Notarial blog and other practical content

Attached (HERE) informative note of the Board of Directors of the Notarial Association of Catalonia, in relation to certain deficiencies in information and remission of documents in the Single Index, which affect the work of the Tax Agency of Catalonia. Thus, in particular, it is recalled:

• Submission of simple copies: Notaries are obliged to submit to the ATC a simple copy of the deeds containing ITP and AJD taxable events within a maximum period of 10 days from the formalization of the document through the telematic tool available for this purpose.
• Transactions subject to VAT with reverse charge: Numerous recording errors have been detected in these transactions, remembering that it is necessary to point out that these are "subject to VAT" transactions.
• Protocol number: It is very important to report the protocol number correctly, as a high percentage of errors have been detected in this field.

Reference is made to the Note issued by the General Council of Notaries, in relation to Order HAC/305/2025, of March 27 (HERE you can consult it, and to which we already made a reference in a previous newsletter), which establishes the system of collection of the amount of the stamp of the folios of the matrix and of the authorized copy in electronic support.

This Order, although already in force, is pending the implementation of the technical IT aspects of the same for its effective implementation.

As soon as this happens, its deployment will mean an increase in the cost of public documents, since the notary's office will have to collect the amount of the "electronic stamp" as a supplement.

As soon as the computer system to be developed by the FNMT is completed, it will be communicated to the public so that they are aware of it.

Attached (HERE) link to Tax Circular 4/2025 of the Notarial Association of Catalonia, where the main tax changes in Catalonia that come into force as of June 27, 2025, by Decree Law 5/2025, are analyzed. Specifically:

• New escalation of the ITP from 10% to 13% (for amounts over 1.5M euros).
• Aggravated rates of 20% for large holders and transfers of entire buildings.
• New reduced rates for the purchase of primary residences for young people under 35 years of age, large families, people with disabilities, single-parent families and victims of gender violence.
• New TPO bonuses for non-profit housing cooperatives, or in the transfer of office buildings for their transformation into VPOs.
• The AJD tax rate for notarial documents in which the VAT exemption has been waived is increased to 3.5%.
• 100% AJD rebate for young people up to 35 years of age in the purchase of a primary residence (if they meet a series of requirements).
• Abrogation of the tax credit for the transfer of real estate in the case of real estate companies.
• In the ISD, the term for the acquisition of the home is extended from 3 to 6 months in the case of donations of money from relatives for the acquisition of the home.

Attached (HERE) link to the State Plan to Combat Corruption, recently approved by the Government, which, among other measures, includes the possibility of making it mandatory in the near future:

• To register in the Mercantile Registry all transfers of corporate shares.
• To electronically deposit the membership book in the Commercial Registry on an annual basis.
• Also, to link the effectiveness against third parties of the transferability of the shares to their registration in the registry.

At present, Spanish mercantile legislation does not require the registration in the Mercantile Registry of the ownership of the shares of limited liability companies, so that the future reform that is planned may have a great impact on the mercantile traffic in our country. To closely follow the legislative evolution of the proposed measure.

Attached (HERE) curious Resolution of the General Directorate of Legal Security and Public Faith of June 12, 2025 (BOE of July 3, 2025), in which the General Directorate resolves an appeal against the refusal of the Central Mercantile Registrar II to reserve certain company names.

Of all the names applied for, the ones that are of interest here are the refusal of the names "EVM, SL" and "EVM Hub, SL", which was based on the existence of identity or quasi coincidence with others already registered or reserved (such as "EVM Group, SL" or "VMP Hub, SL").

After the corresponding appeal was filed, the Directorate General issued an interesting resolution, in which it reviews the requirements that must be met by the corporate names that are intended to be reserved for the incorporation of a new company (or change of name, of course), focusing its attention on the concept of identity (Art. 408 of the Regulations of the Mercantile Registry and the Order of December 30, 1991, on the Central Mercantile Registry) and, in particular, on the generic terms or expressions devoid of differentiating virtuality that, added to an already existing name, do not allow its differentiation (and therefore should not be admitted).

For this purpose, please find attached HERE a help guide from the Central Mercantile Registry where a list of these generic terms is included.

In the specific case, the word "Group" or "Group" is included in the list of generic terms (so that the requested denomination cannot be admitted).

In contrast, the Directorate General considers that a different conclusion must be reached with respect to the name "EVM Hub, SL", since a term ("Hub") is added that is not included in the aforementioned list and must be considered sufficiently differentiating to avoid incurring in the prohibition of identity of names.

