Notarial blog and other practical content

Attached (HERE) is a link to Royal Decree-Law 31/2026, dated October 20, on improving Social Security protection and other social regulations, which introduces substantial changes to access to the system’s benefits. With regard to common-law couples, the regulation significantly relaxes the requirements for granting a widow’s pension, adapting the protection to the social reality of families who lived together in a stable relationship but had not previously completed the formal registration process.

Specifically, the new regulation amends Article 221 of the General Social Security Law, establishing that, in cases where a domestic partnership has children in common, neither registration in an official domestic partnership registry nor the formalization of the union in a public document will be required. In these cases involving children in common, it will be sufficient to provide reliable proof (usually through a certificate of residence) of a stable and well-known cohabitation for a period of at least two uninterrupted years immediately prior to the death, in addition to meeting the other general eligibility requirements.

With regard to its effective date, this regulation was published in the Official State Gazette (BOE) on October 21, 2026, and took effect the day after its publication—that is, on October 21, 2026—without prejudice to its subsequent parliamentary review for ratification.

Attached (HERE) is a link to Royal Decree-Law 29/2026, which directly affects acquisition, financing, transfer, and lease transactions executed before a notary public. In a nutshell, the following aspects are worth highlighting:

• Purchase Price Limit for Large Property Owners and Vulture Funds (70% Limit): Until December 31, 2030, large property owners and entities engaged in the purchase of real estate or portfolios of delinquent loans are prohibited from acquiring residential properties (whether for free or for a fee) at a price or consideration less than 70% of their market appraisal value as determined by an accredited appraisal firm. An independent appraisal report must be provided at the time of sale, with the sole exceptions being purchases for social housing, assisted living, or by public entities.
• Mandatory registration of “major property owner” status: To determine the threshold for major property owner status (an owner of more than 10 residential properties or more than 1,500 m² of floor area, or 5 properties in high-demand areas), each unit suitable for residential use will be counted even if the property has not been registered as a condominium, and this status must be verified through a property registration certificate.
• Prohibition on Assigning Past-Due Mortgage Loans and Right of First Refusal: It is expressly prohibited to assign past-due mortgage loans whose borrowers are covered by the Code of Good Practices (Royal Decree-Law 6/2012). Furthermore, when assigning any mortgage loan on a primary residence, the borrower must be legally notified; if the borrower meets the vulnerability criteria within the following 6 months, the assignor is obligated to repurchase the loan for the same price as the assignment.
• ‍Non-Waiver of the Right of First Refusal and Joint Sales: Agreements in which the tenant waives the right of first refusal or the right of repurchase in lease agreements are prohibited. In the event of a joint sale of multiple dwellings or assets, the deed must itemize and establish the individual price allocated to the leased dwelling based on objective criteria (such as the reference value or appraisal).
• Movable Property Mortgages on Industrialized Construction: The Movable Property Mortgage Act has been amended to allow for the creation of a movable property mortgage on the set of industrialized components manufactured in a controlled environment and intended for construction (prefabricated modules), thereby facilitating secured financing prior to on-site assembly.
• Mortgage Guarantee and Maximum Price Condition of the “TU CASA” Program: First-time home purchases financed with ICO loans under the “TU CASA” program (up to €50,000 at 0% interest) must include, as a mandatory requirement, a provision in the public deed of purchase and in the Land Registry stating that the property is permanently subject to a maximum sale price (purchase price adjusted for the CPI) and a maximum rent if the property is rented out.
• Protection of Public Assets (CASA 47): Deeds of sale for homes owned by the state entity CASA 47 or for residential lots transferred by it must include a binding, lifetime registration clause: the resale price may never exceed the highest subsidized housing rate in the autonomous community.

Attached (HERE) is a link to the Instruction dated September 29, 2026, issued by the General Directorate of Legal Security and Public Trust (DGSJFP), which updates the criteria for certifying the establishment and validity of the ten-year insurance guarantees under the Building Regulations Act (LOE) before notaries and property registrars, adapting the procedure to the use of new technologies and the framework for electronic signatures. These are the main changes or aspects to keep in mind:

• Validity of Qualified Electronic Signatures: Guarantee certificates and supplements to their entry into force that are digitally signed by insurance companies are recognized as fully valid, granting them legal effect equivalent to a handwritten signature in accordance with the European eIDAS Regulation and national legislation.
• Technical Requirements for Authenticity and Format: To ensure that the digital document is not rejected by the notary or registrar, it must meet three security requirements: it must include a Secure Verification Code (CSV) or QR code to verify its authenticity on the insurer’s website, maintain the integrity of the signatures in an appropriate format (such as PAdES/PDF), and be backed by a certificate from a Qualified Trust Service Provider.
• Electronic Submission and Registry Processing: The system enables the direct submission of the electronically signed PDF file to the notary for the authorization of the certificate of completion and its certification in the original record; it also serves to validate the guarantee with the Property Registry through its electronic submission via the electronic portal of the Association of Registrars.

Attached (HERE) is a link to Communication 3/2026, dated March 8, from the Centralized Prevention Body (OCP) of the Notarial Profession, regarding the amendments introduced by Royal Decree 813/2026 to the Regulations on the Prevention of Money Laundering and Terrorist Financing. The new regulation introduces significant changes, among which the following are noteworthy:

• Until now, certain notarial procedures that had no monetary value (documents with no monetary amount) or were not considered important were exempt from anti-money laundering controls. However, under the new regulations, it will now be mandatory to identify and verify the identity of clients in absolutely any transaction or document, regardless of whether it involves a monetary amount (for example, in notarial deeds, witness statements, etc.).
• In addition, when conducting remote transactions via video signature, extreme precautions must be taken and new technical controls must be implemented to ensure the authenticity of the identification documents of the “video signers,” as well as to guarantee the preservation of the recording of the process and the biometric verification of the parties involved (in order to prevent identity theft fraud involving AI, pre-recorded videos, etc.).
• With regard to internal organization, the new Article 31.1 eliminates the possibility that smaller notary offices might circumvent internal control standards. All notary offices, regardless of size, must apply exactly the same prevention policies.
• At the same time, the role of the Centralized Prevention Body (OCP) is being strengthened; it will now be officially responsible for approving the internal control measures required of the entire organization, as well as the protocols for responding to financial sanctions or embargoes imposed by the European Union.

Attached (HERE) is a link to Supreme Court Decision No. 1,025/2026, dated September 21, which resolves a dispute over whether the government’s use of the method for verifying values based on the appraisal of mortgaged properties (provided for in Article 57.1.g of the General Tax Law —LGT) requires prior justification of additional reasons for the discrepancy with the actual value, or whether the mere finding of a discrepancy between the declared value and the value reflected in the mortgage appraisal constitutes sufficient justification.

According to the main facts of the case, certain taxpayers purchased a home in Boadilla del Monte and declared a price of 437,000 euros on their self-assessment form for the Tax on Property Transfers and Documented Legal Acts (ITPAJD). The tax authority of the Community of Madrid initiated a valuation review and issued a supplemental assessment based on the property’s mortgage appraisal value, which amounted to 661,217.44 euros. After the claim was dismissed by the Madrid Regional Tax Appeals Tribunal (TEAR), the taxpayer filed an administrative-litigious appeal with the Madrid High Court of Justice, which upheld the appeal on the grounds that the mortgage appraisal alone did not determine the market value without specific additional justification demonstrating its correspondence to the actual value.

Finally, the Supreme Court upheld the appeal filed by the Community of Madrid, overturned the lower court’s ruling, and dismissed the administrative appeal, thereby confirming the tax assessment. The Chamber’s main legal arguments establish that the requirement to provide grounds for initiating the audit is deemed to have been met when there is a significant difference between the declared value and the value assigned in the mortgage appraisal contained in the loan deed. Thus, the tax authority may use this method as an appropriate means of verification without first having to establish evidence of concealment or fraud, and it is up to the taxpayer to rebut that value if they consider it incorrect. We should take this circumstance into account when advising our clients.

Attached (HERE) is a link to the Resolution of May 25, 2026, issued by the General Directorate of Legal Security and Public Trust, ruling on the appeal against the decision by the Adeje registrar that suspended the change of use of certain premises to residential units based on long-standing use. The crux of the dispute lies in determining whether a change of use based on urban planning prescription is registrable when a preventive annotation is on record in the Registry due to an urban planning disciplinary proceeding resulting from unlicensed construction work.

In fact, the registered company formalized the change of use through a notarized deed based on the age of the dwellings. The registrar suspended the registration upon verifying that there was an urban planning annotation on the properties regarding construction work carried out without a valid permit. In response, the appellant filed an administrative appeal, arguing that the annotation was of a precautionary nature and that a municipal legalization permit was being processed.

Finally, the General Directorate dismisses the appeal and upholds the registrar’s decision. Its arguments are based on the fact that Article 52 of Royal Decree 1093/1997 expressly requires, as a condition for registration based on seniority, that there be no record in the Registry of any entry related to an urban planning disciplinary proceeding. Furthermore, it notes that documents regarding subsequent proceedings not initially submitted cannot be considered in the appeal process, as legal certainty takes precedence over irregular urban planning actions that have not been legalized.

Attached (HERE) is a link to the 2026 update of the Bank of Spain’s Compendium of Good Practice Criteria. This document serves as a reference guide in which the supervisory authority compiles and updates the conduct guidelines that financial institutions must follow in their dealings with customers. Its purpose is to promote transparency, fairness, and proper regulatory compliance in banking operations, while also serving as a guiding framework for resolving complaints.

This update highlights the following new features and clarifications applicable to the administration of probate cases:

• Disposition of Balances and Related Products: It is not considered good banking practice to make the release of a checking account balance contingent upon the settlement of other products linked to that account (notwithstanding that the account cannot be closed until the processing of such products is complete), nor to require, for that purpose, that the heirs assume the deceased’s loans.
• Blocking of Bills and Proof of Death: When a claim concerns the entity’s obligation to block or prevent the billing of charges not related to the maintenance of the estate, it is essential that the claimant heir provide reliable proof of the date on which he or she notified the entity of the account holder’s death.
• Subrogation in Loans and Assumption of Costs: In cases of subrogation by operation of law of the heirs to the deceased’s debt, if the lender requires that such subrogation be formalized in a new public deed (a practice permitted under its risk policy), the costs associated with the transaction (notary, registry, administrative agency, etc.) must be borne entirely by the lender.

Attached (HERE) is a link to Judgment No. 684/2026, dated May 6, issued by the Civil Chamber of the Supreme Court, which resolves a dispute regarding whether the exception to the urban tenant’s right of first refusal provided for in Article 25.7 of the Urban Leases Act (LAU), relating to “joint sale”, applies when an entity acquires, at an insolvency auction, a significant portion of the properties in a housing development (54 out of a total of 65 properties belonging to the insolvent entity within a complex of 71 homes), with a single, lump-sum price set for the transaction.

Regarding the main facts of the case, the plaintiff was the tenant of a single-family home located within a residential complex in Huelva, whose original owner had filed for bankruptcy and entered the liquidation phase. Pursuant to that plan, the defendant acquired a block of 54 properties through a single deed and for a combined total price of €7,749,538.86; the tenant was subsequently notified of the acquisition and the subrogation under the lease agreement. The plaintiff exercised the right of first refusal under Article 25 of the LAU, which was dismissed both at first instance and by the Provincial Court of Huelva on the grounds that the global sale was equivalent to a bulk or joint sale that precluded individual exercise of the right of first refusal.

