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

Provisional text

JUDGMENT OF THE COURT (First Chamber)

16 July 2026 ( * )

( Reference for a preliminary ruling – Payment services in the internal market – Directive (EU) 2015/2366 – Article 4(3) – Concept of a ‘payment service’ – Article 4(24) – Concept of ‘credit transfer’ – Transaction by an intermediary entity carried out under a tripartite agreement and consisting in the holding of client funds in a bank account of that intermediary entity and the transfer of those funds to a business owner, following the client’s authorisation – Classification of the transaction – Absence of a ‘payment service’ )

In Case C‑51/25, REQUEST for a preliminary ruling under Article 267 TFEU from the College van Beroep voor het bedrijfsleven (Supreme Administrative Court for Trade and Industry, Netherlands), made by decision of 28 January 2025, received at the Court on 28 January 2025, in the proceedings

Betaal Garant Nederland CV v De Nederlandsche Bank NV, intervening parties:

Vereniging Eigen Huis, 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: M. Campos Sánchez-Bordona, Registrar: A. Lamote, Administrator, having regard to the written procedure and further to the hearing on 3 December 2025, after considering the observations submitted on behalf of:

– De Nederlandsche Bank NV, by G. Dictus and A. Muhammad, advocaten,

– the Netherlands Government, by J. Langer and C.S. Schillemans, acting as Agents,

– the Czech Government, by J. Očková, M. Smolek and J. Vláčil, acting as Agents,

– the Italian Government, by S. Fiorentino, acting as Agent, and by E. Cicatelli, procuratore dello Stato, and G. Iappelli, avvocato dello Stato,

– the Norwegian Government, by J. Høvik, E. Rikheim and P.A. Tønnessen, acting as Agents,

– the European Commission, by G. Goddin and P. Vanden Heede, acting as Agents, after hearing the Opinion of the Advocate General at the sitting on 26 February 2026, gives the following

Judgment

1 The request for a preliminary ruling concerns the interpretation of Article 4(3) of Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (OJ 2015 L 337, p. 35), read in conjunction with point 3(c) of Annex I to Directive 2015/2366.

2 This request has been made in the context of a dispute between Betaal Garant Nederland CV (‘Betaal Garant’), a limited partnership under Netherlands law which provides guarantees and security deposits to individuals in connection with building construction projects, and De Nederlandsche Bank NV, which is the central bank of the Netherlands (‘DNB’), concerning an order for periodic penalty payments, imposed on Betaal Garant for infringement of the national legislation transposing Directive 2015/2366 and, specifically, for the exercise, without authorisation, of the activity of a payment service provider.

Legal context

European Union law

3 Recitals 6 and 24 of Directive 2015/2366 state:

‘(6) New rules should be established to close the regulatory gaps while at the same time providing more legal clarity and ensuring consistent application of the legislative framework across the [European] Union. Equivalent operating conditions should be guaranteed, to existing and new players on the market, enabling new means of payment to reach a broader market, and ensuring a high level of consumer protection in the use of those payment services across the Union as a whole. This should generate efficiencies in the payment system as a whole and lead to more choice and more transparency of payment services while strengthening the trust of consumers in a harmonised payments market.

…

4 Article 1 of that directive, entitled ‘Subject matter’, provides, in paragraph 1:

‘This Directive establishes the rules in accordance with which Member States shall distinguish between the following categories of payment service provider:

(a) credit institutions as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council [of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ 2013 L 176, p. 1)] …

(b) electronic money institutions within the meaning of point (1) of Article 2 of Directive 2009/110 …

(c) post office giro institutions …

(d) payment institutions;

…’

5 Article 4 of Directive 2015/2366, entitled ‘Definitions’, provides:

‘For the purposes of this Directive, the following definitions apply:

…

…

…

…

…

…

…

…’

6 Annex I to that directive is worded as follows:

‘Payment services (as referred to in point (3) of Article 4)

…

(a) execution of direct debits, including one-off direct debits;

(b) execution of payment transactions through a payment card or a similar device;

(c) execution of credit transfers, including standing orders.

…

…’

Netherlands law

Netherlands Civil Code

7 Article 767 of Book 7 of the Burgerlijk Wetboek (Netherlands Civil Code) provides:

‘The developer shall only be obliged to make payments corresponding, at least approximately, to the progress of the building work or the value of the assets that have been transferred to it; nevertheless, in order to guarantee the fulfilment of its obligations, it may be agreed that the developer should deposit with a notary an amount not exceeding 10% of the price of the work or provide an equivalent guarantee for that amount. Any amount paid in excess constitutes an undue payment.’

