Provisional text

JUDGMENT OF THE COURT (Second Chamber)

5 September 2024 (*)

( Reference for a preliminary ruling – Common foreign and security policy – Restrictive measures taken in view of Russia’s actions destabilising the situation in Ukraine – Regulation (EU) No 833/2014 – Article 5n(2) and (6) – Prohibition on the direct or indirect provision of legal advisory services to the Russian Government or to legal persons, entities or bodies established in Russia – Exemption concerning the provision of services which are strictly necessary to ensure access to judicial, administrative or arbitration proceedings in a Member State – Authentication and execution, by a notary, of a contract for the sale of immovable property – Assistance provided by an interpreter during such authentication

In Case C‑109/23 [Jemerak], (i)

REQUEST for a preliminary ruling under Article 267 TFEU from the Landgericht Berlin (Regional Court, Berlin, Germany), made by decision of 16 January 2023, received at the Court on 23 February 2023, in the proceedings

GM,

ON

v

PR,

THE COURT (Second Chamber),

composed of A. Prechal, President of the Chamber, F. Biltgen (Rapporteur), N. Wahl, J. Passer and M.L. Arastey Sahún, Judges,

Advocate General: L. Medina,

Registrar: A. Juhász-Tóth, Administrator,

having regard to the written procedure and further to the hearing on 25 January 2024,

after considering the observations submitted on behalf of:

–        PR, by U. Karpenstein and R. Sangi, Rechtsanwälte,

–        the German Government, by J. Möller and N. Scheffel, acting as Agents,

–        the Estonian Government, by M. Kriisa, acting as Agent,

–        the Netherlands Government, by M.K. Bulterman and H.S. Gijzen, acting as Agents,

–        the Polish Government, by B. Majczyna, acting as Agent,

–        the Finnish Government, by H. Leppo, acting as Agent,

–        the Council of the European Union, by M. Bishop and T. Haas, acting as Agents,

–        the European Commission, by M. Carpus Carcea, C. Georgieva and M. Kellerbauer, acting as Agents,

after hearing the Opinion of the Advocate General at the sitting on 11 April 2024,

gives the following

Judgment

1        This request for a preliminary ruling concerns the interpretation of Article 5n(2) of Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine (OJ 2014 L 229, p. 1), as amended by Council Regulation (EU) 2022/1904 of 6 October 2022 (OJ 2022 L 259 I, p. 3) (‘Regulation No 833/2014’).

2        The request has been made in proceedings between, on the one hand, GM and ON, purchasers of an apartment in Berlin (Germany) owned by a legal person established in Russia and, on the other, PR, a notary practising in Germany, concerning the latter’s refusal to authenticate and execute the contract of sale of that apartment, on the ground that it could not be ruled out that that authentication infringes Article 5n(2) of Regulation No 833/2014 prohibiting the provision of legal advisory services to legal persons established in Russia.

 Legal context

 European Union law

 Regulation (EU) No 269/2014

3        Article 2 of Council Regulation (EU) No 269/2014 of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ 2014 L 78, p. 6), as amended by Council Regulation (EU) No 476/2014 of 12 May 2014 (OJ 2014 L 137, p. 1), provides:

‘1.      All funds and economic resources belonging to, owned, held or controlled by any natural or legal persons, entities or bodies, or natural or legal persons, entities or bodies associated with them, as listed in Annex I, shall be frozen.

2.      No funds or economic resources shall be made available, directly or indirectly, to or for the benefit of natural or legal persons, entities or bodies, or natural or legal persons, entities or bodies associated with them, as listed in Annex I.’

 Regulation No 833/2014

4        Recitals 1 and 2 of Regulation No 833/2014 state:

‘(1)      [Regulation No 269/2014] gives effect to certain measures provided for in [Council Decision 2014/145/CFSP of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ 2014 L 78, p.16)]. Those measures comprise the freezing of funds and economic resources of certain natural and legal persons, entities and bodies and restrictions on certain investments, as a response to the illegal annexation of Crimea and Sevastopol.

