VAT Concepts Explained: Commissionaire Structures under Article 14(2)(c) – One Sale, Two Supplies

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Article 14(2)(c) EU VAT Directive: The Commissionaire Fiction for Goods – Scope, Rationale, Case Law and National Implementation

Summary

Article 14(2)(c) of Directive 2006/112/EC treats the transfer of goods under a contract where commission is payable on a purchase or sale as a supply of goods. An intermediary acting in its own name but on behalf of a principal (the commissionaire) is therefore deemed to buy and resell the goods, even though it never becomes the legal or economic owner. The result is two successive supplies of the same goods, each with its own place of supply, taxable amount, invoicing and deduction consequences.

The provision protects neutrality. It ensures that undisclosed agency structures are taxed in the same way as buy-sell distribution and avoids breaks in the VAT chain. The Court of Justice has only recently given it real content. In C-60/23 (Digital Charging Solutions) – EV charging as a commission contract, it confirmed that the fiction applies where an intermediary acts on behalf of a principal and the goods acquired and supplied are identical. C-235/18 (Vega International) – Fuel cards shows the consequence when the fiction is not invoked: a financing service instead of a supply of goods.

All Member States have transposed the rule, typically by building on civil law commission contracts (commission, Kommissionsgeschäft, commissie, komis). Differences in national practice concern which formal indicators are required, how the commissionaire’s remuneration is evidenced, and how invoicing between principal and commissionaire is organised. For businesses running principal or commissionaire models, ViDA’s e-invoicing and digital reporting requirements will make both deemed supplies visible to tax authorities in near real time. Data consistency between the two legs will therefore become a compliance priority.

1. Legal text and scope

Article 14(1) of the VAT Directive defines a supply of goods as the transfer of the right to dispose of tangible property as owner. Article 14(2) then lists three transactions that are treated as supplies of goods in addition to that main rule. Point (c) covers the transfer of goods pursuant to a contract under which commission is payable on purchase or sale.

The provision creates a legal fiction. Under a sales commission, the principal is deemed to supply the goods to the commissionaire, and the commissionaire is deemed to supply the same goods to the final customer. Under a purchase commission, the flow is reversed: the third-party seller supplies to the commissionaire, which is then deemed to supply the goods to its principal. In both cases there are two taxable supplies, even though civil law may see only one sale and an agency service.

The rule is not new. It reproduces Article 5(4)(c) of the Sixth Council Directive 77/388/EEC and was carried over unchanged in the 2006 recast. Its counterpart for services is Article 28 of the VAT Directive (formerly Article 6(4) of the Sixth Directive). Under Article 28, a taxable person acting in its own name but on behalf of another who takes part in a supply of services is deemed to have received and supplied those services itself.

2. When does Article 14(2)(c) apply?

The case law and VAT Committee practice suggest three cumulative conditions. Recent doctrine, such as the 2026 Intertax analysis of the commissionaire fictions, frames them as: (1) an agency relationship; (2) the agent acts in its own name but on behalf of the principal; and (3) identity between the goods received and the goods supplied (Intertax, The VAT Commissionaire Fictions in the CJEU’s Case Law).

Undisclosed versus disclosed agency. The decisive distinction is between the commissionaire (undisclosed agent), who contracts with third parties in its own name, and the disclosed agent, who acts in the name and on behalf of the principal. A disclosed agent creates a direct legal relationship between the principal and the customer. That agent supplies only an intermediary service, taxed under Article 46 or Article 44 as applicable. The commissionaire falls within Article 14(2)(c) and is treated as a buyer-reseller for VAT purposes.

Sales and purchase commission. A typical sales commission structure is a manufacturer (principal) that sells through a local entity contracting with customers in its own name. A typical purchase commission structure is a sourcing entity that buys raw materials in its own name for a group principal. Fuel and EV charging card schemes are a well-known recent example, where card issuers procure fuel or electricity on behalf of cardholders.

