require, in principle, that administrative bodies be placed under an obligation to reopen an administrative decision which has become final in that way (see, to that effect, judgment of 27 February 2025, Adjak, C‑277/24, EU:C:2025:130, paragraph 55).
50 However, that is not the case where the person concerned is, de facto, fully deprived of the right to call into question, in a useful and effective way, those findings of fact and those legal classifications in the course of the procedure to which he or she is subject. Such a deprivation would adversely affect the very essence of that person’s rights of the defence (see, to that effect, judgments of 16 October 2019, Glencore Agriculture Hungary, C‑189/18, EU:C:2019:861, paragraphs 47 and 49, and of 27 February 2025, Adjak, C‑277/24, EU:C:2025:130, paragraph 56).
51 It follows that national legislation such as the one establishing the guarantee call mechanism at issue is liable to adversely affect the very essence of the rights of the defence of the person who is subject to a guarantee call where that person is fully deprived of the right to call into question, in a useful and effective way, the findings of fact and the legal classifications contained in the tax assessment which has become final. In fact, the tax assessment issued in the context of a related administrative procedure constitutes, for the purpose of the guarantee call procedure, evidence intended to establish the conditions for establishing joint and several liability which the person subject to a guarantee call must be able to challenge for that purpose.
52 In that regard, the Court has already held that respect for the rights of the defence in the context of a guarantee call procedure does not require that the person subject to a guarantee call be included, in a personal capacity, in the taxation procedure brought against the legal person for which he or she is jointly and severally liable regarding the tax liability (see, to that effect, judgment of 27 February 2025, Adjak, C‑277/24, EU:C:2025:130, paragraphs 61, 62 and 64).
53 Similarly, the right to an effective remedy, enshrined in Article 47 of the Charter, does not necessarily require that the holder of that right must have a direct legal remedy the primary object of which is to call into question a given measure, but only that the person concerned is recognised as having the right to challenge before the courts an act adversely affecting him or her which is such as to violate the rights and freedoms guaranteed by EU law, provided, however, that one or more legal remedies also exist, enabling that right holder to achieve, incidentally, judicial review of that measure ensuring respect for those rights and freedoms (see, to that effect, judgment of 8 April 2025, European Public Prosecutor’s Office (Judicial review of procedural acts), C‑292/23, EU:C:2025:255, paragraph 79 and the case-law cited). The court or tribunal hearing a dispute must ensure that such legal remedies provided for by national law allow the effective judicial protection of the rights conferred on the person concerned by EU law (see, to that effect, judgment of 14 September 2017, The Trustees of the BT Pension Scheme, C‑628/15, EU:C:2017:687, paragraph 60).
54 The effectiveness of the judicial review guaranteed in Article 47 of the Charter requires that the court or tribunal reviewing the lawfulness of an administrative decision taken in the context of a procedure which constitutes an implementation of EU law can, among others, ascertain the lawfulness, in particular in the light of the Charter and the general principles of EU law, of the manner in which the evidence in the course of related administrative procedures initiated against third parties was gathered and how it was used, provided that that evidence is useful for the defence of the person concerned (see, to that effect, judgment of 16 October 2019, Glencore Agriculture Hungary, C‑189/18, EU:C:2019:861, paragraphs 57 and 63).
55 As the Advocate General has observed, in essence, in point 73 of her Opinion, the requirements stemming from Article 47 of the Charter dictate that the court or tribunal hearing a dispute concerning the lawfulness of a guarantee call decision taken on the basis of national legislation such as the guarantee call mechanism at issue must be able to ascertain, in the context of an incidental review, all of the findings of fact and legal classifications on which that decision is based, provided that those findings and classifications are decisive for the outcome of the proceedings. This is particularly true in the present case for the findings of fact and legal classifications contained in the tax assessment, including the findings relating to the VAT assessment bases and the unpaid amount for which the director is held liable, on which the competent authority intends to rely for holding that director jointly and severally liable.