(2)      On 22 July 2014, the Council [of the European Union] concluded that should Russia fail to respond to the demands formulated in the European Council conclusions of 27 June 2014 and in its own conclusions of 22 July, it would be ready to introduce without delay a package of further significant restrictive measures. It is therefore considered appropriate to apply additional restrictive measures with a view to increasing the costs of Russia’s actions to undermine Ukraine’s territorial integrity, sovereignty and independence and to promoting a peaceful settlement of the crisis. …’

5        Under Article 5aa(1) of Regulation No 833/2014:

‘It shall be prohibited to directly or indirectly engage in any transaction with:

(a)      a legal person, entity or body established in Russia, which is publically controlled or with over 50% public ownership or in which Russia, its Government or Central Bank has the right to participate in profits or with which Russia, its Government or Central Bank has other substantial economic relationship, as listed in Annex XIX;

(b)      a legal person, entity or body established outside the Union whose proprietary rights are directly or indirectly owned for more than 50% by an entity listed in Annex XIX; or

(c)      a legal person, entity or body acting on behalf or at the direction of an entity referred to in point (a) or (b) of this paragraph.’

6        Article 5n(1), (2) and (6) of that regulation provides:

‘1.      It shall be prohibited to provide, directly or indirectly, accounting, auditing, including statutory audit, bookkeeping or tax consulting services, or business and management consulting or public relations services to:

(a)      the Government of Russia; or

(b)      legal persons, entities or bodies established in Russia.

2.      It shall be prohibited to provide, directly or indirectly, architectural and engineering services, legal advisory services and IT consultancy services to:

(a)      the Government of Russia; or

(b)      legal persons, entities or bodies established in Russia.

…

6.      Paragraphs 1 and 2 shall not apply to the provision of services which are strictly necessary to ensure access to judicial, administrative or arbitral proceedings in a Member State, or for the recognition or enforcement of a judgment or an arbitration award rendered in a Member State, provided that such provision of services is consistent with the objectives of this Regulation and of [Regulation No 269/2014].’

 Decision (CFSP) 2022/1909

7        Recitals 5 and 8 to 10 of Council Decision (CFSP) 2022/1909 of 6 October 2022 amending Decision 2014/512/CFSP concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine (OJ 2022 L 259 I, p. 122) are worded as follows:

‘(5)      In its conclusions of 23–24 June 2022, the European Council stated that work will continue on sanctions, including to strengthen implementation and prevent circumvention.

…

(8)      On 30 September 2022, the members of the European Council adopted a statement in which they firmly rejected and unequivocally condemned the illegal annexation by Russia of Ukraine’s Donetsk, Kherson, Luhansk and Zaporizhzhia regions. … The Members of the European Council stated that they will strengthen the Union’s restrictive measures countering Russia’s illegal actions and further increase pressure on Russia to end its war of aggression.

(9)      In view of the gravity of the situation it is appropriate to introduce further restrictive measures.

(10)      In particular, it is appropriate to expand the prohibition to engage in any transaction with certain Russian State-owned or State-controlled legal persons, entities or bodies by including a ban on Union nationals to hold any posts on the governing bodies of those legal persons, entities or bodies. It is also appropriate to add to the list of Russian State-owned or State-controlled entities that are subject to that transaction ban the Russian Maritime Register of Shipping, a 100% State-owned entity which performs activities related to the classification and inspection, including in the field of security, of Russian and non-Russian ships and crafts. …’

 Regulation 2022/1904

8        Recitals 2, 19 and 22 of Regulation 2022/1904 state:

‘(2)      Regulation [No 833/2014] gives effect to certain measures provided for in Council Decision [2014/512] ….