No transfer of ownership required. The fiction applies regardless of whether the commissionaire acquires legal title or the right to dispose of the goods as owner. This is exactly what sets it apart from Article 14(1). The VAT Committee nevertheless considers a transfer of formal legal title to the intermediary to be a relevant indicator in the fuel card context (VAT Committee guidelines, document B-1068, 6 September 2023). Those guidelines are not binding.

3. Why the provision is needed

Without Article 14(2)(c), a commissionaire that never owns the goods would supply only a commission service. Because the commissionaire invoices the customer in its own name, that would cause practical and legal problems. The customer would receive an invoice from a party that, for VAT purposes, made no supply of goods. Input VAT deduction would be disputed, place of supply and exemption rules (for example for intra-Community supplies or exports) would be difficult to apply, and the chain of deductions would break.

The fiction aligns VAT with the commercial appearance of the transaction: the customer sees the commissionaire as its supplier and the VAT system follows suit. It also secures equal treatment between commissionaire and buy-sell distribution models, which is consistent with the principle of fiscal neutrality. It complements the economic concept of supply in Article 14(1), established in C-320/88 (Shipping and Forwarding Enterprise Safe) – Concept of supply of goods. Where the economic test would see no supply to the intermediary, Article 14(2)(c) ensures one is nevertheless recognised.

4. Importance in practice

Place of supply and cross-border flows. Each deemed supply is assessed on its own. The principal’s supply to a commissionaire in another Member State may be an intra-Community supply under Article 138, with an intra-Community acquisition by the commissionaire. Where goods move once but pass through two deemed supplies, the chain transaction rules of Article 36a determine which supply is the moving supply. That affects the zero rating and the registration obligations of the principal.

Registration. A non-established principal may need a VAT registration in the commissionaire’s country if the transport is allocated to the domestic leg, or if stock is held locally before the deemed supply. Commissionaire models are therefore often combined with consignment stock or call-off stock arrangements (Article 17a).

Invoicing. The commissionaire invoices the customer in its own name. The principal must account for its deemed supply to the commissionaire under Articles 220 and following, often through self-billing by the commissionaire (Article 224), which requires prior agreement and an acceptance procedure.

Deduction. Because the commissionaire is deemed to purchase the goods, it has a right of deduction on the principal’s invoice and on its own costs. This is something it would not have, or would have only partially, as a pure agent of exempt or out-of-scope supplies.

Business models. In multinational principal structures, the conversion of buy-sell distributors (LRDs) into commissionaires is common. The commissionaire keeps the customer-facing VAT role while risks and profits sit with the principal. Article 14(2)(c) ensures that this transfer-pricing-driven change does not alter the customer-facing VAT treatment. However, the VAT position of the principal–commissionaire leg changes materially.

5. What is understood by “commission”?

The Directive does not define commission, so the notion is an autonomous EU law concept and is not tied to national civil law. The Court has focused on whether the intermediary acts on behalf of the principal and whether the supplies are identical, rather than on the form of remuneration (C-60/23 (Digital Charging Solutions)). In that case the Court accepted a commission contract even though the end users chose the quantity, time and place of charging and the way they used the electricity.

Taxable amount. Under the fiction, the commission is not taxed as a separate service. It is embedded in the price difference between the two deemed supplies. Under Article 73, the commissionaire’s supply to the customer is taxed on the full consideration received from the customer. The principal’s deemed supply to the commissionaire is taxed on that consideration less the commission retained (sales commission). Under a purchase commission, it is taxed on the purchase price plus the commission charged to the principal. Where the commission is invoiced separately as a service, there is a risk of double taxation or of mismatched taxable amounts. National practice differs here, and the contracts and invoices should reflect the fiction consistently.

Remuneration models. Fixed fees, percentage commissions, cost-plus and margin-based remuneration can all, in principle, qualify. The key question is whether the remuneration reflects an agency relationship rather than an independent buy-sell margin with full risk. Whether the payment must strictly be called commission, or whether any remuneration for acting on behalf of the principal suffices, is not settled by the Court. Doctrine notes that certain textual elements of Article 14(2)(c) remain unexplored (Intertax 2026).