56 Contrary to what is maintained by the Luxembourg Government, the ability for the person subject to a guarantee call to challenge, incidentally, the tax assessment in reliance on Article 47 of the Charter cannot depend on whether, having regard to the scope of his or her mandate, the company director was in a position, in the course of the taxation procedure against the taxable company or, after adoption of the tax assessment, to challenge in a useful way, within the prescribed time limit for bringing proceedings, the lawfulness of that assessment in the name of that company.
57 Indeed, the rights of the defence are of a subjective nature, such that it is the concerned parties themselves that must be able effectively to exercise those rights, irrespective of the nature of the proceedings to which they are subject. As the Advocate General has observed, in essence, in points 76, 77 and 79 of her Opinion, a person who is subject to a guarantee call must be able to challenge, in a personal capacity, as a person who is subject to a guarantee call, in the context of judicial review proceedings against the guarantee call decision, the findings of fact and legal classifications contained in the tax assessment on which the competent authority relied in order to establish his or her joint and several liability. In such a case, it indeed cannot be ruled out that the legal person and the natural person who has the power to bind or represent it have different interests (see, to that effect, judgment of 9 September 2021, Adler Real Estate and Others, C‑546/18, EU:C:2021:711, paragraphs 58 to 60, and, by analogy, judgment of 10 November 2022, DELTA STROY 2003, C‑203/21, EU:C:2022:865, paragraph 63).
58 That is, in particular, true given that, as submitted by the European Commission in its written observations and at the hearing, the ability, in practice, for the director who is ultimately subject to a guarantee call for VAT liability not paid by the taxable company, to challenge the tax assessment notified to that company may depend on numerous legal and factual circumstances relating to, inter alia, the diversity of corporate forms and the decision-making processes related to them in the different Member States. In a number of situations, it could thus be impossible to ascertain whether, as concerns a given tax assessment, the director of the taxable company against whom that assessment was issued had, alone, the genuine option to effectively challenge the lawfulness of that assessment in the name of that company.
59 In addition, as concerns the Luxembourg Government’s line of argument according to which the recognition, in favour of the person subject to a guarantee call, of the ability to challenge, incidentally, the tax assessment would be tantamount to disregarding the finality of that tax assessment and to granting that person a second opportunity for an objection, it must be observed, first of all, that the recognition of that ability does not have any impact on the binding effect of the tax assessment vis-à-vis the company to whom that assessment was issued. Next, the mere fact that a system of joint and several liability, such as the guarantee call mechanism at issue, is liable to contribute, as the case may be in a particularly effective manner, to the collection of unpaid VAT liability cannot mean to fully deprive the person subject to a guarantee call of effectively exercising his or her rights of the defence.
60 Last, as follows from paragraph 55 above, the right, for the company director, who is subject to a guarantee call, to challenge, as an incidental question, the findings of fact and legal classifications contained in the tax assessment, is limited to the necessary arguments allowing the director concerned to effectively challenge his or her joint and several liability.
61 In any event, respect for the rights of the defence guaranteed in Article 47 of the Charter requires that a person subject to a guarantee call may rely, incidentally, in the context of judicial review proceedings against the guarantee call decision, on any infringements of his or her fundamental rights committed in the course of the taxation procedure conducted against the taxable company.
62 As concerns, furthermore, the argument of the Luxembourg Government according to which the rights of the defence of the person subject to a guarantee call must be restricted in order to ensure the protection of confidentiality, professional secrecy by which the tax authorities are bound, and trade secrets, it must be recalled that, in the context of judicial review proceedings, respect for the rights of the defence guaranteed in Article 47 of the Charter requires that the applicant must be able not only to ascertain the reasons upon which the decision taken in relation to him or her is based, but also to have access to all the material in the file on which the authority has based that decision, in order to be able to effectively comment on that material (see, to that effect, judgment of 12 March 2026, Deldwyn, C‑477/24, EU:C:2026:182, paragraph 60 and the case-law cited).