…

(19)       … Decision [2022/1909] extends the existing prohibition on the provision of certain services to the Russian Federation by banning the provision of architectural and engineering services as well as of IT consultancy services and legal advisory services. … “Legal advisory services” covers: the provision of legal advice to customers in non-contentious matters, including commercial transactions, involving the application or interpretation of law; participation with or on behalf of clients in commercial transactions, negotiations and other dealings with third parties; and preparation, execution and verification of legal documents. “Legal advisory services” does not include any representation, advice, preparation of documents or verification of documents in the context of legal representation services, namely in matters or proceedings before administrative agencies, courts or other duly constituted official tribunals, or in arbitral or mediation proceedings.

…

(22)      Regulation [No 833/2014] should therefore be amended accordingly[.]’

 German law

 The Bürgerliches Gesetzbuch

9        The first sentence of Paragraph 311b(1) of the Bürgerliches Gesetzbuch (Civil Code), in the version applicable to the dispute in the main proceedings (‘the BGB’), provides that a contract for the sale of immovable property must be authenticated by a notary.

10      In accordance with Paragraph 873(1) of the BGB, the transfer of ownership of immovable property requires both parties’ consent to that transfer and the registration of that transfer in the Land Register.

11      It is apparent from Paragraph 925(1) of the BGB that such consent must, generally, be declared before a notary.

12      According to Paragraph 925a of the BGB, a notary may only accept consent to a transfer of ownership if the contract of sale is produced before him or her.

 The Beurkundungsgesetz

13      In accordance with Paragraph 4 of the Beurkundungsgesetz (Law on the authentication of documents) of 28 August 1969 (BGBl. 1969 I, p. 1513), as amended by the Law of 15 July 2022 (BGBl. 2022 I, p. 1146), a notary must refuse to authenticate an act where the authentication is incompatible with the duties related to his or her office, in particular where he or she is instructed so as to take part in acts which manifestly pursue an unlawful or dishonest purpose.

14      Under Paragraph 17(1) of the Law on the authentication of documents, as amended by the Law of 15 July 2022, notaries have a duty to inform the parties of the legal effects of the relevant act.

 The Bundesnotarordnung

15      Under Paragraph 1 of the Bundesnotarordnung (Federal Code for Notaries) of 24 February 1961 (BGBl. 1961 I, p. 97), as amended by Law of 15 July 2022 (BGBl. 2022 I, p. 1146) (‘the BNotO’), a notary is appointed as a holder of a public office responsible for the authentication of legal instruments and other tasks in the field of the preventive administration of justice.

16      Paragraph 14(1) of the BNotO provides that a notary does not represent either party but provides independent and impartial advice to all parties. In accordance with Paragraph 14(2), a notary must refuse to perform his or her functions where to do so would be incompatible with the duties which derive therefrom.

17      Subparagraph 1 of Paragraph 15 of the BNotO provides that a notary may not refuse to authenticate an instrument without sufficient reason and, in subparagraph 2, that an appeal may be brought against a notary’s refusal to authenticate an instrument.

 The Grundbuchordnung

18      In accordance with Paragraph 29(1) of the Grundbuchordnung (Land Register Code) of 26 May 1994 (BGBl. 1994 I, p. 114), in the version applicable to the dispute in the main proceedings, registration in the Land Register may be carried out only if the legal transactions required for registration are certified by official documents or authentic instruments.

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

19      GM and ON, German nationals, were preparing to purchase an apartment in a building in co-ownership located in Berlin. That apartment is registered in the Berlin-Schöneberg (Germany) Land Register, maintained by the Amtsgericht Schöneberg (Local Court, Schöneberg, Germany). According to that register, Visit-Moscow Ltd, a company registered in Russia and having its registered office in Moscow (Russia), is the owner of that apartment since 2013.

20      For the purposes of that transaction, GM, ON and Visit-Moscow approached PR, a notary practising in Berlin, asking him to draw up a contract of sale in the form of a notarial act, in accordance with their instructions as to the property sold, the sale price and the other contractual terms. They also requested that he arrange for that contract, thus authenticated, to be executed, which requires, inter alia, registering the transfer of title of the apartment in question in favour of GM and ON, obtaining cancellation of the existing charges burdening that apartment and holding the purchase monies in an escrow account and the payment thereof to Visit-Moscow.

