The Hamburg tax authority has published a decree on the VAT treatment of services provided by intermediaries acting in their own name and on their own account in distribution chains for multi-purpose vouchers (16.12.2025 S 7100-2023/005-51, UR 2026, 198). The decree and the resolutions it contains on VAT treatment have been coordinated at federal and state level. The tax authorities thereby create clarity for the future and for open assessment periods. The decree is relevant for those companies that issue multi-purpose vouchers, are involved in the distribution of multi-purpose vouchers and acquire multi-purpose vouchers for their own purposes, e.g. to provide them to their employees.
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What is a multi-purpose voucher?
Since 01.01.2019, special rules have applied to the VAT treatment of vouchers (§ 3 para. 13 et seq. German VAT Act). A multi-purpose voucher exists where, at the time of transfer or issue of the voucher, the place of supply and/or the supplying taxable person and/or the subject of the supply (goods or services, possibly subject to different VAT rates) have not yet been finally determined and therefore the VAT due cannot be determined (cf. sec. 3.17 para. 9 sentences 1 and 4 German VAT Application Decree).
How is the transfer of a multi-purpose voucher treated for VAT purposes?
Pursuant to § 3 para. 15 sentence 2 German VAT Act, only the actual supply of goods or provision of services, for which the supplying taxable person accepts a multi-purpose voucher as full or partial consideration, is subject to VAT under § 1 para. 1 German VAT Act, whereas any prior transfer (issue and resale) of this multi-purpose voucher is not subject to VAT as an exchange of a means of payment.
The VAT Application Decree does not contain any statements on how, in the view of the tax authorities, the purchase and sale of multi-purpose vouchers in a distribution chain between businesses is to be treated for VAT purposes (unlike statutes, administrative instructions cannot be interpreted beyond their wording). In practice, the purchase and sale of multi-purpose vouchers in a distribution chain, e.g. by the issuer/merchant, distribution companies and businesses as purchasers, has often been treated as a non-taxable exchange of consideration.
Resolutions at federal and state level
In the case of the transfer of multi-purpose vouchers in distribution chains by an intermediary acting in its own name and on its own account, the intermediary provides a service which is, in principle, subject to VAT to the entrepreneur issuing/transferring the multi-purpose voucher.
The taxable amount for the service, which is in principle subject to VAT, provided to the entrepreneur issuing the multi-purpose voucher is determined, even where no agreement has been reached with the voucher issuer regarding the amount of remuneration for the service, on the basis of the difference between the voucher issue price and the purchase price of the voucher-issuing entrepreneur.
If several intermediaries are involved in a distribution chain, no agreement on the amount of remuneration has been concluded and the resale price to the final customer is not known, the taxable amount for the service of each intermediary is determined on the basis of the difference between the voucher value and the intermediary’s purchase price.
Criticism
The tax authorities assume that, within the distribution chain, sales promotion services are provided by the entrepreneur (purchaser of the multi-purpose voucher) to the intermediary and by the intermediary to the seller of the multi-purpose voucher. A service is deemed to exist even if this is not regulated in the contractual arrangements, because a purchase agreement for a (subscription) right (voucher) exists (cf. Rapp, in FS Crezelius, 2018, p. 693 et seq., p. 710 f.). The Hamburg tax authority refers to Art. 30b para. 2 sentence 2 VAT Directive, according to which, upon the transfer of a multi-purpose voucher, all “identifiable” services such as distribution or sales promotion services are subject to VAT.
Unfortunately, the legislative history of Art. 30b para. 2 sentence 2 VAT Directive does not indicate what is meant by “identifiable”. In my opinion, an identifiable service requires that there must be specific (contractual) indications, which are generally not contained in a purchase agreement for (subscription) rights. This is also supported by the fact that the first draft amendment to the VAT Directive contained a provision which deemed services to exist in the case of the purchase and sale of multi-purpose vouchers in one’s own name and on one’s own account (cf. Felis/Kupke/Greisl, BB 2012, 3113). However, such a fiction was deliberately not included in Art. 30b VAT Directive.
From a methodological perspective, the view of the tax authorities is at least questionable, as it does not subsume the existing facts under the provisions but instead assumes, by way of a (statutorily unregulated) fiction, a set of facts which has not been realised under civil law or in practice. When purchasing multi-purpose vouchers in one’s own name and on one’s own account, however, the intermediary bears the risk that merchants become insolvent and the vouchers become worthless. This risk is reinforced from a regulatory perspective by the fact that the German Federal Financial Supervisory Authority requires intermediaries to hold vouchers in stock in order for the purchase and sale of vouchers to qualify as a licence-free transaction. Where no service is agreed in the contracts between the distribution partners, no fictitious service can be determined for VAT purposes by the tax authorities.
Notwithstanding the criticism of the reasoning underlying the view of the tax authorities, the decree now provides legal certainty for practice, which is to be welcomed from a practical perspective.
Consequences for voucher issuers, distribution companies and companies as purchasers
For past periods
The view of the tax authorities applies to periods beginning on 01.01.2019 (introduction of the new rules on the VAT treatment of vouchers § 3 para. 13 et seq. German VAT Act). If voucher issuers, intermediaries and companies as purchasers have assumed that the transactions were non-taxable in the periods since 01.01.2019, there is now a substantial economic risk for still open periods that the margins achieved will be reduced by the VAT included therein.
If voucher issuers, distribution companies and companies as purchasers have evidently been mistaken about the correct VAT treatment of the purchase and sale, this suggests that (under civil law) a net price agreement exists. In such a case, the margins can be invoiced plus VAT. For VAT purposes, this constitutes a subsequent increase in consideration (§ 17 para. 1 sentence 1 German VAT Act).
What needs to be considered going forward?
Following the publication of the tax authorities’ decree, distribution companies and companies as purchasers must subject the margin achieved to VAT. In each individual case, it must first be clarified whether the margin was agreed on a gross or net basis. If distribution companies and companies as purchasers do not subject the margin to VAT and thus deviate from the view of the tax office, they must explicitly inform the tax office of this. Failure to provide such notification, or providing it in a non-explicit manner, may result in criminal tax consequences.
It should therefore be included in purchase agreements that the parties assume, solely for VAT purposes, that a service is provided and that the margins are shown plus VAT in an invoice/credit note.