Finally, the Supreme Court grants the appeal filed by the plaintiff, overturns the Provincial Court’s judgment, and grants the claim in its entirety, recognizing the tenant’s right to lease the property under the same conditions and at the same price as those of the award. The Chamber’s main legal arguments are based on its established doctrine (as set forth in recent plenary rulings) regarding Article 25.7 of the LAU, noting that the exception to the “joint sale” applies strictly only when the subject matter of the transfer comprises all the properties or units owned by the landlord in the building or housing development, or all the apartments in the building. Given that, in the case under review, the purchaser did not acquire all of the properties belonging to the bankrupt party nor the entire residential complex (since there were properties belonging to other owners and third parties), the legal requirements for exclusion are not met; therefore, the general rule on the right of first refusal applies, as this involves a physical and independent unit.

Attached (HERE) is a link to the Resolution of June 10, 2026, issued by the General Directorate of Legal Security and Public Trust (DGSJFP), rendered in the appeal filed by a commercial entity against the refusal of the Third Commercial Registrar of Seville to register a deed formalizing corporate resolutions. The crux of the legal dispute lies in determining whether a provision in the articles of incorporation is admissible and registrable that imposes on all shareholders an ancillary obligation to sign and faithfully comply with a shareholders’ agreement or family protocol, the full content of which is not transcribed verbatim in the articles of incorporation but is incorporated by means of an express reference to a duly identified public deed.

The case originated at a general meeting of the company, where it was unanimously agreed to amend the articles of incorporation to include a provision regarding ancillary benefits linked to a shareholders’ agreement formalized in a public deed dated the same day. Upon submission of that deed to the Seville Commercial Registry, the registrar suspended its registration, finding that the clause violated Article 86.1 of the Capital Companies Act (LSC) because the specific and defined content of the contribution was not directly stated in the text of the articles of incorporation, which, in the registrar’s view, violated the principles of legality and public notice in the registry with respect to future purchasers. Disagreeing with this ruling, the company’s legal representatives filed an administrative appeal with the DGSJFP.

Finally, the General Directorate of Legal Security and Public Faith grants the appeal and overturns the registrar’s ruling, declaring the statutory clause to be fully lawful. Among its main legal arguments, the Directorate General reiterates its established doctrine, maintaining that the legal requirement for “specific and definite” content does not demand a literal and exhaustive transcription in the articles of incorporation; rather, it is sufficient that the subject matter of the consideration be objectively determinable through a clear reference to an identified public document. Likewise, it maintains that characterizing compliance with a shareholders’ agreement as an ancillary obligation is a perfectly valid technical means of giving such agreements corporate effect without infringing upon the autonomy of the parties, and that the future shareholders’ awareness of the terms is ensured through the private negotiation itself prior to the acquisition of the shares.

Attached (HERE) is a link to Supreme Court Ruling No. 1,060/2026, which resolves a dispute in which the issue is whether the reduced 4% tax rate under the ITPAJD for the purchase of a primary residence by a large family is applicable when, at the time the tax becomes due, the taxpayer does not yet formally hold that status because the third child is still in the womb (nasciturus), even though the child was subsequently born alive.

In the facts giving rise to the case, a married couple purchased a home on June 24, 2020, while the mother was pregnant with their third child, who was born in July. After self-assessing their tax liability at the general rate of 6%, they requested a refund of overpaid taxes. The Community of Madrid denied the claim, but the Madrid Regional Tax Appeals Tribunal (TEAR) and, subsequently, the Madrid High Court of Justice upheld the taxpayers’ claims by applying Article 29 of the Civil Code to consider the unborn child as having been born for favorable purposes.

The Supreme Court dismisses the appeal filed by the Community of Madrid and establishes as legal doctrine that the reduced tax rate applies if the third family member was a conceived but unborn child who subsequently survives after birth. The main arguments are based on a teleological interpretation that protects the family (Article 39 of the Constitution) and on the doctrine of the Constitutional Court. The Chamber concludes that the legal fictionof the nasciturus allows for the fulfillment of the substantive requirement for the immediate accrual of the tax, without altering the declaratory nature of the large family status.

Attached ( HERE ) is a link to the Resolution of May 12, 2026, from the Directorate General for Legal Security and Public Faith, which analyzes the appeal filed by a notary against the qualification note issued by the Property Registrar of Vila-seca. The case concerns the formalization of a current account credit agreement secured by a mortgage, granted by a commercial company to a private debtor. The agreement expressly states that the company does not habitually or occasionally engage in granting financing, nor does it have such a corporate purpose. Furthermore, it establishes conditions that are uncommon in the professional market, such as low interest rates, no opening fee, and a prohibition on assigning the credit.

The Property Registrar suspends the registration of the title, considering that the operation is subject to the Law Regulating Real Estate Credit Contracts (LCCI), arguing that the accrual of interest gives professional character to the crediting entity and that the granting of financing to a consumer fits within the provision of article 2.1 in fine of the LCCI, which extends the application of the rule to those who grant loans "even occasionally, with an exclusively investment purpose".

The Directorate General for Legal Security and Public Faith upheld the appeal and overturned the Property Registrar's decision. In reaching this decision, the Directorate established the doctrine that the phrase "occasionally" in Article 2.1 of the LCCI (Law on Credit Transactions) cannot be interpreted as encompassing a single loan or credit, but rather requires a certain frequency or repetition in the lending activity (suggesting as an objective parameter not having participated in two or more transactions in the last four years). Thus, it concluded that, since this was a current account credit granted within the framework of a special relationship and without a specific investment purpose or proven habitual activity, the transaction is excluded from the mandatory scope of the LCCI.

Attached ( HERE ) is a link to the Resolution of May 7, 2026, from the Directorate General for Legal Security and Public Faith, which addresses the appeal filed against the refusal of the Property Registrar of Ponteareas to cancel a resolutory condition. The case arises when a notarial deed of notoriety, along with the consent of two heirs, is presented to the Property Registry, requesting the cancellation of a resolutory condition established as a guarantee of obligations to perform (care and assistance to a deceased person) pursuant to Article 82, paragraph five, of the Mortgage Law, alleging the expiration of the civil statute of limitations for such actions.

The Land Registrar denied the requested cancellation, understanding that Article 82.5 of the Mortgage Law only applies to resolutory conditions guaranteeing a deferred payment with a fulfillment period specified in the Registry, not to personal obligations to perform a specific act. She based her decision on the fact that, to cancel a resolutory condition of this type due to expiration, where the fulfillment date is not specified, Rule Eight of Article 210.1 of the Mortgage Law is mandatory. This rule requires the lapse of forty years from the last entry relating to the ownership of the security (or twenty if a claim is on record), a period that has not yet elapsed since its registration in 2000.

The Directorate General for Legal Security and Public Faith dismissed the appeal and upheld the Property Registrar's qualification note. To justify its decision, the Directorate doctrinally delineated the difference between the cancellation under Article 82.5 of the Mortgage Law (based on the civil statute of limitations for actions related to mortgages or deferred payments with a specific registration maturity date) and the special expiration regime of Article 210.1, Rule Eight, of the same Law. Thus, it established that the cancellation of resolutory conditions guaranteeing complex performances or obligations to act without a maturity date recorded in the Registry does not fall under the exception of Article 82.5. Therefore, it requires the express consent in a public deed of the registered owner (or their heirs), a final court ruling, or strict compliance with the forty-year registration expiration period stipulated in Article 210.1.8.

Attached ( HERE ) is a link to Judgment No. 522/2026, of July 29, from the Criminal Chamber of the Supreme Court (STS 3589/2026), which analyzes the criminal liability of a notary in the execution and registration of a public instrument. The case arises when, after reading a deed of sale with mortgage subrogation, the notary believes that all parties present agree to the text and invites them to sign. With the well-founded conviction that all parties have signed the document, the notary authenticates the deed with his own signature and public seal, without noticing that one of the parties has intentionally omitted to sign.

The prosecution accuses the notary of falsifying a public document by attesting that all parties present had signed in his presence. The court, however, maintains that there was no intent to deceive, as the notary mistakenly believed the formalization was complete, and dismisses the possibility of gross negligence. It argues that the omission stemmed from an action by one of the parties present and that the missing signature went unnoticed by all the professionals and parties present at the signing.

The Supreme Court dismissed the accusation and upheld the notary's acquittal, declaring his conduct not to constitute a criminal offense. The court established as notarial doctrine that the failure to physically verify one of the signatures at the time of authorization does not constitute intentional forgery when the notary acts under the belief of its authenticity. Furthermore, it determined that this type of formal oversight in the signing procedure represents, at most, minor negligence that does not reach the level of severity required by Article 391 of the Criminal Code to punish reckless forgery in the performance of notarial duties.

This case reminds us of the importance of verifying that all grantors sign the public deed.

Attached ( HERE ) is a link to the Resolution of May 14, 2026, from the Directorate General for Legal Security and Public Faith, which resolves an appeal filed against the negative ruling of the Property Registrar of Pontevedra No. 2 regarding a deed of sale. The case arises when a public deed of sale executed in 2022 is submitted for registration in 2025. At the time of submission, the Tax Identification Number (NIF) of the selling company had been revoked by the Tax Agency and published in the Official State Gazette, even though said NIF was fully valid when the public deed was authorized.

The Property Registrar denies the registration of the public document because the revocation of the NIF of the selling entity is formally recorded in the BOE, basing her decision on the fact that tax legislation imposes an absolute registry closure that prevents access to the Registry books of any legal transaction granted by a commercial company that does not maintain its tax identification number fully enabled on the date of the qualification.

The Directorate General for Legal Security and Public Faith dismissed the appeal and upheld the Property Registrar's decision. In justifying its decision, the Directorate applied the criterion for registration closure for tax reasons established in the Sixth Additional Provision of the General Tax Law, clarifying that the rule imposes a dual, independent veto that prohibits both the notarial authorization of documents and access to any public registry. Therefore, the registration prohibition takes effect at the precise moment the title is presented to the Registry, and it is irrelevant whether the revocation of the Tax Identification Number (NIF) occurred after the execution of the deed or whether the acquirer was unaware of this circumstance.

Attached ( HERE ) is a link to the Resolution of May 14, 2026, of the Directorate General of Legal Security and Public Faith, in which the appeal filed against the qualification note of the Property Registrar of Malaga No. 10 is analyzed. The factual scenario occurs when the registration of a supplementary notarial act that rectifies the areas of a deed of extension of a completed new construction (modifying the main house, the guest house, the garage and the swimming pool by means of a new technical certificate) is sought without previously proving the presentation of the document to the Tax Administration for its timely tax settlement.

The Property Registrar suspends the qualification and registration of the document based on articles 254 and 255 of the Mortgage Law, considering that the alteration of the initially declared surfaces may affect the tax value of the new construction for the purposes of the Tax on Documented Legal Acts (variable fee), so that, for this reason, he concludes that the document must be presented beforehand to the competent tax authorities to verify compliance or non-liability of the taxable event.