21      By letter of 15 December 2022, PR informed GM, ON and Visit-Moscow that he had provisionally refused to authenticate that contract on the ground that he could not rule out the possibility that authentication thereof would infringe the prohibition on the provision of legal advisory services to legal persons established in Russia, laid down in Article 5n(2)(b) of Regulation No 833/2014.

22      PR did not accede to the request to reconsider that refusal made by GM, ON and Visit-Moscow in their appeal against it; in accordance with the applicable rules, PR forwarded that appeal to the Landgericht Berlin (Regional Court, Berlin, Germany), the referring court.

23      In the first place, that court considers it necessary to determine whether authentication by a notary of a contract for the sale of immovable property infringes the prohibition laid down in Article 5n(2)(b) of Regulation No 833/2014 where the seller is a legal person established in Russia.

24      In that regard, the referring court observes, first, that several considerations preclude such authentication from being covered by that prohibition.

25      In particular, a notary does not provide a service, but instead performs an official function. A notary is an independent holder of a public office responsible for the authentication of legal instruments and for the performance of other tasks in the field of the preventive administration of justice. In the performance of his or her duties, a notary does not represent either party but provides independent and impartial advice to all parties. A notary performs public functions entrusted to him or her by the State and which, in the absence of such delegation, the State would be required to perform through its bodies. Consequently, a notary is not a service provider supplying his or her services on a contractual basis governed by civil law, but a holder of a public office performing tasks – which are based on public law – at the request of the parties, such as informing the contracting parties impartially of the legal effects of the relevant contract. The public powers which the functions of a notary encompass arise where a notary refuses to authenticate a contract for a reason laid down in law.

26      Secondly, even if notarial activities were to be classified as ‘services’, within the meaning of Article 5n(2) of Regulation No 833/2014, among those notarial activities, those which are necessary for registration in the Land Register should be exempted from the prohibition on the provision of legal advisory services to legal persons established in Russia under Article 5n(6) of that regulation, which applies to the provision of services strictly necessary to ensure access to judicial, administrative or arbitral proceedings in a Member State. Under German law, registration in the land register is an essential condition for the establishment and acquisition of a right in an immovable property. The maintenance of the Land Register, entrusted to specific departments of the local courts and governed by rules on judicial procedure, is a judicial procedure or, at least, an administrative procedure, in which notaries play a central role. An application for entry in that register is thus valid only if the legal transaction concerned is proven by means of official documents or authentic instruments. That means that, as a general rule, the involvement of a notary is necessary in order to make an entry in the Land Register.

27      Furthermore, since the persons referred to in Article 5n(2) of Regulation No 833/2014 are not prohibited from disposing of immovable property or from economically exploiting such property, it is not contrary to the objective pursued by that provision for access to the Land Register registration procedure to remain available to those persons.

28      Thirdly, even if the activities of notaries were to be regarded as involving a legal advisory service, caught by the prohibition laid down in Article 5n(2), without it being possible to rely on the exemption from that prohibition laid down in Article 5n(6), there are significant indications that that prohibition does not extend to the involvement of a notary in the drawing up of contracts for the sale of immovable property.

29      For the purposes of the transfer of ownership of immovable property situated in Germany, German law requires, in addition to recording the identity of the purchaser in the Land Register, the consent of the two parties to the transfer of ownership, which must be declared, in principle, before a notary. A contract for the sale of immovable property must for its part be authenticated by a notary. Consequently, were the prohibition laid down in Article 5n(2) of Regulation No 833/2014 to apply to the authentication of a contract for the sale of immovable property, legal persons established in Russia would be deprived, in fact and in law, of any possibility of disposing of their assets, since the involvement of a notary is required in the sale of immovable property. That would amount to a serious infringement of the fundamental right to property of those persons.