Law on the supervision of financial markets

8 The Wet op het financieel toezicht (Law on the supervision of financial markets), of 28 September 2006 (Stb. 2007, No 475), in the version applicable to the dispute in the main proceedings (‘Law on the supervision of financial markets’), transposed Directive 2015/2366 into Netherlands law.

9 Under Article 1:1 of that law, a payment service provider is a person whose business activity involves providing payment services, which include any business activity as defined in the annex to Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market amending Directives 97/7/EC, 2002/65/EC, 2005/60/EC and 2006/48/EC and repealing Directive 97/5/EC (OJ 2007 L 319, p. 1). In the light of the repeal of Directive 2007/64 by Directive 2015/2366, the referring court states that the definitions set out in Article 1:1 of that law correspond to those in Article 4 of Directive 2015/2366.

10 Article 2:3a of the Law on the supervision of financial markets provides:

‘Any person having its registered office in the Netherlands shall be prohibited from carrying on the business activity of a payment service provider without having obtained authorisation from [DNB] for that purpose.’

The dispute in the main proceedings and the question referred for a preliminary ruling

11 Betaal Garant is a company providing advice as well as security deposits and guarantees for the benefit of private individuals in construction and construction company projects. In that connection, it offers private individuals, inter alia, the ‘ Afbouwgarantie ’ (completion guarantee) product and the ‘ Zekerheidsstelling ’ (security deposit) product. It is apparent from the wording of the question referred for a preliminary ruling and from the grounds of the request for a preliminary ruling that it concerns only the security deposit product.

12 Stichting BGN Zekerheidsstelling (‘the Betaal Garant Foundation’) is a foundation linked to Betaal Garant.

13 Betaal Garant offers the security deposit product to the parties to a works contract on the basis of an agreement concluded between the client, the contractor and Betaal Garant itself. The purpose of that security deposit product is to cover the risk, faced by a contractor who is responsible for the construction of a dwelling or other building, of default of the client. Contractors are exposed to such risk since, the client is entitled, under Netherlands law, to pay the price of the building work in instalments and, in general, only has to pay the final instalment once the dwelling has been delivered. In order to cover that risk, contractors may require clients to deposit the amount of the last instalment with a notary or to provide an equivalent guarantee. That security deposit is intended to guarantee payment to the contractor of the amount of that last instalment.

14 According to the general terms and conditions of the security deposit product, which are contractual terms drawn up by Betaal Garant, as set out in the request for a preliminary ruling, the client pays the Betaal Garant Foundation, as security deposit, a certain amount calculated by reference to the first instalment on the contract price owed by the client to the contractor, at the time of payment of that instalment. The amount of the security deposit typically amounts to 6% of the contract price.

15 If the works contract is performed to the satisfaction of the contractor and the client and that has been notified to Betaal Garant in writing, the amount of the security deposit is paid to the contractor within five working days. That amount is transferred from the payment account of the Betaal Garant Foundation to that of the contractor.

16 The costs related to the execution of such a security deposit typically amount to 4% of the amount of the deposit, borne by the client, with a minimum of EUR 300, and 2.5% of that amount, borne by the contractor, with a minimum of EUR 200. Betaal Garant invoices the client’s costs to the client. The contractor’s costs are deducted when the amount of the security deposit is paid out to the contractor. If the contractor goes bankrupt, Betaal Garant pays that amount to the contractor who replaces it.

17 Following a request from Vereniging Eigen Huis, DNB examined whether the completion guarantee product and the security deposit product offered by Betaal Garant were contrary to the Law on the supervision of financial markets.

18 By decision of 8 December 2020, DNB imposed an order for periodic penalty payments on Betaal Garant on the ground, inter alia, that by offering the security deposit product, it was in breach of the prohibition on carrying on the activity of payment service provider without authorisation, as laid down in Article 2:3a(1) of the Law on the supervision of financial markets.

19 According to that order, Betaal Garant was, inter alia, obliged to put an end to that breach within four weeks of being notified of that order, by ceasing to offer the security deposit product and by assigning, modifying or terminating the current agreements. For all the breaches found, the penalty amounted to EUR 10 000 per week following the expiry of the grace period by the end of which Betaal Garant was required to have fully complied with the order. The maximum amount of the penalty amounted to EUR 50 000.

20 Betaal Garant brought an appeal against that order, but DNB declared it unfounded by decision of 6 October 2021. Betaal Garant brought an action against that decision before the rechtbank Rotterdam (District Court, Rotterdam, Netherlands).

21 After finding that the grace period had expired without Betaal Garant having complied with the order, DNB proceeded to recover the penalty in question by decision of 31 January 2022.