The Directorate General for Legal Security and Public Faith has dismissed the appeal and upheld the Property Registrar's decision. In reaching this decision, the Directorate applied the principle of registration closure for tax reasons, reiterating that the lack of proof of payment, exemption, statute of limitations, or non-liability for the tax automatically suspends the registration process and the registration itself. Furthermore, it reasoned that, except in cases of clear and unequivocal non-liability, the registrar cannot be compelled to assume tax-related powers to exempt a transaction from the tax procedure, and that the requirement for prior verification by the competent tax authority is entirely legitimate.

Attached ( HERE ) is a link to the Resolution of May 18, 2026, from the Directorate General for Legal Security and Public Faith, which addresses the appeal filed against the decision of the Property Registrar of Arnedo suspending the declaration of a new construction. The case arises when a commercial entity seeks to register in the Property Registry the declaration of a building that, as an indivisible architectural unit, sits on two separate registered properties located in different municipalities, requesting the unification of the registration and the transfer to the registry where the majority of the surface area is located, pursuant to Articles 2 and 3 of the Mortgage Regulations.

The Land Registrar suspended the requested registration, deeming the prior consolidation of both properties essential. She based her decision on the fact that the building forms an indivisible structural unit whose parts lack independent use or enjoyment. Furthermore, she warned that allowing the registration of the construction on separate properties violates the principle of specificity in land registration, as it opens the door to the transfer of one property without the other, thus creating serious legal vulnerability.

The Directorate General for Legal Security and Public Faith has dismissed the appeal and upheld the Registrar's decision. In justifying its ruling, the Directorate applies the principle of specialty and the inseparability of the unitary building, clarifying that this is not a single pre-existing property spanning two municipalities that would allow for the transfer of a registry entry, but rather two separate registered properties. Therefore, since the building indivisibly occupies both plots, prior consolidation is mandatory and essential for registration, and the resulting property must then be registered in the Property Registry where the majority of its surface area is located.

Attached ( HERE ) is a link to a video training session, promoted by the Notary Foundation, in which Mr. Ricardo Cabanas Trejo, Notary of Fuenlabrada (Madrid), gives an interesting session of practical notarial training, dedicated to the study of the dissolution and liquidation of capital companies.

The session addresses the dissolution and liquidation of capital companies from a threefold perspective: first, the legal personality of the company in this phase and its effects on the management body; second, the actions that during this process may require a notarial public instrument; and finally, an analysis of the options that, under the autonomy of the partners' will, can be adopted in the liquidation operations of the company.

For your viewing and careful study, given the commonality of this type of operation in notarial-commercial practice.

Attached ( HERE ) is a link to the Resolution of May 19, 2026, from the Directorate General for Legal Security and Public Faith (published in the Official State Gazette on August 11, 2026), which analyzes the appeal filed against the refusal of a Mercantile Registrar to register the corporate resolutions for the dissolution and appointment of a liquidator of a limited liability company. The case arises after the death of one of the partners, whose representation at the general meeting where these resolutions are adopted is exercised by the administrator of the estate, a situation that raises doubts about the validity of the quorum and the adoption of resolutions in the company in a state of insolvency.

The Commercial Registrar denies the registration of the dissolution, considering that there are defects in the accreditation of the legitimacy and representation of the representative of the dormant estate to vote in the general meeting, considering that the lack of formal acceptance of the inheritance or determination of the heirs invalidates the representation of the hereditary estate in the adoption of corporate agreements of such importance.

The Directorate General for Legal Security and Public Faith upheld the appeal and overturned the decision of the Mercantile Registrar. To justify its decision, the Directorate applied the legal principle of protecting the company's interests and the need to prevent the company's permanent paralysis. Legal doctrine recognizes the legitimacy of the representative or administrator of an intestate estate to exercise shareholder rights in acts of preserving or liquidating the company's assets. Therefore, the participation of the intestate estate, represented at the shareholders' meeting to agree to the dissolution and appoint a liquidator, was entirely valid, thus allowing the registration of the agreement.

Attached ( HERE ) is a link to the Resolution of April 27, 2026, from the Directorate General for Legal Security and Public Faith (published in the Official State Gazette on August 8, 2026), which addresses the appeal filed against the refusal of a Mercantile Registrar to record a formal publicity entry in the company's registry entry. The case arises from a request made by a secured creditor to record, by means of a marginal note in the Mercantile Registry, the creation of a pledge on the shares of a public limited company and, in particular, the contractual agreement by which the creditor is granted the exercise of the shareholder rights inherent to said shares.

The Commercial Registrar denies the marginal note, basing his decision on two main reasons: firstly, the lack of a valid registrable title that meets the formal and legal requirements under Spanish law for its registration; and secondly, on a substantive level, because the claim to reflect that the rights of the partner pass to the pledgee creditor is in direct contradiction with the statutory rules of the company, which expressly provide that, in the case of pledge of shares, the exercise of the status of partner and its related rights correspond in all cases to the shareholder owner.

The Directorate General dismisses the appeal and upholds the decision of the Mercantile Registrar. In reaching this decision, the Directorate uses as its legal criterion the principle of subordination of the freedom of contract to the registered articles of association, since the Capital Companies Act establishes that the legal and statutory regime prevails over private agreements between the contracting parties vis-à-vis the company and third parties. Therefore, given that the articles of association stipulate that the exercise of shareholder rights remains within the sphere of the shareholder, it is not permissible to register a contrary agreement that modifies said statutory regime.

Attached ( HERE ) is a link to Law 8/2026, of July 2, on the eradication of asbestos in Catalonia ( effective October 3 ), which establishes a regional framework for the detection, control, and progressive elimination of asbestos-containing materials (ACMs) to mitigate their serious risks to public health. In the real estate market, the law requires sellers to provide a certificate of asbestos presence or absence in any transfer of ownership of a property for consideration (not just sales or rentals).

For further practical information, a note from the Notarial Association of Catalonia is attached ( HERE ), providing more details on this matter. Specifically, although the law does not explicitly establish the delivery of the certificate as a requirement for the validity of the transaction, nor does it formally prohibit the notary from authorizing the deed, its omission constitutes a breach attributable to the transferor, classified as a minor infraction (Art. 53.c), with penalties ranging from €100 to €3,000. Furthermore, the lack of the document deprives the acquirer of the information that the law seeks to guarantee and generates a high risk of registration closure ; therefore, the Board of Directors of the Notarial Association of Catalonia concludes that the most prudent solution is to always require its provision .

Pending the regulatory development that will define the issuing authority and create the Register of qualified companies and professionals (whose registration will be mandatory), the certificate is temporarily required to attest, at a minimum, to the absence of visible asbestos or, if present, its condition and the level of risk it poses to people. Until these regulations are approved, the notarial interpretative note indicates that the document may be issued by a professional with appropriate technical qualifications, such as a registered architect, building engineer, or registered engineer.

Attached (HERE) is a link to Binding Ruling V0807-26, issued by the Subdirectorate General for Property Taxes, Fees, and Public Prices of the Directorate General of Taxes (DGT) on April 13, 2026, which analyzes the tax treatment applicable to testamentary partition transactions when settlement agreements between heirs are incorporated. The ruling examines the definition of the taxable event for Inheritance and Gift Tax (Article 3 of Law 29/1987 and Article 12 of the Inheritance and Gift Tax Regulation) as opposed to the regime governing settlements under the Tax on Property Transfers and Stamp Duty (Article 14.5 of the Consolidated Text of the Tax on Property Transfers and Documented Legal Acts (TRLITPAJD) and Article 28 of its Regulations), in accordance with the concept of a transaction set forth in Article 1,809 of the Civil Code.

The case at hand concerns an inheritance in which, following a court ruling that ordered the inclusion of the family household goods and five properties in the comprehensive inventory, the five heirs seek to formalize the allocations in a single notarial deed of registration. In that deed, they propose to include a settlement agreement whereby one of the heirs, who was awarded the main property, waives part of his or her share and the distribution by lottery of the remaining four properties, with the other co-heirs accepting the granting of rights of way and other judicial provisions. The dispute centers on whether this comprehensive process can be classified as a single act of estate partition subject exclusively to the inheritance tax (ISD) regime.

The DGT concludes that the document cannot be considered a single act of estate partition, since agreements that alter the provisions of the will or the inheritance laws constitute separate legal transactions inter vivos. Consequently, if the waivers and concessions involve a lucrative alteration made out of a spirit of generosity, they will be taxed as a gift under Article 3.1(b) of the Inheritance and Gift Tax Act (ISD); if, on the other hand, they constitute onerous concessions or exchanges arising from the transaction, they must be taxed in accordance with the corresponding category of the Tax on Documented Legal Transactions and Stamp Duty (ITPAJD).

Attached (HERE) is a link to Law 13/2026, of August 3, amending the Civil Code of Catalonia regarding support for the exercise of individuals’ legal capacity, which definitively consolidates the reform of this area in Catalonia (it repeals Decree-Law 19/2021, which was adopted on an emergency basis to adapt the Civil Code of Catalonia to State Law 8/2021) and introduces significant new provisions and adjustments to notarial practice compared to the previous provisional regulations. The main changes from the previous situation are organized around the following key areas:

1. Definitive elimination of the substitution of will: This strictly establishes non-representative assistance as the central concept. The grantor appears and signs the document in person; the assistant is present or gives consent. Powers of representation become exceptional, must be formally defined, and may be invoked only when the person is unable to express their will in any way, even with reasonable accommodations.

2. Strengthening the notarial document regarding voluntary attendance:

• Previous system: While voluntary arrangements made before a notary public did exist, the regulatory framework established by Decree-Law 19/2021 left ambiguities regarding the precedence of voluntary measures over judicial ones when family disputes arose.
• Law 13/2026: Establishes the absolute priority of notarial self-regulation; that is, what a person agrees to before a notary in a public deed is binding on third parties and on the judicial authority itself, unless an abuse of the measure or a defect in consent is proven.
• It allows for greater flexibility in establishing tailored safeguards within the notarial deed itself (accountability systems, auditors, quantitative limits on the assistant’s authority to approve, etc.) without the need for systematic judicial approval or oversight.

3. Definition of acts requiring notarial assistance:

• Previous system: There was a certain degree of rigidity in applying the old list of "acts requiring judicial authorization for a guardian" to the role of a volunteer assistant, which required frequent visits to court for complex financial transactions (e.g., sales of high-value assets).
• Law 13/2026: Clarifies that when a person with a disability acts with the support of his or her assistant (who merely supplements the person’s capacity) in notarial transactions (sales, encumbrances, gifts, and separations), prior judicial authorization is not required, provided that the grantor has so provided in the instrument of incorporation or that the general rule of support applies.
• The responsibility for substantive review and safeguards rests with the authorizing notary, who verifies that the supporting measure is consistent with the deed to be executed.

4. The Notary’s Active Role (Reasonable Adjustments and Discretion):

• Previous system: The notary's assessment traditionally focused on verifying the "capacity or mental clarity" at the time of execution.
• Law 13/2026: Amends the role of the notary, shifting the focus from assessing legal capacity to facilitating the exercise of legal capacity through the legal duty to provide reasonable accommodations (use of easy-to-read language, augmentative and alternative communication methods, or the presence of facilitators at the notary’s office).
• The notary must ascertain the person's wishes, preferences, and values, and must refrain from certifying documents if he or she detects an unresolved conflict of interest or undue influence by the assistant on the grantor's will.