30      That said, the services of the European Commission published a document entitled ‘Provision of Services – Frequently asked questions concerning sanctions adopted following Russia’s military aggression against Ukraine and Belarus’ involvement in it’ (version of 21 December 2002). In that document, the Commission’s services took the view that Article 5n(2) of Regulation No 833/2014 applied to the activities of notaries carried out on behalf of legal persons established in Russia. Although that guidance is non-binding, it gives rise to uncertainty as to the correct interpretation of that provision.

31      In the second place, should it be considered that the authentication by a notary of a contract for the sale of immovable property owned by a legal person established in Russia does not infringes the prohibition laid down in Article 5n(2)(b) of Regulation No 833/2014, the referring court asks whether the services provided by an interpreter who, according to the law, must provide translation into German for a party which does not have a command of that language during that authentication infringe the prohibition laid down in that provision where those services are provided to the representatives of such a legal person.

32      In the third and final place, in the situation referred to in the preceding paragraph, that court has doubts as to whether ancillary tasks normally performed by notaries for the execution of such a contract of sale after its authentication infringe the prohibition laid down in Article 5n(2)(b) of Regulation No 833/2014, where the seller is a legal person established in Russia.

33      In those circumstances, the Landgericht Berlin (Regional Court, Berlin) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:

‘(1)      Does a German notary infringe the prohibition on providing, directly or indirectly, legal advisory services to a legal person established in Russia if he or she authenticates a contract for the sale of title to an apartment … entered into between that person as the seller and a national of a Member State of the European Union?

(2)      Does an interpreter act in contravention of the prohibition on providing, directly or indirectly, legal advisory services if, for the purposes of that authentication of the contract of sale, he or she accepts an assignment from that notary to translate the content of the authentication proceedings for the representative of the legal person established in Russia, who lacks sufficient proficiency in the German language?

(3)      Does the notary infringe the prohibition on providing, directly or indirectly, legal advisory services if he or she accepts and carries out instructions to perform notarial activities provided for by law for the purposes of execution of the contract of sale (for example, settlement of the purchase price payment via an escrow account held by the notary, requesting documents required for the cancellation of mortgages and other [charges] burdening the object of sale, submission of the documents necessary to effect registration of the transfer of title to the body maintaining the Grundbuch (“the Land Register”))?’

 Consideration of the questions referred

34      By its questions, which it is appropriate to examine together, the referring court asks, in essence, whether Article 5n(2)(b) of Regulation No 833/2014 must be interpreted as meaning that:

–        the authentication by a notary of a Member State of a contract for the sale of immovable property which is situated in the territory of that Member State and owned by a legal person established in Russia;

–        acts by that notary implementing such an authenticated contract for the purposes of cancelling the charges burdening that property, payment of the purchase monies to the seller and registration of the transfer of ownership in the Land Register; and/or

–        translation services provided by an interpreter during such an authentication in order to assist the representative of that legal person who does not have a command of the language of the authentication procedure,

are covered by the prohibition on the provision of legal advisory services to such a legal person, laid down in that provision.

35      In the first place, as regards the authentication by a notary of a Member State of a contract for the sale of immovable property which is situated in the territory of that Member State and owned by a legal person established in Russia, Article 5n(2)(b) of Regulation No 833/2014 provides that ‘it shall be prohibited to provide, directly or indirectly, … legal advisory services … to legal persons, entities or bodies established in Russia’.

36      First, as regards, more specifically, the concept of ‘legal advisory services’ referred to in that provision, it is not defined by that provision or by any other provision of Regulation No 833/2014.

37      As is apparent from settled case-law, the meaning and scope of terms for which EU law provides no definition must be determined by reference to their ordinary meaning in everyday language, while also taking into account the context in which they occur and the purposes of the rules of which they form part (see, to that effect, judgment of 30 April 2024, Trade Express-L and DEVNIA TSIMENT, C‑395/22 and C‑428/22, EU:C:2024:374, paragraph 65 and the case-law cited).