Interesting resolution that reminds us and provides us with interesting resources to choose well the name of our future company and not have problems with it.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of June 19, 2025 (BOE of July 9, 2025), in which the General Directorate resolves a case related to an application for the assignment of a short term rental registration number to a registered property.

As is known, since the entry into force (July 1, 2025) of Royal Decree 1312/2024 (HERE it can be consulted) all lessors of short term properties are obliged to obtain a registration number at the Land Registry in order to be able to offer their services through the online platforms.

In this specific case, the interested party requests the assignment of this Registry number, which is denied by the Registrar, since the bylaws of the community of owners establish that "the sixty-six apartments existing in the building will be destined exclusively to housing, without being able therefore to install in any of them, nor in part of the same industries, commerce nor, in short, to exercise any activity or profession its owner or any person that could occupy it".

After the corresponding appeal, the General Directorate confirms the qualification note, establishing that, in these cases, it is necessary to differentiate between the administrative authorization to exercise an activity of short-term tourist use, and the civil plan, because even with this authorization, if the community of owners prohibits this use, it will not be possible to assign the registration number required by the new rule to be able to advertise the property on online platforms for tourist rentals.

This resolution serves as a reminder of the entry into force of this new regulation and, also, to see the importance of examining in detail the civil aspects that may influence the development of an economic activity on a property.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of May 27, 2025 (BOE of June 25, 2025), in which the General Directorate resolves a case related to a deed of cancellation of a resolutory condition with the following conditions:

• The deed of sale is formalized, where part of the price is deferred in the future, with a schedule of several payments, the last one being due on 12/31/2024.
• A resolutory condition is constituted as a guarantee of the deferred price, which may be cancelled, as agreed, unilaterally by the buyer, when payment of the amounts due is evidenced.
• The buyer makes the payments (but the last one is made after the deadline by means of a transfer dated 03/01/2025) and on this basis, grants the deed of cancellation of the resolutory condition which is presented for registration.

Once this deed was presented to the Land Registry, the Registrar qualified it negatively, considering that since the deferred payment had been made beyond the deadline agreed between the parties, the agreed condition for the buyer to be able to unilaterally cancel the resolutory condition was not fulfilled, so that the express consent of the seller will be necessary in order to register the intended cancellation.

Upon appeal, the General Directorate confirms the qualification note, considering that, since the only thing that was expressly agreed as an event of unilateral cancellation was the payment of the deferred price as a deadline of 31/12/2024, and the payment has been made later, it is not appropriate to resort to this unilateral means, The only way to cancel the resolutory condition is to resort to the general rules, i.e., the express consent of the holder of the resolutory condition or a final judicial decision, or the expiration of the cases of legal expiration that for the cases of resolutory conditions that are not in guarantee of the deferred price.

Attached (HERE) link to Webinot 78 of the Notarial Association of Catalonia, where the Notary of Reus Mr. Emilio Mezquita García-Granero analyzes in depth the controversial concept of large holder and the challenges posed by its definition in the notarial practice and in the taxation of the operations that are formalized in the notarial offices.

Also attached (HERE) Resolution 3/2025, of the General Directorate of Taxes and Gaming of the Generalitat de Cataluña, which offers interpretative guidelines in relation to the ITP and the application in Catalonia of the 20% tax rate in onerous property transfers of dwellings when the acquirer is an individual or legal entity that is considered a large holder, or a complete building of dwellings is transferred. In the Resolution, for example, as interesting aspects, the following can be highlighted:

• The calculation of large-holding dwellings will not be taken into consideration when a usufruct or occupancy right is held (whether of full ownership or bare ownership).
• If the taxpayer owns less than 100% of one or more properties, the taxpayer will be considered a large holder if the sum of the surface areas of all the properties where he/she owns some % is greater than 1,500 square meters.
• In the case of individuals, their primary residence is excluded from the calculation.
• In the case of a complete sale of a building, a building will be considered to be a building if it has 2 or more independent dwellings, whether or not the horizontal division has been made (thus excluding the transfer of single-family dwellings). Likewise, the 20% tax will only be applied to the surface of the building that has residential use, as well as to the common elements, but not to the proportional part that is qualified for other uses (premises, warehouses, parking lots, etc.).

Also, on this subject, please find attached (HERE) fiscal circular number 5/2025 of the Notarial Association of Catalonia, which provides more interpretative criteria on this matter.