5. Coordination with Law Enforcement Agencies:

• Previous system: Voluntary notarial assistance and advance powers of attorney coexisted in an ambiguous manner, raising doubts as to whether the appointment of an assistant would nullify a previously granted advance power of attorney.
• Law 13/2026: Harmonizes the coexistence of these two concepts in the Civil Code of Catalonia, establishing that preventive powers remain in effect and take precedence over judicial assistance, defining them as a mechanism for self-guardianship/support of a purely notarial nature.

6. Effective Date: February 4, 2027.

Attached (HERE) is a link to the Resolution of April 29, 2026, issued by the General Directorate of Legal Security and Public Trust (DGSJFP), which analyzes the validity of the resolution to change the corporate name of a limited liability company in light of the refusal by the Third Commercial Registrar of Alicante to register it. The applicable regulations center on Article 18 of the Commercial Code and, primarily, on Articles 409, 412, and 415 of the Commercial Registry Regulations (RRM), which govern the issuance, expiration, extension, and final consolidation of corporate name reservations.

The matter stems from the execution of a notarized deed on May 28, 2025, which formalized the name change, accompanied by a certificate of no objection from the Central Commercial Registry (RMC) issued on May 22, 2025. The deed was filed with the Commercial Registry on December 9, 2025, at which time the registrar denied registration on the grounds that the name reservation had expired because more than six months had elapsed since its issuance. The appellant’s representative argued that the certificate’s validity need only be in effect at the time the deed was executed, and that its subsequent expiration should not prevent registration.

The DGSJFP has decided to dismiss the appeal and uphold the registration assessment. The governing body explains that the RMC certificate grants a provisional reservation of six months, which is only finalized upon registration or extended by two months if the title is pending approval within that period (Art. 412.3 RRM). Since the document was submitted after the deadline on December 9, 2025 (after the reservation expired on November 22), it is not possible to extend or register an expired name, and it is irrelevant that the certification was valid when the deed was executed.

Attached (HERE) is a link to Binding Ruling V0767-26, issued by the Subdirectorate General for Corporate Taxes of the General Directorate of Taxes (DGT) on April 7, 2026, which analyzes the tax treatment resulting from a commercial corporation resident in Spain receiving a bequest. The ruling covers the application of the Corporate Income Tax Law (Articles 10.3 and 17) and the Inheritance and Gift Tax Law (Articles 1 and 3.2), as well as the applicable tax under the Tax on Property Transfers and Documented Legal Acts (Article 31.2 of the TRLITPAJD).

The scenario described involves a majority shareholder (holding 99% of the company’s capital) who plans to include in her will a bequest in favor of her limited liability company, consisting of several properties (her primary residence and parking spaces) and residual shares not allocated to her heirs (her nephews and nieces). The purpose of this provision is to incorporate the real estate into the company’s assets to ensure the continuity of its economic activity. The legal controversy centers on determining the accounting and tax treatment of the assets within the beneficiary company, their subjection to inheritance laws, and the indirect implications of the deed.

The DGT has ruled that, since the entity is a legal person, the increase in net worth received by the company is not subject to Inheritance and Gift Tax but must be taxed as corporate income tax. For accounting purposes, the transaction must be recorded directly in shareholders’ equity (account 118, “Other Contributions from Shareholders”) in accordance with NRV 18 of the PGC, but for tax purposes, Article 17 of the Corporate Income Tax Law (LIS) requires that assets acquired for consideration be valued at market value and included in the tax base for the tax period in which the transfer takes place, through the corresponding positive off-balance-sheet adjustment. Furthermore, it determines that the public deed of acceptance and incorporation of the real estate will be subject to the “Documented Legal Acts” (AJD) category of the ITPAJD tax, as it meets the requirements of registrability, a quantifiable value, and non-subjection to Inheritance Tax; consequently, the inquiry regarding the taxation of individual legatees is inadmissible due to lack of standing.

Attached (HERE) is a link to Supreme Court Ruling No. 1256/2026, dated July 21, 2026, which addresses the legal effects of exercising the purchase option under a lease-purchase agreement and the determination of ownership status following a prolonged delay in the execution of the public deed. The ruling in question focuses on the distinction between the consummation of the purchase agreement and the transfer of ownership throughlatraditio, evaluating the applicability of the doctrine of unjust enrichment as opposed to the rule attributing civil fruits to the buyer (Articles 1095 and 1468 of the Civil Code) in cases of continued occupation of the property without payment of consideration or charges.

The key events began with the tenants’ exercise of their purchase option in October 2016; the formalization of this option in a public deed was delayed until January 2020 due to disagreements between the parties regarding the applicable regulations for setting the sale price, which led to an initial legal dispute. During more than three years of delay, the purchasers retained exclusive use and enjoyment of the property without having acquired ownership due to the failure to execute the public deed and without paying any amount for rent, common area fees, property tax (IBI), or municipal taxes, all of which were borne by the selling entity. The core of the dispute centered on whether the seller was entitled to compensation for such occupancy or whether, on the contrary, the completion of the sale legally transferred the use and benefits of the property to the buyers from the moment they exercised the option.

The Supreme Court rejected the buyers’ position and upheld the award of damages, ruling that, although the exercise of the option finalized the contract, it did not transfer ownership due to the lack of thecorresponding traditio or public deed. Consequently, the buyers did not hold the use of the residence as owners, and their continued occupation without consideration generated an unjustified financial advantage in their favor and a corresponding financial loss for the seller, who also bore the full tax and maintenance burden without receiving the sale price or having access to the property. For this reason, the High Court confirms the appropriateness of applying the doctrine of unjust enrichment to determine the compensation—calculated at 50% of the rent and 100% of the expenses, property tax, and fees for the period—and orders the appellants to pay the court costs.

Attached (HERE) is a link to the Resolution of April 28, 2026, issued by the General Directorate of Legal Security and Public Trust (DGSJFP), which addresses the appeal filed by the legal representatives of a commercial corporation against the refusal of the 13th Commercial Registrar of Madrid to register a new article in the articles of incorporation (Art. 8 bis). The rejected clause stipulated that, in the event of judicial or notarial enforcement of a pledge on corporate shares due to default, the shareholder’s rights would pass to the pledgee upon prior notice. The registrar denied the registration, arguing that attributing economic rights (such as dividends) to the secured creditor constituted a transfer of assets without cause and unjust enrichment, thereby altering the nature of the pledge as a mere security interest.

In response to the denial, the appellant company argued that the registrar exceeded his authority by presuming an unlawful cause of action and failing to recognize that commercial practice supports the anti-creditor pledge. The company further emphasized that the Capital Companies Act (LSC) expressly permits amendments to the articles of incorporation regarding the regime governing shareholders’ rights. In its defense, it cited previous rulings by the Registry Office itself to argue that the registry’s classification must be limited to the text of the document without speculating on the parties’ intent, noting that similar clauses had already been registered in other companies.

Finally, the DGSJFP decides to grant the appeal and revoke the Registrar’s ruling, declaring the amendment to the articles of incorporation registrable. The governing body clarifies that Article 132.1 of the LSC authorizes companies to voluntarily grant a secured creditor the right to exercise shareholder rights. Although the wording of the clause stated that the rights “shall accrue” to the secured creditor, the General Directorate determines (through a hermeneutic interpretation consistent with the law) that the corporate provision does not transfer ownership or shareholder status, but rather merely regulates the standing to exercise such rights while the security proceeding remains in effect.

Attached (HERE) is a link to a video training session, organized by the Notariado Foundation, in which Mr. Javier Máximo Juárez González, a notary from Valencia, leads an interesting practical notarial training session focused on the termination of co-ownership, that is, the legal transaction by which a situation of co-ownership or joint ownership of a property is terminated, with the property being awarded to one of the co-owners (when it is indivisible or its division is not feasible) and, where applicable, the remaining co-owners being financially compensated for the value of their share.

The session covers interesting topics such as the essential elements of dissolution (total or partial), its tax treatment (impact on stamp duty), the treatment of excess allocations and their tax implications, as well as any associated mortgage implications.

For your review and careful study, given the frequency of this type of transaction in notarial practice.

Attached (HERE) is a link to Resolution 3/2026, issued by the General Directorate of Taxes and Gambling of the Government of Catalonia, which formalizes the change in criteria for settling taxes in Catalonia when a lifetime gift upon death with immediate delivery (donació mortis causa amb lliurament de present) is formalized.

The main change stems from the repeal, pursuant to Law 11/2026 (effective as of July 2026), of Article 632-1.4 of the Tax Code of Catalonia. Until now, the Catalan Government required these gifts to be taxed as if they were ordinary inter vivos gifts. With the repeal of this article and the alignment with binding national legal doctrine, the law now treats this transaction legally for what it is: a transfer of inheritance. The most significant practical effects for taxpayers are:

• Taxation as an Inheritance: Even if the asset is transferred immediately during the donor’s lifetime, the tax is calculated by applying the rules, tax deductions, and tax credits applicable to inheritances (under the inheritance tax regime), which are generally much more favorable than those applicable to gifts.
• Time of Payment: The tax becomes due and must be paid at the time the deed of gift is signed at the notary's office.
• 4-Year Aggregation Rule: If the donor dies within 4 years of the gift, that asset will be aggregated with the rest of the estate for the purpose of calculating the final tax.
• No Costs Due to the Revocation Clause: Including a provision that the property reverts to the donor if the donee dies first (premature death) or if the donor revokes the gift does not result in any additional taxes under the Property Transfer Tax (ITPAJD) or the Inheritance Tax. If the gift is revoked for this reason, a refund of the tax paid may be requested.

Attached (HERE) is a link to Resolution JUS/5019/2025, dated July 14, 2025, issued by the General Directorate of Law, Legal Entities, and Mediation of the Generalitat de Catalunya following the administrative appeal filed by the notary public of Ripoll against the assessment notice issued by the Badalona Property Registry No. 1. The source of the dispute is the suspension of the registration of two deeds of intestate inheritance (authorized in 2014 and 2015) and ade interrogtio in iure record, through which it was intended to award a registered property along with the accretion resulting from the failure of one of the co-heirs to accept her share. This is an interesting case that allows us to determine standing to bring an interpellatio in iure under the doctrine of one’s own acts when the party initiating the proceeding previously acted as the co-heir’s verbal agent.

The case stems from the death of the parents, in whose deeds of acceptance of inheritance the mother—first—and a sister—later—acted as “verbal agents” for a co-heir, reserving her share pending ratification that never occurred over the course of ten years. In light of the latter’s inaction, the sister initiated the interrogatio in iure (Art. 461-12 CCC) to require her to accept or renounce the inheritance, and the proceeding concluded without an express acceptance. The Registrar denied the registration, finding that the petitioner was acting “contrary to her own prior actions” by urging repudiation when she had previously stated that she was accepting on her sister’s behalf, and thus required an explicit renunciation in a public document.

The General Directorate has decided to partially grant the appeal, determining that the deeds are registrable with the accretion resulting from the heiress’s tacit repudiation. In its reasoning, the body establishes that acting as a “verbal agent” without formal power of attorney does not constitute a binding “act of one’s own” nor does it constitute a breach of good faith, since the validity of the transaction was contingent upon the ratification by the interested party. Once the period followingthe interpellatio has elapsed, the lack of a response legally constitutes a repudiation, thereby ensuring the protection of the co-heirs in the face of the respondent’s prolonged inactivity.