38      According to its ordinary meaning in everyday language, the term ‘legal advice’ generally refers to an opinion on a question of law. The term ‘legal advice’ used in combination with the term ‘services’, expressed as ‘legal advisory services’ in Article 5n(2) of Regulation No 833/2014, refers to the pursuit of an activity of an economic nature, based on a relationship between a service provider and his or her client, the purpose of which is the provision of legal advice, and by which a provider delivers advice on questions of law to persons seeking that advice.

39      That meaning of the term ‘legal advisory services’ is confirmed by recital 19 of Regulation 2022/1904, which states that those services cover ‘the provision of legal advice to customers in non-contentious matters, including commercial transactions, involving the application or interpretation of law’, ‘participation with or on behalf of clients in commercial transactions, negotiations and other dealings with third parties’ and ‘preparation, execution and verification of legal documents’.

40      The first two types of activities mentioned in that recital refer to a relationship between a service provider and his or her ‘customers’ or ‘clients’ and describes the role of that service provider as the provision of assistance and advice to them, in their interest, as regards the legal aspects of their transactions with third parties. For its part, the third type of activities referred to in that recital, consisting of the ‘preparation, execution and verification of legal documents’, concerns activities ancillary to those first two types of activities.

41      The activities thus covered by the concept of ‘legal advisory services’, within the meaning of Article 5n(2) of Regulation No 833/2014, are clearly different from those which the public authorities or any other entity entrusted by the State with the exercise, under the supervision of those authorities, of a task in the public interest and which has, for that purpose, been given certain powers which are binding on citizens, may be required to perform. Those authorities do not have the task of providing services consisting in giving opinions on questions of law to persons in order to promote or defend the individual interests of those persons.

42      In the present case, it is apparent from the order for reference that, under German law, a contract for the sale of immovable property situated in Germany necessarily requires the involvement of a notary, in his or her capacity as an independent holder of a public office, in order to confer the status of authentic instrument on that contract. By that authentication, the notary confirms the legality of that contract by affixing thereto an official seal bearing the arms of the Land which appointed him or her. Such involvement, which occurs at the request of the contracting parties, is one of the public functions entrusted to notaries by the State and which, in the absence of such delegation, the State would be required to perform through its bodies. In performing that task, notaries are given binding powers since they may refuse to authenticate such a contract of sale for a reason provided for by law.

43      In addition, as the Advocate General also observed in points 43 and 44 of her Opinion, a notary’s involvement appears to be limited to the authentication of the contract of sale concerned or, as the case may be, to a refusal to authenticate that contract in order to comply, with complete independence and impartiality, with a legal obligation incumbent on him or her, without providing, besides that authentication, legal advice intended to promote the specific interests of the parties.

44      Consequently, in the context of such authentication, it appears that a notary does not act with the aim of promoting the specific interests of one or the other of the parties concerned, or both, but acts impartially, maintaining an equal distance from those parties and their respective interests, solely in the interests of the law and legal certainty. In the light of the specific rules governing the procedure for the notarial authentication of acts and the legal effects deriving from authentic acts in the German legal system, referred to in paragraphs 42 and 43 of the present judgment, that authentication does not appear to correspond to the activities referred to in paragraph 38 of that judgment.

45      It follows, as the Advocate General stated, in essence, in points 35, 37 to 39, 41 to 43 and 47 of her Opinion, and subject to verification by the referring court, that the authentication by a notary, such as that referred to in paragraphs 42 and 43 of the present judgment, of a contract for the sale of immovable property owned by a legal person established in Russia, is not covered by the concept of ‘legal advisory services’ referred to in Article 5n(2) of Regulation No 833/2014 and, consequently, does not fall within the scope of the prohibition on the provision of such services to such a legal person, laid down in subparagraph 2 of that provision.

46      Secondly, such a literal interpretation of Article 5n(2) of Regulation No 833/2014 is supported by the legislative context of that provision and that regulation.

