The claimant was a Latvian company whose business consisted in the purchase and sale of real estate as well as leasing and managing its properties. The defendant Latvian tax authority conducted a money laundering inspection into the claimant and reported that the claimant had let premises situated in its own buildings to legal entities who, with its consent, had registered their registered offices in those premises. The authority took the view that, by its conduct, the claimant had carried out the activity of a “provider of services” for the establishment and operation of legal entities under Latvian law, which transposed and corresponded to article 3(7)(c) of Parliament and Council Directive 2015/849/EU that defined a “company service provider” as any person or entity who provided, as part of its business, a registered office, business address, correspondence or administrative address or other related services for a third party company or other legal entity. The authority imposed a fine on the claimant on the basis that it had failed to declare that activity and consequently to comply with the resulting obligations under national law. The claimant brought an action in the Latvian court for the annulment of the authority’s decision on the basis that it was not obliged to comply with the national requirements since it merely provided letting and management services. In those circumstances the Latvian court stayed the proceedings and referred to the Court of Justice of the European Union for a preliminary ruling the question whether the owner and lessor of premises, which, with the its consent, was registered by the lessee as its registered office and in which it conducted its business, fell within the scope of a “company service provider” within the meaning of article 3(7) of Directive 2015/849.
On the reference—
Held, the concept of a “registered office” usually referred to the seat of a legal entity and, as a general rule, required such a seat to be fixed which, in turn, required a precise address for the office as a point of contact for professional and administrative purposes. The service of providing a “registered office … and other related services for a company”, within article 3(7)(c) of Directive 2015/849 therefore involved making available such a point of contact, which was distinct from a service consisting of the mere letting of property. The use of the conjunction “and” in article 3(7)(c), which referred to the provision of “other related services”, confirmed that simply making property available, even where it was used as a registered office, was not sufficient to classify the lessor of that property as a “company service provider” within the meaning of that article. Furthermore, the mere fact that the claimant in the present case had agreed that the lessee could register its registered office in the property could not be regarded as a “related service”. Accordingly, a owner and lessor of premises which had consented to the lessee registering its registered office at that premises and carrying out business transactions therein, was not, by that fact alone, a “company service provider” within the meaning of article 3(7)(c) of Directive 2015/849 (judgment, paras 37–39, 41, 42, 51, operative part, para 1).
S Bokta-Strautmane for the property owner and lessor.
I Jaunzeme, general director, for the Latvian authority.
G Goddin, I Rubene and G von Rintelen, agents, for the European Commission.