63 However, fundamental rights do not constitute unfettered prerogatives and may be restricted, provided that the restrictions in fact correspond to objectives of general interest pursued by the measure in question and that they do not involve, in the light of the objectives pursued, a disproportionate and intolerable interference which impairs the very substance of the rights guaranteed. Those restrictions may, in particular, be designed to protect requirements of confidentiality or professional secrecy (see, to that effect, judgment of 12 March 2026, Deldwyn, C‑477/24, EU:C:2026:182, paragraphs 65 and 66 and the case-law cited).
64 In the event of a conflict of, on the one hand, the interest of the person who is the subject of a measure adversely affecting him or her in having access to the information necessary for him or her to be in a position to exercise fully his or her rights of defence and, on the other hand, the interests in connection with maintaining confidentiality or professional secrecy, it is for the competent courts to seek to strike a balance between these opposing interests in the light of the circumstances of each case (see, to that effect, judgments of 13 September 2018, UBS Europe and Others, C‑358/16, EU:C:2018:715, paragraph 69 and the case-law cited, and of 12 March 2026, Deldwyn, C‑477/24, EU:C:2026:182, paragraph 67).
65 In the present case, when weighing up the competing interests at stake, it is for the referring court to take into consideration, inter alia, the fact that the information contained in the tax assessment notified to the taxable company and whose merits the person subject to a guarantee call seeks to challenge concerns legal and factual circumstances which the latter was in a position to know due to the role he or she fulfilled within that company during the tax period concerned.
66 In the light of the foregoing considerations, the answer to the second and third questions is that Article 47 of the Charter must be interpreted as precluding national legislation which does not allow a person subject to a guarantee call for the payment of VAT liability not paid by a company subject to that tax to challenge, as an incidental question, in the context of his or her appeal against that guarantee call decision, the tax assessment previously notified to that company and which has become final. Under that provision, such a person must be able, in support of his or her appeal, to challenge the findings of fact and legal classifications on which the competent authority relied in order to establish his or her joint and several liability, including the findings and classifications in relation to the VAT assessment and the unpaid amount for which that person is held liable, provided that those findings and classifications are useful for his or her defence, and including any infringements of that person’s fundamental rights committed in the course of the taxation procedure.
Costs
67 Since these proceedings are, for the parties to the main proceedings, a step in the action pending before the referring court, the decision on costs is a matter for that court. Costs incurred in submitting observations to the Court, other than the costs of those parties, are not recoverable.
On those grounds, the Court (First Chamber) hereby rules:
1. Article 47 and the first sentence of Article 51(1) of the Charter of Fundamental Rights of the European Union (‘the Charter’)
must be interpreted as meaning that the requirements stemming from the right to an effective remedy, as enshrined in Article 47, are applicable in the context of judicial review proceedings brought by a company director, who is subject to a guarantee call, against a guarantee call decision taken pursuant to national legislation which provides that that director is jointly and severally liable for payment of the value added tax (VAT) owed by that company in accordance with the provisions of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax if he or she fails to discharge his or her director’s legal obligations in relation to VAT.
2. Article 47 of the Charter
must be interpreted as precluding national legislation which does not allow a person subject to a guarantee call for the payment of VAT liability not paid by a company subject to that tax to challenge, as an incidental question, in the context of his or her appeal against that guarantee call decision, the tax assessment previously notified to that company and which has become final. Under that provision, such a person must be able, in support of his or her appeal, to challenge the findings of fact and legal classifications on which the competent authority relied in order to establish his or her joint and several liability, including the findings and classifications in relation to the VAT assessment and the unpaid amount for which that person is held liable, provided that those findings and classifications are useful for his or her defence, and including any infringements of that person’s fundamental rights committed in the course of the taxation procedure.
[Signatures]