47      As the Advocate General stated in points 53 to 55 and 60 to 64 of her Opinion, first, Article 5aa(1) of Regulation No 833/2014 provides for a prohibition on engaging directly or indirectly in any transaction with legal persons that fulfil certain criteria, which include being established in Russia or outside the European Union, being included in the list of Russian State companies set out in Annex XIX to that regulation, being controlled by the Russian State or with the Russian State having over 50% ownership, or presenting close links with the Russian State or with legal persons listed in that annex. That being so, neither that provision nor any other provision of that regulation lays down a general prohibition on involvement in a transaction with a legal person merely because that person is established in Russia or a prohibition on the transfer of immovable property situated in the territory of the European Union and owned by such a person.

48      Second, while Regulation No 269/2014 provides for restrictive measures against persons responsible for actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine, and persons and entities associated with them, the freezing of funds and economic resources and the prohibition on making available funds and economic resources imposed by that regulation, in Article 2 thereof, apply only to certain natural or legal persons, entities or bodies exhaustively listed in Annex I to that regulation.

49      If Article 5n(2) of Regulation No 833/2014 were to be interpreted as meaning that the prohibition laid down in that provision applies to a notarial act such as that at issue in the main proceedings, that would lead, as the Advocate General stated in points 59 and 64 of her Opinion, to inconsistencies, on the one hand, in the application of that regulation and, on the other, between that regulation and Regulation No 269/2014.

50      While transactions concerning immovable property situated within the territory of the European Union and owned by legal persons established in Russia remain authorised under Regulation No 833/2014, those transactions could, in practice, be hindered in certain Member States, such as the Federal Republic of Germany, where the notarial authentication of a contract for the sale of immovable property constitutes an essential condition for the disposal of such property, irrespective of whether or not those legal persons are subject to a prohibition on disposing of their assets in accordance with Regulation No 269/2014.

51      Such variability in the effects of the prohibition laid down in Article 5n(2) of Regulation No 833/2014 from one Member State to another, depending on the applicable notarial system, would not have been the aim of the EU legislature.

52      Thirdly, contrary to what the Estonian, Netherlands and Polish Governments have suggested in their written observations or at the hearing, the interpretation adopted in paragraph 45 of the present judgment is not contrary to the aim of Regulation No 833/2014 or that of Regulation No 269/2014.

53      First of all, as is apparent from recital 8 of Decision 2022/1909 and recital 2 of Regulation No 833/2014, new restrictive measures, which include the prohibition on providing legal advisory services, were introduced to counter ‘Russia’s illegal actions and further increase pressure on Russia to end its war of aggression’ and ‘with a view to increasing the costs of Russia’s actions to undermine Ukraine’s territorial integrity, sovereignty and independence and to promoting a peaceful settlement of the crisis’. That being so, it is not apparent from that decision, that regulation or Regulation 2022/1904 that, by imposing that prohibition, the Council, which adopted those acts, intended to ensure that, as a result of that prohibition, legal persons established in Russia would be unable, in certain Member States, to dispose of their immovable property.

54      Next, at the hearing, the Council not only denied that it intended to impose a prohibition on legal persons established in Russia from disposing of their immovable property situated in the territory of the European Union, but explained, in response to a question put by the Court, that the objective underlying the prohibition on the provision of legal advisory services laid down in Article 5n(2) of Regulation No 833/2014 was to make it more difficult for Russian legal persons operating in the territory of the European Union to continue their commercial activities in that territory, and, thereby, to have an impact on the Russian economy. Notarial authentication, such as that governed by German law, of a contract for the sale of immovable property owned by a legal person established in Russia cannot be regarded as contrary to that objective.

55      Lastly, since the prohibition laid down in Article 5n(2) of Regulation No 833/2014 must be understood as pursuing the objective referred to in recital 5 of Decision 2022/1909 of preventing the circumvention of the sanctions adopted, it should be noted, as the Advocate General observed in point 74 of her Opinion, that, in so far as commercial transactions with legal persons established in Russia are not subject to a general prohibition under that regulation, it is not apparent how notarial authentication, such as that governed by German law, of a contract for the sale of immovable property owned by a legal person established in Russia could, a priori and generally, contribute to circumventing the restrictive measures adopted.