22 Betaal Garant objected to that decision. DNB forwarded that objection to the rechtbank Rotterdam (District Court, Rotterdam) by way of an action filed before it.

23 That court dismissed Betaal Garant’s actions against the decision of 6 October 2021 and against the decision of 31 January 2022 as unfounded and inadmissible respectively. It held that DNB had been correct in finding that Betaal Garant needed authorisation to offer the completion guarantee product and the security deposit product and that, in the absence of such authorisation, Betaal Garant had infringed the Law on the supervision of financial markets.

24 Subsequently, Betaal Garant brought an appeal before the College van Beroep voor het bedrijfsleven (Supreme Administrative Court for Trade and Industry, Netherlands), which is the referring court.

25 The referring court is uncertain whether DNB’s position is well founded. It considers that, by paying out the amount corresponding to the security deposit, the client, as the ‘payer’, within the meaning of Article 4(8) of Directive 2015/2366, issues a payment order, within the meaning of Article 4(13) of that directive, to its bank, as the payment service provider, within the meaning of Article 4(11) of Directive 2015/2366, to transfer funds from its payment account, within the meaning of Article 4(12) of that directive, to the payment account of the Betaal Garant Foundation. Accordingly, the referring court takes the view that Betaal Garant should be classified as the ‘payee’ within the meaning of Article 4(9) of Directive 2015/2366. That court considers that the client’s bank carries out a payment transaction, within the meaning of point 3 of Annex I to that directive, and thus provides a payment service. Similarly, as regards the transaction consisting of the transfer of funds from the account of the Betaal Garant Foundation to that of the contractor, that court considers that the bank of that foundation carries out a payment transaction and thus provides a payment service the foundation being the ‘payer’ and the contractor the ‘payee’.

26 By contrast, DNB claims that the receipt of the client’s funds into the account of the Betaal Garant Foundation and their subsequent transfer from that account to that of the contractor constitute a single payment transaction carried out by Betaal Garant. In that context, Betaal Garant carries out, as an intermediary, a transfer of funds from the client to the contractor, thus providing a payment service within the meaning of Article 4(3) of Directive 2015/2366, read in conjunction with point 3 of Annex I to that directive.

27 However, the referring court refers to a reply from the European Commission to Question 2020/5216, published on 18 March 2022 which is one of the prudential rules applied by the European Banking Authority. According to that reply, the receipt and forwarding of funds qualifies as a payment service within the meaning of Article 4(3) of Directive 2015/2366, read in conjunction with Annex I to that directive. In that regard, the Commission submits that it could be a ‘money remittance’, within the meaning of Article 4(22) of that directive, read in conjunction with point 6 of Annex I thereto, or an execution of payment transactions in accordance with point 3 of Annex I to that directive. The referring court considers that that reply could support DNB’s position.

28 It is in those circumstances that the College van Beroep voor het bedrijfsleven (Supreme Administrative Court for Trade and Industry) decided to stay the proceedings and to refer the following question to the Court of Justice for a preliminary ruling:

‘Must Article 4(3) of Directive [2015/2366], read in conjunction with point 3(c) of Annex I [to] that directive, be interpreted as meaning that a service entailing the receipt and forwarding of funds, provided by an entity as an intermediary, constitutes a payment service – and, more specifically, the execution of [credit] transfers within the meaning of that directive – if, in the context of a contract [concluded] with a client and a contractor, that entity receives the client’s funds [in] its payment account and, after the client has given its consent, transfers those funds from that payment account to the contractor?’

Consideration of the question referred

29 By its single question, the referring court asks, in essence, whether Article 4(3) of Directive 2015/2366, read in conjunction with point 3(c) of Annex I thereto, must be interpreted as meaning that a service of receipt and forwarding of funds provided by an entity acting as an intermediary constitutes a ‘payment service’, within the meaning of Article 4(3), and more specifically a ‘credit transfer’, where, in the context of an agreement concluded with a client and a contractor, that entity receives the client’s funds into the payment account of a foundation which is linked to it and then transfers them to the contractor from that account, with the client’s consent.

30 As a preliminary point, it is apparent from the request for a preliminary ruling that Betaal Garant provides guarantee and/or security deposit service in the context of transactions relating to the construction of buildings, services which constitute an ‘equivalent guarantee’ within the meaning of Article 767 of Book 7 of the Netherlands Civil Code. According to that information, those services are each divided into two separate sub-transactions:

– first, funds are transferred from the payment account of Betaal Garant’s client to the payment account of the Betaal Garant Foundation. The sums paid are kept on the latter account as a guarantee until the client concerned has verified and notified Betaal Garant that the works contract has been performed to its satisfaction by the contractor concerned,

– second, following that verification and with the client’s consent, the Betaal Garant Foundation sends a payment order to its bank, in order for that bank to transfer the required sum from its payment account to that contractor’s payment account.