Attached (HERE) is a link to Resolution JUS/5017/2025, dated April 16, 2025, issued by the General Directorate of Law, Legal Entities, and Mediation of the Government of Catalonia to rule on the appeal against a negative assessment issued by the Cambrils Property Registrar. The dispute arose when the registration of a 2024 public deed—which formalized the agreements of a homeowners’ association for a property subject to the horizontal property regime—was denied. This is an interesting ruling for determining the majority requirements under the Civil Code of Catalonia necessary to modify the allocation of common expenses, distinguishing between the “share of ownership” (ownership coefficient) and the “contribution share” to general expenses.

The facts of the case date back to 1995, when the homeowners’ association agreed to modify the contribution toward common expenses for the building’s offices and residential units to compensate for the intensive use of the common areas resulting from the economic activity carried out on a specific property, while keeping the ownership coefficients unchanged. In 2019, the homeowners’ association rejected a return to the original system and approved the formalization of the agreement with the favorable vote of more than four-fifths of the owners and their shares. The Registrar suspended the registration, requiring unanimity to modify the shares (Art. 553-26.1 CCC), while the homeowners’ association argued that, since only the contribution to expenses was being altered, a qualified majority of 4/5 was sufficient (Art. 553-26.2 CCC).

The General Directorate has decided to uphold the appeal and revoke the Registrar’s ruling. Its key argument is that the “share of ownership” and the “share of contribution” to expenses are distinct concepts. Since the amendment does not alter the registered ownership shares or the property’s deed of incorporation, but only the allocation of common expenses based on differentiated use, the unanimity rule does not apply, and the qualified majority of four-fifths reached by the meeting is fully valid.

Attached (HERE) is a link to the Notarial Association of Catalonia’s “Flash Fiscal Virtual,” in which Barcelona notary Ms. Paz Juárez analyzes Binding Ruling V2051/2025 from the Directorate General of Taxes regarding the notarization of a private sales contract signed 20 years ago, which was never settled, and whose seller passed away a decade ago.

The DGT concludes that, in these cases—since they involve private documents—the statute of limitations for the Tax on Onerous Property Transfers does not begin with the signing of the contract, but rather from the date the document is officially certified. In this specific case, the seller’s death establishes that date, so the tax is considered time-barred. The ruling also clarifies that the statute of limitations for the Property Transfer Tax does not mean that the transaction is subject to Stamp Tax (AJD), since the two taxes are incompatible. The transfer remains subject to the Property Transfer Tax, even though it must be reported as time-barred.

Attached (HERE) is a link to Catalan Law 11/2026, dated July 9, on fiscal, financial, administrative, and public sector measures in Catalonia, which introduces significant changes that directly affect large-scale property owners. Below is a summary of all the key amendments aimed at or having a particular impact on large-scale property owners:

Redefinition and Standardization of the Concept of “Major Shareholder”: The regulation expands, clarifies, and standardizes the criteria and thresholds for qualifying as a major shareholder for various administrative, income-containment, and tax purposes:

• General Thresholds and Properties in High-Demand Areas (ZMT): The requirement remains in effect that an individual must own more than 10 urban residential properties (or more than 1,500 m² of floor area) in Catalonia, or 5 or more urban residential properties if they are located in municipalities designated as Tight Residential Market Zones (ZMT).
• Specific entities: This category explicitly includes financial institutions, their real estate subsidiaries, investment funds, and certain asset management firms.
• Calculation of Co-ownership and Joint Ownership: If a residence has more than one owner, it is sufficient for just one of them to qualify as a “major owner” for the property and its lease to be subject to the obligations applicable to major owners. Shares in a co-ownership are calculated by adding up the total ownership interests equivalent to a single property.

Tax Changes: 20% Property Transfer Tax (ITP / TPO): Regarding the Property Transfer Tax (ITP / TPO):

• Revision of the Tax Definition of “Large Property Owner”: The tax definition is aligned with the ownership of 5 or more properties in high-demand areas (ZMT) or more than 10 properties within a regional jurisdiction.
• Increased Tax Rate (20%): The acquisition or transfer of residential properties is subject to an increased tax rate of 20% when the purchaser is a large property owner or when an entire residential building is transferred.
• Adjustments for Staggered Purchases: The adjustment mechanism has been modified for cases where entire properties are acquired in stages; the taxpayer will have one month from the transfer of the last property to file a supplemental self-assessment using the 20% tax rate.

Preliminary Assessment, Withdrawal, and Registration of Major Shareholders

• Restrictions and Controls on Transfers: The rules governing the Generalitat of Catalonia’s right of first refusal and right of repurchase in the sale of real estate located in Tight Market Areas (ZMT) owned by large property owners organized as legal entities and registered in the Registry of Large Property Owners, as well as in awards resulting from auctions, have been amended.

Rental Regulations, Rent Control, and Anti-Avoidance Measures

• Inclusion of room-by-room rentals and new models: To prevent large property owners or other landlords from resorting to room-by-room rentals, subleases, or atypical contracts (“co-living”) to circumvent the maximum rent cap set by the reference index, Law 11/2026 explicitly prohibits agreements or contractual breakdowns (e.g., separating “rent” from “services”) intended to circumvent rent caps.
• Advertising and Comprehensive Traceability: The large property owner must ensure complete consistency in the listing before publishing the property, explicitly stating their status as a large property owner in the ad, listing, and

Attached (HERE) is a link to Supreme Court Ruling No. 952/2026, dated June 18, in which, the main issue in the case is the resolution of the appeal filed by the buyers of a home against the appellate court’s ruling that declared the sale of a property—allegedly part of the marital estate—null and void ab initio due to the lack of consent from the seller’s ex-wife and a finding of bad faith on the part of the purchasers.

In the case at hand, the seller, who was unmarried at the time, purchased a property in 1999 that was registered in the Property Registry exclusively in his name. In 2004, he married under the community property regime and paid off part of the mortgage during the marriage. Following the divorce in 2014, and while the division of the community property was still pending, the ex-husband sold the property to a third party for consideration in 2018. The ex-wife filed a primary action for annulment (due to lack of her consent and possible misappropriation) and, in the alternative, an action for rescission on the grounds of fraud against creditors. The core of the legal dispute lies in determining whether the transferor’s lack of authority to dispose of the property after the divorce renders the contract void or merely affects the transfer of title, and whether third-party purchasers are protected by the principle of public faith in the registry and the presumption of good faith under Article 34 of the Mortgage Law.

The Supreme Court grants the appeal, overturns the appellate court’s decision, and dismisses the complaint in its entirety (as well as the subsidiary action for rescission). The main rationale is that the seller’s lack of power to dispose of the property does not render the sales contract null and void, since the contractual validity of the sale of a jointly owned property remains intact, affecting only the transfer of title. Since the seller is listed in the Registry as the sole owner with full title and there is no marginal note regarding the possible (partial) community property status of the home (Articles 1354 and 1357(II) of the Civil Code), the buyers are protected by Article 34 of the Mortgage Law. The Supreme Court clarifies that the fact that the deed states the seller’s divorced status does not impose on third parties an obligation to conduct an investigation beyond the registry records, nor does it, by itself, destroy the legal presumption of good faith.

Attached (HERE) is a link to Supreme Court Decision No. 853/2026, which resolves a corporate dispute arising from a capital reduction resolution in a limited liability company (SL), adopted by a majority of 81.81% of the share capital to redeem the shares of a single shareholder, who was reimbursed the value of her contribution through the transfer of real estate and €75,000 in cash. The minority shareholder, holding 15% of the capital, voted against the resolution after unsuccessfully requesting a similar measure for her own shares.

Faced with this situation, this minority shareholder ultimately filed a lawsuit seeking to have the capital reduction declared null and void. Although Barcelona Commercial Court No. 11 initially dismissed the lawsuit, the Barcelona Provincial Court upheld the appeal and declared the resolutions null and void, arguing that Article 329 of the Capital Companies Act (LSC) requires the consent of all the company’s shareholders when a capital reduction with a refund of capital contributions does not affect all shares equally.

After the corresponding appeal was filed, the Supreme Court dismissed it and ruled that, when a capital reduction with a refund of contributions does not affect all shares equally, Article 329 of the Capital Companies Act requires the individual consent of all shareholders, and not just those whose shares are being redeemed. The Chamber interprets this requirement as an expression of the principle of equal treatment among shareholders (Article 97 of the Capital Companies Act) and the pro rata rule (Article 330 of the Capital Companies Act), considering that a transaction of this nature alters the legal and economic position of both the shareholder who leaves the company and those who remain in it. Consequently, the lack of individual consent from the shareholder who voted against the resolution renders the capital reduction resolution null and void.

Attached (HERE) is a link to Supreme Court Ruling No. 997/2026, dated June 23, which addresses a cassation appeal filed by a notary against the appellate court’s ruling that upheld the legality of the negative assessment issued by a property registrar. That assessment had denied the registration of the late-payment interest clause in a residential mortgage loan deed executed with a consumer.

In the case at hand, on June 27, 2019, a mortgage loan deed was authorized, in which a default interest rate was set equal to the contractual interest rate plus two percentage points. The property registrar refused to register the deed, considering it contrary to mandatory provisions, specifically Article 25 of Law 5/2019 on Real Estate Credit Contracts (LCCI) and Article 114 of the Mortgage Law, arguing that the law strictly sets the default interest rate at the contractual interest rate plus three points and does not permit any contrary agreement. The core of the legal dispute lies in determining whether the mandatory nature of Articles 3 and 25 of the LCCI absolutely prohibits any different agreement or whether, on the contrary, it allows for an agreement on a default interest rate lower than the legal limit because it is more beneficial to the consumer.

The Supreme Court grants the appeal, overturns the appellate court’s ruling, and declares the registrar’s negative determination to be contrary to law. The main basis for the decision is that Article 25 of the LCCI establishes a maximum limit to protect consumers against abuse; therefore, the mandatory nature of the provision must be understood as intended to prevent more onerous terms from being imposed by the business. The Court reasons, in accordance with Directive 2014/17/EU, that prohibiting an agreement that improves the borrower’s legal position would be a contradiction that would undermine the very purpose of consumer protection legislation.

Attached (HERE) is a link to Supreme Court Ruling No. 881/2026, dated June 9, which resolves an interesting dispute regarding the effects of the sale of an essential asset of a commercial corporation without the authorization of the general meeting, and the effects this may have on a third-party purchaser acting in good faith.

The case is based on a contract of sale, through which one company transferred its entire real estate portfolio to another (leaving the seller completely stripped of its assets and de facto inactive) for a total price of 19,000 euros, which was withheld by the buyer under the pretext of assuming the debts encumbering the properties, while falsely declaring in the deed that the properties did not constitute essential assets. In response to an action for annulment filed by a minority shareholder, the Provincial Court of Santa Cruz de Tenerife dismissed the action, holding that the buyer should be protected as a bona fide third party under Article 234.2 of the LSC, as there was no evidence that she was aware of the seller’s actual situation, even though her sole director had been a partner of the seller until five years prior to the transaction. The core of the legal dispute therefore centers on determining whether the lack of approval by the shareholders’ meeting to dispose of essential assets under Article 160(f) of the LSC results in the absolute nullity of the transaction, enforceable against any third party, or whether the principle of good faith in commercial transactions under Article 234.2 of the LSC applies by analogy, analyzing the criteria for assessing the purchaser’s good faith and the absence of gross negligence.