56      It follows from all the foregoing that it does not appear that the authentication, by a German notary, of a contract for the sale of immovable property situated in Germany which is owned by a legal person established in Russia falls within the scope of the prohibition on the provision of legal advisory services laid down in Article 5n(2) of Regulation No 833/2014.

57      In the second place, the referring court’s doubts relate to whether the tasks – provided for in German law – which a notary carries out to execute an authenticated contract for the sale of immovable property situated in Germany and owned by a legal person established in Russia, are covered by that prohibition.

58      According to the order for reference, those tasks consist, inter alia, in holding the purchase monies in an escrow account and the payment of those monies to the seller, the cancellation of the existing charges burdening that property, and the registration in the Land Register of the transfer of title of that property.

59      It will be for the referring court to assess, for each of those tasks, whether they involve the provision of legal advice to the parties by the notary, in accordance with the interpretation of the concept of ‘legal advisory services’ set out in paragraph 38 of the present judgment.

60      In that regard and subject also to the final assessment of the referring court, it does not appear that the tasks in question involve the provision, by a notary, of any legal advice to the parties to the contract for the sale of immovable property.

61      In the third and final place, the referring court’s questions concern translation services provided by an interpreter during the authentication of a contract for the sale of immovable property situated in Germany owned by a legal person established in Russia, in order to assist the representative of that legal person who does not have a command of the language of the authentication procedure.

62      Given that the profession of interpreter is not legal in nature, translation services provided by an interpreter when authenticating an act cannot include an element of ‘legal advice’, within the ordinary meaning of that term referred to in paragraph 38 of the present judgment, even where the provision of services concerned consists of providing assistance to a legal professional acting in a legal field. Furthermore, as is apparent from paragraph 56 of the present judgment, it does not appear that the authentication, by a German notary, of a contract for the sale of immovable property such as that at issue in the main proceedings falls within the scope of the prohibition on the provision of legal advisory services laid down in Article 5n(2) of Regulation No 833/2014. It follows that, by providing translation services in the context of the notarial authentication of such an instrument, in order to assist the representative of such a legal person who does not have a command of the language of the authentication procedure, the interpreter does not provide ‘legal advisory services’, within the meaning of that provision, to that legal person. Therefore, those services are not covered by the prohibition laid down in that provision.

63      In the light of all the foregoing considerations, the answer to the questions referred is that Article 5n(2)(b) of Regulation No 833/2014 must be interpreted as meaning that:

–        authentication by a notary of a Member State of a contract for the sale of immovable property which is situated in the territory of that Member State and owned by a legal person established in Russia,

–        acts by that notary implementing such an authenticated contract for the purposes of cancelling the charges burdening that property, payment of the purchase monies to the seller and registration of the transfer of ownership in the Land Register,

–        translation services provided by an interpreter during such authentication in order to assist the representative of that legal person who does not have a command of the language of the authentication procedure,

are not covered by the prohibition on the provision of legal advisory services to such a person, laid down in that provision.

 Costs

64      Since these proceedings are, for the parties to the main proceedings, a step in the action pending before the national 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 (Second Chamber) hereby rules:

Article 5n(2) of Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine, as amended by Council Regulation (EU) 2022/1904 of 6 October 2022,

must be interpreted as meaning that

–        authentication by a notary of a Member State of a contract for the sale of immovable property which is situated in the territory of that Member State and owned by a legal person established in Russia,

–        acts by that notary implementing such an authenticated contract for the purposes of cancelling the charges burdening that property, payment of the purchase monies to the seller and registration of the transfer of ownership in the Land Register,

–        translation services provided by an interpreter during such authentication in order to assist the representative of that legal person who does not have a command of the language of the authentication procedure,

are not covered by the prohibition on the provision of legal advisory services to such a legal person, laid down in that provision.

[Signatures]

*      Language of the case: German.

i      The name of the present case is a fictitious name. It does not correspond to the real name of any of the parties to the proceedings.