Transfer pricing. Year-end transfer pricing adjustments under a cost-plus or residual-profit model affect the commissionaire’s remuneration and therefore, under the fiction, the taxable amount of the principal’s deemed supply. Whether and how such adjustments must be reflected for VAT (Article 90 and following) depends on whether they are directly linked to individual supplies. Member States diverge on this point, and it needs a documented position.

6. ECJ case law

Direct case law on Article 14(2)(c) for goods is limited. Most guidance comes from fuel and charging card cases and from the parallel Article 28 case law for services, which the Court interprets in a consistent way. Hyperlinks lead to the judgments on EUR-Lex.

C-320/88 (Shipping and Forwarding Enterprise Safe) – Concept of supply of goods. 8 February 1990. The Court held that a supply of goods covers any transfer of tangible property by one party that empowers the other to dispose of it as if it were the owner, irrespective of transfer of legal title under national law. Relevance: this economic test underlies Article 14(1). Article 14(2)(c) operates precisely where that test is not met.

C-185/01 (Auto Lease Holland) – Fuel under a fuel management agreement. 6 February 2003. A lessor arranged fuel cards for lessees. The Court held that the fuel was supplied directly to the lessees, who could dispose of it as owners, and not to the lessor. Relevance: the starting point for the fuel card debate. Article 14(2)(c) was not examined.

C-235/18 (Vega International) – Fuel cards as financing service. 15 May 2019. A parent company passed on fuel card costs to subsidiaries with a surcharge. The Court found no supply of fuel by the parent but a financing service, exempt under Article 135(1)(b). Relevance: the Court did not consider Article 14(2)(c). This led to VAT Committee guidelines (2023) setting criteria under which fuel card schemes fall within the commissionaire fiction (VAT Committee WP 1067).

C-60/23 (Digital Charging Solutions) – EV charging under a commission contract. 17 October 2024. A provider gave users access to a network of third-party charging points. The Court held that charging is a supply of goods and that the provider acts under a commission contract within Article 14(2)(c). The provider acts in its own name on behalf of the users, and the goods acquired and supplied are identical (analysis). Relevance: the leading judgment on the conditions of Article 14(2)(c).

C-464/10 (Henfling and Others) – Commissionaire fiction for services. 14 July 2011. Belgian betting shop operators accepted bets in their own name on behalf of a betting company. The Court held that they were deemed to receive and supply the betting services themselves under Article 6(4) of the Sixth Directive (now Article 28). As a result, the exemption for betting also applied to them. Relevance: the deemed supplies share the same character and VAT treatment as the underlying supply.

C-274/15 (Commission v Luxembourg) – Independent groups and Article 28. 4 May 2017. Concerning the cost-sharing exemption, the Court indicated that where a group member acquires services in its own name on behalf of the group, the onward attribution to the group falls within VAT under the commissionaire fiction. Relevance: confirms the reach of the fiction beyond classic commission contracts.

C-501/19 (UCMR – ADA) – Collective management organisations. 21 January 2021. A copyright collecting society that collected fees in its own name on behalf of authors was held to act as a commissionaire under Article 28. The authors supply to the society, and the society supplies to the users. Relevance: the Court focuses on acting in one’s own name on behalf of another rather than on the civil law label.

C-695/20 (Fenix International) – Platforms as deemed suppliers. 28 February 2023. The Court upheld the validity of Article 9a of Implementing Regulation 282/2011, which presumes that electronic platforms act in their own name. Relevance: shows how far the Article 28 fiction can extend to platforms, and the link to the ViDA deemed-supplier rules.

Academic commentary notes that the Court treated the identity of supplies as a legal consequence in earlier cases but as a prerequisite in recent ones, and that formal indicators give way to economic powers (Intertax 2026; Ek, Uppsala).

7. National implementation

All Member States have transposed Article 14(2)(c), usually by building on the civil law commission contract. The overview below covers the main jurisdictions. Article references marked “to verify” should be checked against current consolidated legislation before publication.