Finally, the Supreme Court decides to grant the appeal, set aside the appealed judgment, fully grant the complaint, and declare the sale null and void, with the consequent obligation to return the properties and settle the issue of possession. The Chamber’s doctrinal conclusion establishes that, given the legal gap regarding the effects against third parties of a violation of Article 160(f) of the LSC, Article 234(2) of the LSC is applicable by analogy, such that the lack of approval by the shareholders’ meeting is not enforceable against third parties acting in good faith and without gross negligence. However, in this specific case, the court determines that the circumstances completely preclude the purchaser’s good faith: not only because of the historical ties between its manager and the seller, but also because the transaction involved a total transfer of assets without receiving any actual consideration, given that the alleged “assumption of debts” for the liens on the properties was merely cumulative and did not discharge the debt, as it lacked the consent of the creditors (pursuant to Article 1205 of the Civil Code and Article 118 of the Mortgage Law); hence, in the absence of good faith, the buyer is not protected, and the transfer carried out by the administrator without authority is declared null and void.

Attached (HERE) is a link to a video training session organized by the Notariado Foundation, in which Mr. Pablo Alonso Rocamora, a notary public in Ayora (Valencia), leads an interesting practical notarial training session focused on the notarization of notarial policies via videoconference—a procedure provided for in Article 17.ter of the Notarial Law.

Thus, thanks to this recent development, commercial policies governing a wide range of common transactions—such as loans, credit facilities, factoring, leases, rental agreements, guarantees, and confirmations—can now be signed “online.” This option is becoming increasingly widespread and is the preferred choice of both financial institutions and customers.

For your review and study, given its practical applicability in the day-to-day operations of a notary’s office.

Attached (HERE) is a link to the judgment of the Provincial Court of Seville, No. 209/2026, dated March 27, which resolves a dispute between two commercial companies. The main issue in the case is determining the validity of the resolutions adopted at an extraordinary general meeting of shareholders in the absence of a notary to draw up the minutes, whose mandatory participation had been formally requested by the minority shareholders.

The facts of the case stem from the directors’ call for said meeting, the notice of which was received late by the plaintiff, a minority shareholder, who the following day requested notarial attendance via certified fax pursuant to Article 203.1 of the Capital Companies Act. That request for notarial attendance was formally delivered to and received at the defendant company’s registered office exactly 4 days and 21 hours prior to the time set for the meeting. The crux of the legal dispute therefore lies in determining whether, for the purpose of calculating the statutory five-day notice period, one must consider the date of dispatch or the date of receipt of the request by the directors, and whether it is permissible for that period not to be fully completed.

Finally, the Provincial Court of Seville has decided to grant the appeal filed by the defendant company, overturning the declaration of nullity of the shareholders’ meeting issued at the trial court level and dismissing the complaint in its entirety. The most significant legal conclusion drawn from this ruling is thatthe starting date for calculating the notice period under Article 203.1 of the LSC is necessarily the date on which the directors receive the notice, and a period of five full days must elapse before the legal obligation to request the notary’s services arises. Thus, since there were only three hours remaining before the deadline in this specific case, the request was filed out of time and released the company from that obligation, thereby safeguarding the full validity of the resolutions adopted without the notary’s presence.

Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust (DGSJFP) dated February 18, 2026, issued in connection with an appeal filed against the refusal of Madrid Property Registry No. 3 to register a deed of mortgage cancellation executed unilaterally by the mortgage debtor himself, who was acting on behalf of the creditor (Banco Santander, S.A.) pursuant to an irrevocable power of attorney subject to conditions precedent.

The factual scenario is based on a special power of cancellation established by the financial institution in favor of identifiable individuals (the debtor or the property owner) subject to the condition precedent that the bank verify full payment of the debt and submit, through the Electronic Notarial Portal, a “zero-balance certificate” signed by an employee of the institution. The registrar suspended the registration, finding that the certificate—which was attached to the deed—did not prove that the signatory held sufficient authority with powers of representation or that the signature had been notarized, thereby requiring compliance with Article 1280.5 of the Civil Code. The crux of the legal dispute therefore lies in determining whether the formal requirements of authenticity and representation under Article 1280.5 of the Civil Code must also be imposed on the issuer of a document that constitutes a mere internal control mechanism and a condition precedent to the power of attorney, or whether, on the contrary, the notary’s assessment of sufficiency—made under the notary’s responsibility—regarding compliance with those objective conditions is sufficient.

Finally, the General Directorate has decided to grant the appeal filed by the notary and to revoke the registrar’s negative ruling. The most significant legal conclusion drawn from this ruling is that the requirement for written form in a public document (Article 1280.5 of the Civil Code) must apply exclusively to the principal power-of-attorney transaction itself and not to supplementary requirements or internal control objectives (such as the zero-balance certificate) freely established by the principal in the exercise of his or her autonomy of will. Thus, the DGSJFP establishes that the submission of said certificate via the Notarial Electronic Portal constitutes an internal act and a factual prerequisite for the suspensive condition, the fulfillment of which must be assessed exclusively and under the responsibility of the authorizing notary; the registrar may not review or overturn said assessment of sufficiency unless there is a clear and evident error.

Attached (HERE) is a link to Supreme Court Ruling No. 849/2026, dated June 3, 2026, which resolves a dispute regarding a negative assessment by the Property Registry in the context of a deed of partition of an estate, in which the right of transfer is at issue.

The case is based on the death of a mother (the first decedent), whose assets were to be inherited by her children. However, one of them subsequently died without having accepted or renounced the inheritance (the transmitting heir), leaving behind a widow entitled to the statutory usufruct share. The surviving siblings (transmission heirs) divided their mother’s estate without the involvement of their brother’s widow, arguing that the first decedent’s assets were never incorporated into the deceased’s estate because he had not accepted the inheritance. The core of the legal dispute lies in defining howthe “ius transmissionis” (Art. 1006 of the Civil Code) operates, that is, whether the transferees inherit directly from the first decedent independently (theory of direct acquisition) or whether they do so through the estate of the transferor (classical theory or theory of double transmission), which would require including those assets in the calculation of the widowed spouse’s statutory share and necessitate her participation in the partition.

Finally, the Supreme Court decided to grant the appeal and thereby return to the classical theory of double transmission, establishing that*elius delationis* passes to the heirs precisely by virtue of their status as successors of the transferor, becoming part of their estate. Consequently, it determines that, in calculating the statutory share of the transferor’s widow, it is mandatory to include the assets that belonged to her late husband in the estate of the first decedent, making her participation in said estate distribution indispensable. This must be taken into account in such cases, both in terms of succession and the resulting tax implications.

Attached (HERE) is a link to the Notarial Association of Catalonia’s “Flash Fiscal Virtual,” in which Mr. Juan Galdón, a notary in Esplugues de Llobregat, analyzes Binding Ruling 568/2025 issued by the Directorate General of Taxes regarding the acquisition of corporate shares by a major shareholder.

The DGT notes that the transfer of corporate shares is generally exempt from ITP. However, when the transaction is used to avoid taxation on a real estate transfer and is subject to tax under Article 338 of the Securities Market Law, the increased rate of 20% applicable in Catalonia to large shareholders may be applied.

The ruling confirms that, provided the legal requirements are met, the acquisition of company shares may also be subject to a 20% capital gains tax.

Attached (HERE) is a link to the Order of the Provincial Court of Logroño (1st Section) No. 78/2026, dated March 2 (ROJ AAP LO 110/2026), issued in an appeal against an order dismissing a complaint. The ruling concerns a claim for the judicial division of an estate and compliance with the procedural requirement that appropriate dispute resolution mechanisms (MASC) be exhausted beforehand.

The proceedings began with a petition for judicial division of an estate, which was dismissed at the trial court level because the parties failed to demonstrate a prior attempt at negotiation—a requirement established following the entry into force of Organic Law 1/2025. The plaintiff appealed, arguing that negotiation had taken place (a notarial noticeof “de interpellatio in iure” that included a warning of legal action pursuant to Article 1005 of the Civil Code and subsequent contacts between attorneys), but the court of first instance found that such an attempt had not been sufficiently substantiated. The Provincial Court upheld this ruling, emphasizing that the prior notarial demand (for acceptance or renunciation of the inheritance) does not constitute an attempt at dispute resolution and that there is no documentary evidence of the defendant’s existence or actual participation in negotiations. The Provincial Court dismisses the appeal and upholds the dismissal of the complaint, finding that the procedural requirement to demonstrate a prior attempt at alternative dispute resolution (MASC) in accordance with Organic Law 1/2025 has not been met. The court requires a minimum level of documentary evidence demonstrating that negotiations took place (or that there was an actual attempt to negotiate) and that the other party received such communication; a mere allegation of conversations or actions not aimed at resolving the dispute is insufficient.

Points to keep in mind when advising clients on estate planning and notarial MASC matters.

Attached (HERE) is a link to the Supreme Court ruling (Civil Chamber, Section 1) No. 666/2026, dated May 4 (ROJ STS 1964/2026), handed down in an extraordinary appeal for procedural violation and a cassation appeal, concerning liability for construction defects and a lawsuit filed by a homeowners’ association against the developer-seller.

A homeowners’ association filed a lawsuit against the developer, seeking either the repair of construction defects in the building or, alternatively, reimbursement for the cost of such repairs. The Court of First Instance granted the claim, ordering the developer to pay the cost of repairs, and the Provincial Court of Alicante upheld the judgment in its entirety, rejecting the developer’s arguments regarding abuse of process, lack of standing, and the statute of limitations, and finding that the homeowners’ association had standing to sue and the developer had standing to be sued by virtue of its status as seller and developer.

The Supreme Court dismisses both appeals and upholds the appealed judgment, ruling that the developer-seller is contractually liable for construction defects regardless of their severity, and that there is no circumvention of the law in bringing a contractual action rather than specific actions (hidden defects or the LOE). Furthermore, it rejects the argument that the principle of the relativity of contracts precludes claims against successive purchasers or the homeowners’ association. Key point: the developer’s contractual liability for construction defects is compatible with other liability regimes, may be asserted without being limited to “aliud pro alio” scenarios, and is not precluded by the fact that the claimants are not the original purchasers.

Attached (HERE) is a link to the Supreme Court ruling (Civil Chamber, Section 1) No. 701/2026, dated May 7 (ROJ STS 2086/2026), issued in a cassation appeal against a ruling by the Provincial Court of Granada. The ruling addresses a claim for damages between co-heirs arising from the exclusive use of an inherited asset prior to its partition.

The case stems from an undivided estate in which one of the co-heirs (a widow) occupied the inherited residence exclusively for years. The decedent’s daughters filed a claim in their own names for compensation equivalent to the rental income they could have earned from renting out the property. The Court of First Instance dismissed the claim on the grounds of lack of standing, holding that the action should have been brought on behalf of the community of heirs and not in an individual capacity. The Provincial Court of Granada upheld the decision, adding that Article 1063 of the Civil Code provides for the adjustment of fruits and proceeds among co-heirs at the time of partition; therefore, the claim was not admissible in a separate declaratory proceeding.