31 Having noted the above, it should be borne in mind that, according to settled case-law, in interpreting a provision of EU law, it is necessary to consider its wording, the context in which it occurs and the objectives pursued by the rules of which it is part (judgments of 17 November 1983, Merck , 292/82, EU:C:1983:335, paragraph 12, and of 1 August 2025, Alace and Canpelli , C‑758/24 and C‑759/24, EU:C:2025:591, paragraph 91).

32 As regards, in the first place, the wording of the provisions at issue, it should be noted that Article 4(3) of Directive 2015/2366, which defines the concept of ‘payment service’, refers to the activities listed in Annex I to that directive, specifying that one or more of those activities must be carried out ‘[as a] business activity’.

33 The activities set out in that list include, inter alia, in point 3(c) of Annex I, the ‘execution of payment transactions, including transfers of funds on a payment account with the user’s payment service provider or with another payment service provider’ where that transaction consists of ‘the execution of credit transfers’.

34 In accordance with Article 4(5) of Directive 2015/2366, ‘payment transaction’ means ‘an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee’.

35 In addition, it should be borne in mind, first, that Article 4(24) of Directive 2015/2366 defines the concept of ‘credit transfer’ as ‘a payment service for crediting a payee’s payment account with a payment transaction or a series of payment transactions from a payer’s payment account by the payment service provider which holds the payer’s payment account, based on an instruction given by the payer’, and, second, that Article 4(8) of that directive defines the concept of ‘payer’ as meaning any ‘natural or legal person who holds a payment account and allows a payment order from that payment account, or, where there is no payment account, a natural or legal person who gives a payment order’.

36 It follows that, in order for a credit transfer to be executed, not only must the payer issue a payment order to his or her payment service provider, but that provider must also hold the payer’s payment account.

37 Consequently, it is apparent from a literal interpretation of the provisions at issue that the existence of a payer’s payment account and the holding of that account by the payment service provider are characteristic elements necessary to establish that a payment transaction consists of a procedure for the ‘execution of credit transfers’, within the meaning of point 3(c) of Annex I to Directive 2015/2366, and therefore a ‘payment service’ within the meaning of the provisions at issue.

38 In the present case, although the guarantee and/or security deposit service offered by Betaal Garant involve, inter alia, transfers of funds in the context of the two sub-transactions referred to in paragraph 30 above, it is apparent from the information in the request for a preliminary ruling that those transfers are carried out by the respective banks of the client and the Betaal Garant Foundation, and not by Betaal Garant itself. According to that information, those banks constitute ‘payment service providers’ within the meaning of Article 4(11) of Directive 2015/2366.

39 It is apparent, moreover, from the request for a preliminary ruling and from the written observations submitted to the Court that neither Betaal Garant nor the Betaal Garant Foundation hold payment accounts on behalf of their clients, with the result that the transfers of amounts due under the agreements between Betaal Garant, clients and contractors are made from accounts held by the respective payment service providers of those clients and by those of the Betaal Garant Foundation.

40 It follows that, in the context of the two sub-transactions described in paragraph 30 above, the execution of payment transactions and credit transfers falls under the responsibility of the respective payment service providers of the client and the Betaal Garant Foundation, without the underlying contractual relationship between the client, Betaal Garant and the contractor having any bearing in that regard.

41 Although the transfers of funds made by the payment service providers of the client and the Betaal Garant Foundation may be classified as ‘payment services’, inter alia as the execution of credit transfers, it should be noted that, by contrast, the guarantee and/or security deposit service provided by Betaal Garant in the present case constitutes, under Article 767 of Book 7 of the Netherlands Civil Code, a kind of personal guarantee and, more specifically, an ‘equivalent guarantee’ which is an alternative to the service of depositing a security deposit with a notary. Since such a service is neither defined nor governed by Directive 2015/2366, it does not fall within the scope thereof.

42 As regards, in the second place, the context of the provisions at issue, it must be borne in mind that Article 1(1) of Directive 2015/2366 establishes six categories of payment service providers. Those categories include, inter alia, credit institutions, electronic money institutions, payment institutions and post office giro institutions. As is apparent in particular from Article 4(24) of that directive and from point 3 of Annex I thereto, Directive 2015/2366 is intended to apply to payment services and credit transfers which are provided only by entities falling within those categories of payment service providers.