Belgium. Article 13, §2 of the VAT Code (goods) and Article 20 (services) apply the commissionaire fiction (to verify). Belgian practice treats the commissionnaire/commissionair as a buyer-reseller, which is relevant for principal structures and consignment set-ups. From 1 January 2026, both legs fall within the domestic structured e-invoicing mandate where they are domestic B2B supplies.

Netherlands. Article 3(3) of the Wet OB 1968 (to verify) contains the fiction for the commissionair. In practice, attention focuses on contractual evidence that the agent acts in its own name.

Germany. § 3(3) UStG treats the Kommissionsgeschäft as a delivery between Kommittent and Kommissionär. Administrative guidance aligns the timing of the deemed supply with the onward delivery (to verify).

Italy. Article 2(2), no. 3 of DPR 633/1972 (to verify) treats transfers between committente and commissionario as supplies. Both legs pass through the SdI e-invoicing system.

Spain. Article 8.Dos.6º of Ley 37/1992 covers the comisionista acting in its own name, for both sales and purchase commission. The taxable amount of the deemed supply between principal and comisionista is adjusted for the commission (Article 79 – to verify).

Poland. Article 7(1)(3)–(4) of the VAT Act (to verify) covers the supply between komitent and komisant and the onward supply. Both legs are subject to KSeF e-invoicing.

Luxembourg, Ireland and Czechia. All follow the Directive wording (commissionnaire, undisclosed agent, komisionář). The precise national provisions should be verified before publication.

8. France: analysis of BOI-TVA-CHAMP-10-10-40-40-20210813

France has one of the most developed administrative frameworks on intermediaries. It is set out in BOI-TVA-CHAMP-10-10-40-40-20210813 (Opérations des intermédiaires), published on 13 August 2021 as part of the update for the e-commerce VAT package. It comments on 1° of V of Article 256 CGI (goods) and III of Article 256 bis CGI (intra-Community acquisitions).

Two categories of intermediary. The BOFiP distinguishes intermediaries acting in the name and on behalf of another (“transparent”) from those acting on behalf of another but in their own name (“opaque”). Transparent intermediaries fall outside the special rules and are treated as service providers. Opaque intermediaries are treated as buyer-resellers. The French “opaque” intermediary is therefore the national expression of Article 14(2)(c) for goods and Article 28 for services.

Defining features of an intermediary. According to the BOFiP, intermediary activity has two features. Legally, it requires a mandate that sets out how the intermediary is remunerated and an obligation to render account (reddition de comptes). The intermediary acts on behalf of another, not on its own initiative. Economically, the intermediary does not supply the goods or services with its own operating resources. Intermediaries therefore never own the goods they buy or sell. This matters in practice: the French administration ties the commissionnaire concept to a mandate with an agreed remuneration and an accounting to the principal. Those two documents are the first things an auditor will request.

Civil law status is not decisive. The BOFiP states that the various commercial law statuses (courtier, commissionnaire, agent commercial) do not, as such, determine the VAT treatment. The VAT treatment is assessed on the objective contractual and factual conditions under which the transactions are carried out. This matches the Court’s autonomous, substance-based approach in C-60/23. A contract labelled “commission” therefore does not secure buyer-reseller treatment if, in practice, the agent contracts in the principal’s name, and the reverse also holds.

Consequences of opaque treatment. As a buyer-reseller, the opaque commissionnaire is deemed to acquire the goods from the commettant and resell them to the customer. Both transactions follow the ordinary rules on place of supply, chargeability, rate and exemptions. The commission is not taxed as a separate service; it is reflected in the difference between the two taxable amounts. Separately invoicing the commission with VAT in addition to the deemed supplies is therefore inconsistent with the opaque regime and creates a double taxation risk. (This reading of section II-B of the BOI is consistent with its structure but should be confirmed against the full text.)

Links to other BOFiP chapters. The BOI refers to BOI-TVA-CHAMP-10-10-40-20 (§ 326–329) for consignment sales by a commissionnaire acting in its own name. That is the intra-Community dimension: transfers of the commettant’s stock to France ahead of the commissionnaire’s sale. Supplies facilitated by electronic interfaces (2° of V of Article 256 CGI, the French Article 14a) are dealt with separately in BOI-TVA-DECLA-10-30. The interface regime is described as an analogous buyer-reseller mechanism that remains legally distinct (BOI-TVA-CHAMP-10-10-40-60).