The Supreme Court dismisses the appeal and upholds the plaintiffs’ lack of standing to sue, affirming that, as long as the estate remains undivided, the co-heirs cannot claim in their own names any fruits, income, or damages derived from the assets of the estate, since such proceeds form part of the estate and must be resolved during the partition (Art. 1063 of the Civil Code). The Chamber emphasizes the difference between the community of heirs and an ordinary community and rejects the application of case law pertaining to the latter. Key point: During the period of undivided inheritance, any profits, fruits, or compensation linked to the assets of the estate belong to the community of heirs and may only be claimed for its benefit—typically during the partition process—not by individual co-heirs.

Attached (HERE) is a link to the Supreme Court ruling (Contentious-Administrative Chamber, Section 2) No. 617/2026, dated May 18 (ROJ STS 2211/2026), rendered in a contentious-administrative appeal filed against a judgment of the High Court of Justice of the Balearic Islands regarding the Stamp Tax (IAJD), in relation to the tax base of a deed declaring new construction.

The dispute stems from a provisional IAJD assessment issued following a deed of declaration of new construction executed decades after the construction took place (work completed in 1962 and documented in 2014). The regional government updated the tax base by applying higher valuation criteria, while the taxpayer argued that the historical construction cost should be used. The Regional Tax Court of the Balearic Islands (TEAR) upheld the taxpayer’s claim, annulling the assessment, and the High Court of Justice of the Balearic Islands (TSJ) dismissed the government’s appeal, affirming—in accordance with Supreme Court case law—that the tax base for the IAJD in such cases is the actual construction cost of the work, not its current or market value.

The Supreme Court dismisses the appeal and upholds the lower court’s ruling, establishing as legal doctrine that the tax base for the IAJD on deeds for new construction is the actual value of the material cost of the construction work, without the application of monetary adjustment coefficients, even if many years have elapsed between the construction and the accrual of the tax. The Chamber bases its decision on the principle of tax legality and on the interpretation of Article 70 of the Tax Regulation, which refers exclusively to the “cost of the construction,” excluding any adjustment or reference to market value. Key point: the concept of “actual cost” for IAJD purposes is a historical and objective figure that cannot be adjusted and cannot be converted into an adjusted value without express legal authorization.

Attached (HERE) is a link to Resolution JUS/1734/2026, dated May 11, issued by the General Directorate of Law, Legal Entities, and Appropriate Conflict Management of the Generalitat de Catalunya, in the context of an administrative appeal against a negative registry ruling. The resolution concerns a public deed of sale for an undivided half (50 %) of a residential property, authenticated by a notary and registered in Barcelona Property Registry No. 18.

The scenario involves the sale by a company (a major shareholder) of a 50 % undivided share in a rented residence located in Barcelona, with the transferor retaining ownership of the other 50 %. The deed did not include proof that the Catalan Housing Agency had waived or chosen not to exercise its right of first refusal, nor did it contain any other evidence regarding the government’s preemptive purchase rights. Consequently, the registrar denied registration, considering that such a prior waiver was required under Decree-Law 2/2025, as the transfer was carried out by a major property owner in an area with a tight residential housing market, and understanding that even the transfer of an undivided share is subject to the rights of first refusal and preemption.

The Directorate General grants the appeal and revokes the negative ruling, concluding that neither prior notification nor a waiver by the Administration is required when only an undivided share is transferred, rather than the entire property or the transferor’s entire share. It bases this decision on a literal and restrictive interpretation of the regulation—which refers to the “transfer of any dwelling,” but in the context of a full transfer—and on the inappropriateness of extending limitations on the right of disposal by analogy. Furthermore, it distinguishes this case from precedents in which 100% of the transferor’s ownership interest was indeed transferred, and asserts that, although risks of circumvention of the law through successive partial transfers might arise, this does not justify imposing requirements not expressly provided for by current regulations.

Attached (HERE) is a link to a video training session presented by the Notariado Foundation, in which Mr. Manuel Lora-Tamayo Villacieros, a notary in Madrid and delegate of the Aequita Foundation, delivers a very interesting presentation on the impact on notarial practice following the entry into force of the new regulations applicable to these institutions, with special reference to the various support mechanisms that can be utilized, the specific considerations to keep in mind when executing public instruments, as well as certain issues related to probate proceedings that must be taken into account.

For your review and study, given its practical applicability in the day-to-day operations of a notary’s office.

Attached (HERE) is a link to the Resolution of the General Directorate of Law, Legal Entities, and Mediation of Catalonia dated May 13, 2026, which rules on the appeal filed against the decision of the Terrassa Property Registrar No. 2, who suspended the registration of two deeds of acceptance and allocation of an inheritance. The deeds documented, on the one hand, the acceptance of the inheritance by a person with a disability who had died intestate and, on the other hand, the acceptance by right of transmission of the share of the inheritance to which the person was entitled from their father, whose will had provided for a substitute bequest in favor of an association dedicated to the care of people with disabilities.

The factual scenario centers on the validity of an exemplary substitution clause ordered in 1989 by the decedent’s father. Following the testator’s death without descendants or a spouse, his siblings were declared intestate heirs because the notary who executed the will deemed that the exemplary substitution clause had become ineffective, given the existence of descendants of the testator who had established the will, in accordance with the regulations in force at the time the will was executed. The registrar suspended the registration for two reasons: first, because the General Registry of Last Wills and Testaments contained a provision of last will and testament under the heading “other forms” that had not been submitted; and, second, because she considered that the alleged ineffectiveness of the exemplary substitution and the consequent opening of intestate succession could not be determined extrajudicially but required a judicial ruling, given the existence of an express bequest in favor of an association.

The Directorate General partially grants the appeal. It overturns the first ground for appeal, concluding that the reference to “other forms” in the General Registry of Last Wills and Testaments corresponds precisely to the substitution of the original document ordered in the father’s will; therefore, there was no other disposition mortis causa pending submission. However, it upholds the second objection, holding that the ineffectiveness of the exemplary substitution cannot be asserted outright. It reasons that, although the will was executed while the Catalan Compilation was in force, the second transitional provision of Book Four of the Civil Code of Catalonia allows for the validity of prior dispositions that materially conform to current regulations to be maintained. Consequently, the bequest in favor of the association could be valid if the requirements set forth in Article 425-12 of the Civil Code of Catalonia are met—a point that had not been proven nor could it have been refuted by the entity designated as heir. For this reason, the General Directorate considers that the matter cannot be resolved through the registry and that, should there be a dispute regarding the validity of the exemplary substitution, it must be settled by a judicial authority.

Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust dated February 19, 2026, which rules on the appeal filed against the decision of the Madrid Commercial Registry II, which suspended the registration of a deed formalizing corporate resolutions to amend the articles of incorporation of a limited liability company. The deed documented the resolutions adopted by the general meeting to expand the corporate purpose by incorporating activities related to the operation of franchises and, as a result, to amend the article of the articles of incorporation relating to the corporate purpose.

The company argued that the approved amendment constituted a mere elaboration or specification of activities already included in the corporate purpose, and therefore did not give rise to any right of withdrawal in favor of the dissenting shareholders. However, the registrar suspended the registration because the deed did not include the statements required in cases where an amendment to the corporate purpose may give rise to the right of withdrawal provided for in Articles 346 et seq. of the Capital Companies Act. In particular, the registrar held that it must be demonstrated that no shareholder had exercised that right or, if applicable, that the legally prescribed procedures regarding the withdrawing shareholders had been followed.

The Directorate General dismisses the appeal and upholds the classification. It notes that the right to withdraw arises when the amendment to the corporate purpose is substantial in nature—that is, when it significantly alters the circumstances that led to the member’s admission to the corporation. Applying this doctrine to the specific case, it concludes that the franchise activity cannot be considered a mere manifestation of the statutory activity consisting of providing advice on the design and setup of restaurant premises, since franchising constitutes a legally and economically distinct activity, characterized by the assignment of industrial or intellectual property rights, the transfer of know-how, and the ongoing provision of technical and commercial assistance. Therefore, the expansion of the corporate purpose constitutes a substantial modification that may give rise to the right of dissenting partners to withdraw, and compliance with the documentary requirements established by corporate and registry legislation is essential for its registration.

Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust dated February 18, 2026, which rules on the appeal filed against the decision of Madrid Commercial Registry No. IV, which suspended the registration of a deed formalizing corporate resolutions regarding the dissolution, liquidation, and termination of a corporation. At the general meeting, the final liquidation balance sheet, the report on liquidation operations, and a plan for the division of the company’s assets—through the allocation to shareholders of lots consisting of cash and real estate—were approved, as well as an amendment to the articles of incorporation related to the liquidation phase.

The case involves a company in liquidation whose resolutions were adopted with the favorable vote of shareholders holding 60% of the share capital, with one dissenting shareholder and another absent. The registrar denied the registration on the grounds that, first, the liquidation was structured through the distribution of mixed lots of cash and assets without the unanimous consent of all shareholders, as required by Article 393 of the Corporation Law for receiving a liquidation share in kind. Furthermore, she noted that the deed did not contain the legally required statement confirming that the liquidation share had been paid to the partners or that the amount had been deposited, nor did it record the payment or deposit of the corporate creditors’ claims.

The Directorate General dismisses the appeal in its entirety and upholds the assessment notice. It notes that, once liquidation proceedings have been concluded, a partner’s right to a share of the liquidation proceeds is ordinarily satisfied in cash, and that the unanimous consent of all partners is required to substitute that payment with the allocation of specific assets. Therefore, it considers the distribution agreed upon by a majority vote—consisting of mixed lots of cash and real property—to be contrary to Article 393 of the Capital Companies Act. It also upholds the second ground for invalidity because the deed lacks the statement required by Article 395 of the same law regarding the payment or deposit of the liquidation share.

Attached (HERE) is a link to a news article stating that, as part of the agreement for the approval of Catalonia’s regional budget, a reform of Catalan urban planning legislation will soon be proposed to prohibit the “speculative purchase” of real estate in high-demand areas of the region.

Thus, if this measure is implemented, it is projected that individuals and legal entities will see their ability to purchase real estate for investment purposes severely limited.

We will be closely monitoring this measure and its final incorporation into the text of the law, as it could have a significant impact on the Catalan real estate market and the types of real estate transactions processed at notary offices. According to various media reports, the measure could be approved within a few weeks.

Attached (HERE) is a link to the online training session conducted by the Notarial Association of Catalonia, in which the Notary of Esplugues de Llobregat, Mr. Jose Vicente Galdon Garrido, delivers a very interesting session on the tax aspects of the “large holder” concept. This training is designed to delve into technical issues of particular practical tax relevance for notaries, with particular attention to the most recent administrative and jurisprudential criteria.

For review and study by all staff members, so that they may provide the best possible legal and tax advice on all real estate transactions handled by the firm.

Attached (HERE) is a link to the resolution of the Directorate General for Legal Security and Public Trust dated December 30, 2025, regarding an appeal against the negative ruling by the Vera Property Registrar on the registration of a deed of payment in kind executed during the bankruptcy liquidation phase. The case stems from a situation in which a company filed a public deed with the Property Registry whereby the insolvency administrators made a transfer in lieu of payment of certain properties within the framework of insolvency proceedings before the Commercial Court No. 1 of Almería. The insolvency proceedings had a liquidation plan that was judicially approved in 2015.