43 That interpretation is supported by recital 24 of that directive, according to which the application of the legal framework established by that directive should be confined to service providers who provide payment services as a regular occupation or business activity.

44 That requirement is explained by the legislative context of Directive 2015/2366. The classification of a transaction as a ‘payment service’ entails significant legal effects for the person who offers such a service on a professional and regular basis.

45 It should be noted that both the provisions relating to the authorisation and prudential supervision of payment institutions and those governing the civil liability of the payment service provider constitute a set of rules characterised by high requirements, as the Advocate General observed in points 61 to 65 of his Opinion. The application of such a strict legal regime is justified, as regards its rigour, by the direct participation of the payment service provider in the transfer of funds.

46 Moreover, and as the Advocate General observed, in essence, in point 65 of his Opinion, the requirements relating to the authorisation of payment institutions, prudential supervision and civil liability imposed by Directive 2015/2366 are not justified if transfers of funds are made only in order to carry out another service offered as the primary service, as is the case here, namely a service for the provision of an equivalent guarantee, an activity which, in itself, does not fall under the provisions of that directive.

47 In the present case, it is apparent from the request for a preliminary ruling and from the observations submitted to the Court that Betaal Garant does not fall within any of the categories of ‘payment service provider’ referred to in paragraph 42 above and that, in order to provide the service for the provision of an equivalent guarantee at issue in the main proceedings, Betaal Garant does not itself transfer funds.

48 As regards, in the third and last place, the objectives pursued by Directive 2015/2366, it should be noted that it is apparent, inter alia, from recital 6 thereof that that directive seeks not only to provide consumers with a high level of consumer protection in the use of those payment services across the European Union as a whole (see, to that effect, judgment of 11 November 2020, DenizBank , C‑287/19, EU:C:2020:897, paragraph 102), but also to provide more legal clarity and ensure consistent application of the legislative framework across the European Union.

49 In that regard, it should be noted that the Court has already held, in the context of Directive 2007/64, which preceded Directive 2015/2366, that the EU legislature sought to create a single market for payment services by replacing the 27 existing national systems, the coexistence of which gave rise to confusion and suffered from a lack of legal certainty, with a harmonised legal framework defining the rights and obligations of payment service users and payment service providers (judgment of 2 September 2021, CRCAM , C‑337/20, EU:C:2021:671, paragraph 44).

50 The fact that the objective of ensuring a high level of consumer protection is a fundamental aim of the system introduced by Directive 2015/2366 cannot, in itself, alter the scope of the provisions of that directive or extend the scope of the relevant concepts contained in those provisions by going beyond the wording of the definitions of those concepts. Moreover, such an interpretation would run counter to the objective of ensuring legal clarity in the area of payment services.

51 Furthermore, as has been pointed out in paragraphs 13 and 41 above, the guarantee and/or security deposit service provided by Betaal Garant in the present case constitutes, under Article 767 of Book 7 of the Netherlands Civil Code, an alternative to the service of depositing a security deposit with a notary. It must be stated that it is not apparent either from the provisions or from the general scheme of Directive 2015/2366 that that directive intended to make the provision of such services by notaries subject to the special scheme for payment services and to the authorisation condition laid down by that directive.

52 Consequently, it is apparent from a literal, contextual and teleological interpretation of the provisions at issue that Directive 2015/2366 excludes from its scope providers of security deposit services which use, in an ancillary manner, payment services offered by other providers providing such services as a primary service in the exercise of their regular occupation or business activity.

53 In the light of all the foregoing considerations, the answer to the question referred is that Article 4(3) of Directive 2015/2366, read in conjunction with point 3(c) of Annex I thereto, must be interpreted as meaning that a service of receipt and forwarding of funds provided by an entity acting as an intermediary does not constitute a ‘payment service’ within the meaning of Article 4(3), and more specifically a ‘credit transfer’, where, in the context of an agreement concluded with a client and a contractor, that entity receives the client’s funds into the payment account of a foundation which is linked to it and then transfers them to the contractor from that account, with the client’s consent.

Costs

54 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:

Article 4(3) of Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC, read in conjunction with point 3(c) of Annex I to Directive 2015/2366, must be interpreted as meaning that a service of receipt and forwarding of funds provided by an entity acting as an intermediary does not constitute a ‘payment service’, within the meaning of Article 4(3), and more specifically a ‘credit transfer’, where, in the context of an agreement concluded with a client and a contractor, that entity receives the client’s funds into the payment account of a foundation which is linked to it and then transfers them to the contractor from that account, with the client’s consent.

[Signatures]

* Language of the case: Dutch.