Practical takeaways for France. First, document the mandate, the remuneration mechanism and the periodic account rendering; under the BOFiP these are the defining criteria. Second, make sure customer-facing documents (contracts, order confirmations, invoices) show that the commissionnaire acts in its own name. Third, under the French e-invoicing and e-reporting reform, the commettant–commissionnaire leg is a domestic B2B supply that must be e-invoiced through a platform where both parties are established in France. The customer leg is e-invoiced or e-reported depending on the customer’s status. The fixed-fee allocation issue discussed in section 11 therefore already arises in France before ViDA.

9. Interaction with other rules

Article 28 (services). The parallel fiction for services follows the same logic. Mixed arrangements, such as goods with installation, need consistent treatment of both elements. Article 14a (deemed supplier for electronic interfaces). Article 14a is a distinct statutory fiction that applies regardless of whether a commission contract exists. Where a platform qualifies under Article 14a, that rule takes precedence in practice. Articles 17 and 17a. Moving the principal’s stock to the commissionaire’s country is a transfer of own goods under Article 17 unless call-off stock simplification applies. Under Article 17a, the deemed supply to the commissionaire can be shifted to the moment the goods are called off. Customs. The importer of record and the party entitled to deduct import VAT should match the VAT analysis. A mismatch between the customs declarant and the deemed purchaser is a frequent audit finding.

10. ViDA impact

Under the VAT in the Digital Age package (Directive (EU) 2025/516), intra-EU B2B transactions will be subject to mandatory e-invoicing and digital reporting from 1 July 2030. Both deemed supplies under Article 14(2)(c) will have to be documented by structured e-invoices and reported. Tax authorities will be able to match the principal’s supply data against the commissionaire’s acquisition and resale data. Any inconsistency in quantities, values or timing between the two legs will become visible immediately. The extended deemed-supplier rules for platforms and the single VAT registration measures (including the extended OSS and the expanded reverse charge for non-established suppliers) may reduce registration needs in some commissionaire set-ups. Their interaction with the Article 14(2)(c) fiction should nevertheless be assessed model by model.

11. ViDA analysis: fixed commission fees and transactional reporting

The issue. Under the fiction, the commission is not a separate service; it determines the taxable amount of the principal’s deemed supply to the commissionaire (sales commission) or of the commissionaire’s deemed supply to the principal (purchase commission). Where the commission is a percentage of each sale, the taxable amount can be calculated line by line at the time of supply: sale price minus the agreed percentage. Many group structures, however, remunerate the commissionaire with a fixed fee, a cost-plus fee or a year-end transfer pricing true-up. In those cases, the commission per product is unknown when the goods are sold. Under ViDA, every intra-Community B2B supply must be documented by a structured e-invoice issued within ten days of the chargeable event, and the invoice data must be reported transaction by transaction. A fixed fee that sits only in the general ledger is no longer enough.

Does each product need a commission amount? Not as such. Neither the Directive nor ViDA requires the commission to be shown as a separate data element. What must be reported is the taxable amount of each deemed supply, per invoice line, with the correct rate or exemption and quantity. The commission matters only indirectly, because it is the difference between the price to the customer and the price on the principal–commissionaire leg. The real question is therefore how to set a line-level taxable amount for the internal leg when the commission is fixed per period.

Option 1 – Provisional per-unit pricing with periodic correction. The principal (or the commissionaire by self-billing) invoices each deemed supply at the customer price less a provisional commission rate. That rate is derived from the budgeted fixed fee divided by budgeted sales, per product group or across the board. At period end, the difference between the provisional commission and the actual fixed fee is settled through corrective invoices (Article 90 price adjustments). Each corrective invoice must refer to the original invoices it adjusts, allocated pro rata to the underlying lines by value or volume. This option keeps both legs in line in real-time reporting and is the most robust under ViDA. Its cost is a systematic true-up process and a defensible allocation key.

