9.3.3 Vouchers (except SPVs) embody the right to a future supply, not a right as such.

As mentioned in the previous Section (Section 9.3.2), under the current EU VAT rules, issuing or transferring an SPV is regarded as the supply of the goods or services to which that SPV relates.1 I will now elaborate on why in my view, issuing or transferring any other voucher should be considered the supply of an instrument evidencing the right to a (future) supply of goods or services and not the supply of a right as such (from an EU VAT perspective).

When a person goes to a shop to buy a voucher, for example a book token as a present for a friend, the aim of that transaction is actually the purchase of that voucher. From a legal perspective, a ‘complete’ transaction takes place: the supplier of the voucher receives the agreed consideration in return for the supply of a voucher that represents a certain value or right. For the average consumer, issuing a voucher can be the aim of a transaction. Why would this be different ‘in the world of VAT?’.2

Vouchers may be used as a result of the fact that a transaction is split into separate elements (payment and actual supply), for various different reasons. In those cases, the voucher is only a means to provide evidence that part of the obligations under the agreement has been fulfilled. This is usually (part of) the payment. In other cases, the voucher may embody a certain right, e.g. a right to a discount. Again, in that example the voucher itself is not the object of the transaction – it only serves as (the embodiment of) ‘proof’ of the fact that the holder is entitled to a discount on the price of a supply. Of course, as mentioned before, using vouchers can be a means of achieving certain goals,3 but this does not change the fact that from a VAT perspective, in my view, the issuing and the supply of vouchers is not the actual object of a transaction.

It is possible that vouchers are purchased because the purchaser actually wants to obtain the voucher itself and not because he wishes to purchase the underlying transaction. This can, for example, be the case with gift cards: some people are afraid that they may buy someone a present that the recipient will not be happy with, and to avoid that, they give him/her a gift card instead. Rather than giving cash, by giving a gift card they can at least give an indication of the type of present that they were considering, e.g. by giving a book token or a theatre voucher, or of what (type of) shop they thought the recipient of the voucher would like to get his/her present from. Even though the intention of the purchaser is obviously to purchase a specific voucher of a specific value, from a VAT perspective, the purpose of the transaction is not to provide the recipient with a voucher, but to ultimately enable the recipient to choose which underlying supply (of a good and/or service) he will obtain: a present of his own choice. Therefore, in my view, for VAT purposes the voucher in this example is not the object of the ‘total transaction’ but just a means of directing or limiting the spending potential of a certain deposited or designated amount of money.

People may need a voucher to actually obtain the goods or services that the voucher embodies a right to, but this does not mean that the voucher is the object of the transaction. Rather, as I said above, this proves that the vouchers should be considered to represent/embody proof of the fact that the holder is entitled to certain goods or services or a discount. Vouchers grant the holder the right to be party to the underlying transaction or a preferential treatment, e.g. a discount on the price of an underlying transaction. And because in a lot of cases, the holder can be anyone, the voucher is the required proof that the holder is actually entitled to receive the part of the agreed transaction that the voucher allows the holder to obtain.

Not only the issuing of a voucher, but also the (subsequent) supply of a voucher for consideration by someone else than the issuer is, in my view, not a transaction where the voucher is the actual ‘purpose’ or ‘object’ of the transaction. In these cases, making a supply of goods or services upon redemption of the voucher may not be the ultimate purpose of the transaction, but for these businesses, the voucher still only represents proof that the holder is actually entitled to receive the part of the agreed transaction that the voucher allows the holder to obtain. The object or the purpose of these resellers is to make a profit, for example by providing a marketing or distribution service for consideration to the issuer of the voucher or by adding a margin to the purchase price of the voucher when selling it. The voucher itself is not relevant as such. This is different for businesses that resell SPVs in their own name, because even if the vouchers are not the purpose or aim of the transaction outside the world of VAT, the EU VAT Directive dictates that businesses transferring an SPV in their own name shall be regarded as supplying the goods or services to which the voucher relates.4

Further support for my view that a voucher is not the aim or purpose of a transaction can be found in the European Commission’s original proposal for the VAT treatment of vouchers.5 In this original proposal, the Commission proposed to include the following provisions in the EU VAT Directive: “The supply of a voucher carrying a right to receive a supply of goods or services and the subsequent supply of these goods or services shall be regarded as a single transaction. This single transaction shall be treated in the same way as a supply of goods or services had the goods or services not been supplied through the use of a voucher”6 and “Where a single transaction as referred to in Article 30b consists in the supply of a multi-purpose voucher and a subsequent supply of goods or services, the redeemer shall be regarded as having carried out the taxable supply”.7

The Commission explained its reason for proposing these provisions as follows: “Under the terms of this article, where a voucher bears a right to a supply of goods or services, the supply of this right and the subsequent supply of goods or services are linked and shall be regarded as a single transaction. Since the tax treatment of this single transaction shall be the same as that which would have been applied had the goods or services not been supplied through the use of a voucher, the place of supply and the applicable rate should be determined by the goods or services supplied” and “The paragraph to be included in this article, clarifies that it is always the redeemer (…) who carries out the taxable supply of goods or services and is therefore the person liable for payment of VAT. This is significant where the issuer and the redeemer of the voucher are not the same person. Only the redeemer knows what has been supplied and where and when that supply took place”.8 It should be clear that the Commission shared my view that issuing a voucher is not a taxable supply in its original proposal. As mentioned above in the first paragraph of this Section, the Commission changed this view where it comes to the VAT treatment of the transfer of SPVs.

Based on the above, in my view, vouchers (except SPVs) embody the right to a future supply, not a right as such.