After the document was submitted for registration, the Registrar rejected it and suspended the registration, on the grounds that the transfer in lieu of payment did not comply with the approved liquidation plan and that, therefore, specific judicial authorization was required, since the plan allowed for a direct sale only within a maximum period of one year from its approval, whereas the transfer in lieu of payment was granted in 2025.

After the corresponding appeal was filed, the Directorate General upheld it and revoked the negative ruling. The central argument of the decision is that the registrar may verify the existence of judicial authorization to carry out acts of bankruptcy liquidation, but may not extend its ruling to complex legal interpretations regarding the substantive or temporal compliance with the liquidation plan when this involves assessments that fall within the purview of the bankruptcy judge. In particular, it considers it excessive for the registrar to interpret the scope of the plan’s time limit and conclude on his own that the transaction required additional judicial authorization. This is an interesting ruling for properly addressing the transfer of assets of companies in bankruptcy proceedings.

Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust dated December 29, 2025, issued in an appeal against the negative ruling by the Cullera Property Registrar regarding the registration of an international inheritance subject to Regulation (EU) No. 650/2012 on succession. The case stems from a situation in which a deed of declaration and distribution of an international inheritance, authorized by a Spanish notary, was filed with the Cullera Property Registry regarding a decedent of Belgian nationality who died in Belgium. The deed was based on a Belgian notarial document called “Attest van Erfopvolging” (certificate or declaration of inheritance), translated and apostilled, which identified the decedent and his heirs; referred to a holographic will; and described a marital agreement under which the joint estate was to go to the surviving spouse. The decedent’s children had renounced their inheritance rights through deeds executed before Spanish consulates in Sydney and Brussels. The registration sought to transfer a property located in Cullera to the widow.

Once the document was submitted for registration, the Registrar suspended the process due to several defects related to insufficient evidence regarding foreign law and the applicable succession regime. Primarily, these defects included the lack of a clear determination of the law applicable to the succession (the Registrar found that it was not adequately established which legislation governed the succession under Regulation (EU) No. 650/2012, nor whether there was a possible “professio iuris” or choice of law by the decedent), insufficient evidence of foreign law (she noted that the content and validity of Belgian law were not sufficiently substantiated), and doubts regarding the validity of the Belgian certificate of succession as well as the matrimonial property regime and statutory shares.

Following the filing of the corresponding appeal, the Directorate General essentially upholds the Registrar’s decision. The central argument of the ruling is that, in international successions subject to Regulation (EU) No. 650/2012, the Spanish notary must make a genuine legal assessment of the applicable foreign law and of the substantive and formal validity of foreign probate documents. Thus, in this case, the Directorate General considers the deed insufficient because it does not contain a complete certification of Belgian law, nor a clear notarial judgment regarding the applicable law, the validity of the Belgian certificate of succession, the liquidation of the matrimonial property regime, and the succession effects of the children’s renunciation.

In this case, the Directorate General thus reminds us of the complexity of this type of succession, as well as the obligation of Spanish notaries to properly verify the content and validity of foreign law, either based on their own knowledge or through the mechanisms provided for in Article 36 of the Mortgage Regulations.

Attached (HERE) is a link to a press release from the CGPJ detailing the content of Supreme Court Ruling No. 620/2026, which resolved the challenge to Royal Decree 1312/2024, which established the so-called Single Registry of Short-Term Leases for housing offered through digital platforms. The Valencian Regional Government challenged this regulation, arguing that the State had exceeded its authority by imposing a national registration system that interfered with existing regional registries for tourist housing.

The crux of the ruling centers on determining whether the State had sufficient legal authority to establish this mandatory national registry. The Supreme Court concludes that there is no constitutional basis for such comprehensive regulation. It rejects, first, the argument that it can be justified under the state’s authority over civil legislation and the organization of public registries under Article 149.1.8 of the Spanish Constitution, since the purpose of the registry created is not to register contracts or real rights with third-party effects, but solely to enable the marketing of real estate on digital platforms. Likewise, it rules out that it can be justified under the powers regarding fundamental equality or economic planning, because the system designed goes beyond mere coordination and entails the creation of a state registry that supersedes the regional ones.

Consequently, the Supreme Court has declared the provisions regarding the Single Lease Registry null and void, on the grounds that they encroach upon regional powers. However, it has upheld the provisions regarding the digital one-stop shop and the data reporting obligations of platforms, finding that these do indeed serve legitimate functions of economic and statistical coordination at the national level. The ruling thus reaffirms the limits of the State’s jurisdiction and protects the regulatory authority of the autonomous communities regarding tourist rentals.

Attached (HERE) is a link to the Resolution of January 13, 2026, issued by the General Directorate of Legal Security and Public Trust, regarding the appeal filed against the refusal of the Elche Property Registrar No. 3 to register a deed of sale for a property subject to a trust substitution. The case stems from a public deed of sale, whereby a person sells a property that they had previously acquired through an inheritance. Specifically, the property had been bequeathed by the seller’s mother in a 1992 will, in which the property was assigned to the son as a fiduciary legatee, and it was established that, upon her death, the property would pass to certain nephews and grandchildren of the testator as trustees. In addition, the will contained a clause stating that the property “may not be sold, encumbered, or transferred for valuable consideration until thirty years have elapsed from the date of the will.” However, the seller understood that, once those thirty years had passed, the restriction would cease to apply and he could freely dispose of the property.

Once the document was submitted for registration, the registrar suspended the registration because she considered that an ordinary fiduciary substitution with a retention obligation was involved, without any power of disposition expressly granted to the fiduciary. Therefore, she concluded that the seller lacked the authority to transfer the property. Thus, in the registrar’s view, the will clearly reveals the existence of a double successive call, such that the obligation to preserve forms part of the natural content of the fiduciary substitution, leading to the conclusion that the fact of establishing a prohibition on disposition for thirty years does not automatically imply that, upon the expiration of that period, the trustee is authorized to sell freely.

After the corresponding appeal was filed, the Directorate General dismissed it and upheld the assessment, finding that the will does not expressly or unequivocally indicate that the testator intended to grant the trustee a general power of disposition after thirty years had elapsed. According to the Directorate General, the testamentary clause only establishes that the property cannot be sold for thirty years, but does not allow for the inference that, after that period, the obligation to preserve the property inherent in an ordinary trust substitution ceases to exist. To permit free disposition, an express authorization or one clearly inferable from the will would have been necessary. Therefore, it concludes that the trustee could not validly transfer the property and upholds the registry’s refusal to register the sale.

Attached (HERE) is a link to the ruling handed down by the Provincial Court of Huesca on March 25, 2026, which addresses the importance of respecting the rights of minority shareholders when the presence of a notary is requested at a general meeting. The factual scenario stems from a case in which a shareholder of an SL challenged the resolutions adopted at the company’s general meeting, alleging that she had requested, within the prescribed time limit, the presence of a notary to draw up the minutes of the meeting, in accordance with Article 203 of the Capital Companies Act (LSC), but the company held the meeting without such notarial intervention. The defendant argued on appeal that it had no actual knowledge of the notarial request sent by certified fax. However, it was established that the certified fax was sent correctly, that SMS notifications were sent, and that the company failed to act with due diligence by not retrieving it before the meeting was held.

The Provincial Court, ruling in favor of the minority shareholder, that is, declaring the corporate resolutions adopted at the meeting null and void, based its decision primarily on Article 203 of the Limited Liability Companies Act (LSC), which provides that when shareholders representing at least 5% of the capital in a limited liability company request the presence of a notary five days in advance, corporate resolutions shall only be effective if recorded in a notarial deed.

This is an interesting case that serves as a reminder of this option, which is highly recommended for companies in conflict, as the presence of a notary at the general meeting will ensure that all facts, resolutions, and comments discussed there are accurately and unambiguously recorded, thereby serving as reliable evidence and protecting the rights of minority shareholders.

Attached (HERE) is a link to Resolution of December 30, 2025, issued by the General Directorate of Legal Security and Public Trust, regarding an appeal against the negative ruling by the San Fernando Property Registrar No. 1 concerning a request to change the NIE to a NIF in the Property Registry after acquiring Spanish nationality. The case stems from a situation in which a private application was filed with the Property Registry requesting the change of the registered owner’s foreigner identification number (NIE) to their new tax identification number (NIF), having acquired Spanish nationality through residence. The application was accompanied by the decision granting nationality and a certificate of conformity issued by the General Directorate of Police.

Once the document was submitted, the Registrar suspended the registration because he considered that the acquisition of Spanish nationality had not been sufficiently proven, as the corresponding entry in the Civil Registry had not been provided. He understood that a change in nationality affects marital status and the applicable personal law, with potential consequences for the legal capacity and capacity to dispose of property of the registered holder. Therefore, he required formal proof of the registration of nationality, in addition to the police clearance certificate.

After the relevant appeal was filed, the Directorate General upheld it, deeming the certificate of correspondence issued by the National Police sufficient proof that the old NIE and the new DNI/NIF belong to the same person. This is an interesting and increasingly common scenario that should be taken into account when advising our foreign clients.

Attached (HERE) is a link to an interesting online training session, hosted by the Notariado Foundation, in which the Notary of Ayora (Valencia), Mr. Pablo Alonso Rocamora, leads a practical training session reviewing all the changes introduced into the Spanish legal system by Law 11/2023.

The session focuses primarily on electronic protocols, certified copies via CSV, as well as notarial certification and authorization via videoconference. Also attached (HERE) a link to the presentation used in the session, for further information.

For careful review and study, as it contains practical information on how to approach and implement these types of grants, which are so important for the present and future of the notarial profession.

Attached (HERE) is a link to the Resolution of January 16, 2026, issued by the Directorate General for Legal Security and Public Trust, regarding an appeal filed against the refusal of the Oviedo Property Registrar No. 3 to cancel a resolutory condition included in a deed of sale. The case stems from a public deed of sale submitted for registration, which includes an electronic certified copy of a prior deed canceling a resolutory condition. In clause five of the new deed of sale, the parties request that the aforementioned prior resolutory condition be canceled, and to achieve this, the notary incorporates an electronic certified copy of a prior deed, executed on January 31, 2025, whereby the parties involved consent to the cancellation of the resolutory condition.  

When submitted for registration, the registrar denies the request and suspends the cancellation, primarily because she considers that the deed of cancellation was not filed separately; since this is a document independent of the deed of sale, it must be filed separately and generate its own entry in the registry. Likewise, the registrar indicates that it will be necessary to specify the specific reason for the cancellation, as this has not been detailed (fulfillment of obligations, waiver, or other legal cause).

The Directorate General dismisses the appeal and upholds the registrar’s classification, finding that the deed of cancellation of the resolutory condition constitutes a formal title that is autonomous and independent from the deed of sale; thus, although both are economically related and pertain to the same properties, the cancellation stems from a separate legal transaction and cannot be classified as a supplementary document to the sale. Therefore, it must be filed separately with the Registry, with its own application and independent entry, in accordance with Article 245 of the Mortgage Law and Article 421 of the Mortgage Regulations.