Option 2 – Invoicing at full price with a separate commission credit. The deemed supply is invoiced at the full customer price, and the fixed fee is later issued as a single credit note that reduces the taxable amount. This is simple, but it creates two problems under ViDA. First, a lump-sum credit that cannot be traced to specific invoices is hard to report as a correction of identified supplies. Second, where the underlying supplies carry different VAT rates or treatments (domestic standard and reduced rates, exempt intra-Community legs, exports), the credit must still be split by treatment, which needs an allocation key anyway. Where all underlying supplies are zero-rated intra-Community supplies, the VAT effect is nil. The reported values must nevertheless match the acquirer’s data, so the allocation is still needed for matching.

Option 3 – Treating the fixed fee as a separate service. Some groups invoice the fixed fee as a service from the commissionaire to the principal. That is inconsistent with the Article 14(2)(c) fiction, under which the commissionaire’s remuneration forms part of the price of the deemed supplies. It risks both double taxation (the full price on the goods leg plus VAT on the fee) and a mismatch between the two Member States’ data. It should be used only where a Member State’s administrative practice expressly accepts it, and that position should be documented.

Recommended allocation key. Allocate the fixed fee in proportion to the net sales value of each invoice line in the period, unless the contract defines the fee per product category. In that case, allocate within each category. The key should be written into the commission contract so that the VAT allocation follows the contractual mechanism and is not an after-the-fact accounting choice. For transfer pricing year-end adjustments, assess whether the adjustment is directly linked to the supplies. If it is, it is a price adjustment that must be corrected on the deemed supplies. If it is not, it may fall outside the VAT base, a position on which Member States diverge.

Impact on invoicing processes. ViDA will change the process, not the legal analysis. First, invoices for the internal leg will need to be generated per transaction, or at least within the ten-day window. Monthly summary invoicing will need to be reassessed; summary invoices for intra-Community supplies are restricted under the ViDA text (to verify against the final consolidated wording). Second, self-billing between principal and commissionaire becomes the natural design: the commissionaire’s sales trigger the internal invoice automatically, with identical product, quantity and date data. Third, the true-up must be industrialised as a periodic corrective invoice run with line references, not a manual journal entry. Fourth, master data (VAT IDs, product codes, rates) must be identical in both entities’ ERP instances, because tax authorities will match the reports. Groups already subject to domestic mandates (Italy, Poland, Belgium, France) can use those processes as a test bed before 2030.

12. Practical risks and recommendations

Double taxation or non-taxation. Charging VAT on a separate commission invoice in addition to the deemed supplies, or treating the commissionaire as a disclosed agent in one country and as a commissionaire in another, can lead to double taxation or to no taxation at all. Invoice flows. Self-billing agreements, acceptance procedures and numbering must be in place. Where e-invoicing mandates exist (Belgium, Poland, Italy, France, Germany as recipients), check that self-billed e-invoices are supported by the platform. ERP and master data. Both legs should be generated systemically from a single business event, with consistent tax codes, dates and values. Evidence. The commission contract, proof of acting in own name, and transport documents for the moving supply should be kept. Fixed establishment and permanent establishment. Commissionaire structures raise questions of whether the principal has a VAT fixed establishment or a direct tax permanent establishment, which should be assessed together. Restructuring cut-off. When converting buy-sell to commissionaire (or the reverse), define a clear cut-off for stock, open orders, credit notes and returns. Specify which entity processes post-conversion adjustments for pre-conversion sales.

13. Conclusion

Article 14(2)(c) is a short provision with large practical consequences. For in-house tax teams, the key questions are: does the intermediary act in its own name on behalf of the principal; are the goods identical on both legs; and do contracts, invoices, ERP and transfer pricing all reflect the same analysis? The Court’s recent case law has made the conditions clearer. ViDA and the national e-invoicing mandates will make any inconsistency visible. Commissionaire structures should be reviewed now, before real-time reporting exposes them.

14. External links