Attached (HERE) link to the website of the Institut Català de Finances where the so-called "Emancipation Loan" is launched, by virtue of which, if you are between 18 and 35 years old and want to buy your first home, the "ICF Habitatge Emancipació loan" allows you to finance the down payment up to 20% of the purchase price, with a limit of 50,000 €.

In order to have access to these loans, a series of requirements must be met, such as:

• Be between 18 and 35 years old.
• Purchase of the applicant's first home to be used as a primary residence.
• Not exceeding certain gross income thresholds (for example, a single person, 80,963.31 euros / year).
• No significant debts or defaults with banks.
• The property to be purchased must be in Catalonia, have a current certificate of occupancy and not be previously classified as a VPO.

The particularity of the loan is that the debtor will not have to pay it back until the mortgage with the bank is paid off. After this period, a period of 5 years will be available to repay the entire loan in monthly installments, with an interest rate of 0%.

However, as a negative aspect, it should be pointed out that, in order to increase the supply of affordable housing in Catalonia, the housing acquired through this method will become permanently subsidized housing (VPO) at a limited price.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of April 25, 2025 (BOE of May 23, 2025), in which the General Directorate resolves a case related to a public deed that is presented in electronic authorized copy format with CSV through the Electronic Headquarters of the Association of Property Registrars.

Once this deed has been presented, the Registrar refuses the filing entry, as he considers that the Notary's authorization of the document provided cannot be verified and guaranteed by this means.

Once the corresponding appeal was filed, as it could not be otherwise, the qualification was revoked, and the General Directorate resolved that, in effect, the electronic authorized copies issued by the notaries, with their corresponding CSV, are fully valid to cause a filing entry (and its subsequent registration, if applicable) in the Land Registry, since the Registrars, through a restricted computer portal at their disposal, can download the document with the electronic signature of the Notary and thus verify its authenticity and full validity, in order to produce the corresponding registry effects.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of April 9, 2025 (BOE of May 21, 2025), in which the General Directorate resolves a case related to a deed of dissolution and liquidation of marriage of two foreign persons (of Swiss nationality), by virtue of which, a distribution of assets is made between two divorcing persons. The deed does not contain the tax identification number of the ex-husband who assigns his property rights to the ex-wife over the property in question.

When presented for registration in the Property Registry, the same is negatively qualified, among other issues, because the NIF of the ex-husband, who assigns his property rights over the property in question to his ex-wife, is not included.

The corresponding appeal was lodged and the qualification note was confirmed by the Directorate General, ruling that, in accordance with art. 23 LN and 156.5 RN, it is compulsory for the deed to include the NIF of the grantors when "acquiring, declaring, constituting, transferring, encumbering, modifying or extinguishing the ownership and other rights in rem over real estate", or of a different act or contract, but with tax transcendence, In these cases the obligation of accreditation and proof of the respective tax identification numbers extends to the persons appearing and to the persons or entities in whose representation they act, regardless of whether their contractual position is that of transmitters or constituents of the respective real right or as acquirers of the same.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of March 26, 2025 (BOE of May 19, 2025), in which the General Directorate resolves a case related to a mortgage loan deed, with the following key elements:

• A company requests a loan from a financial institution.
• The financial institution, in order to grant this loan, requires a guarantee, which is provided by a mutual guarantee company.
• This reciprocal guarantee company, in order to secure the repayment of the guarantee, requires the creation of a mortgage on a property owned by the company.
• In that mortgage, it is agreed that the concretion of the guaranteed future obligation (which will depend on the amount that the guarantor must finally contribute if the guarantee becomes effective), will be specified by means of the unilateral granting by the mutual guarantee company of a certificate recording the balance of the account and a notarized certification of such balance.

Once the deed is presented for registration, it is negatively qualified, since the Registrar considers that the secured obligation is not determined, which would give rise to a null registration under art. 30 LH.

Upon appeal, the Directorate General revoked the qualification note, considering that in this case the principle of specialty is not infringed, since the mortgage loan deed expressly and concisely specifies the items from which the amounts that may be owed in the future by the mortgagor as a consequence of the breach of the guarantee policy secured by the mortgage are derived.

Attached (HERE) curious Resolution of the General Directorate of Legal Security and Public Faith of May 23, 2025 (BOE of June 23, 2025), in which the General Directorate solves a case related to a deed of incorporation of a limited company, with the following key elements:

• A company (let's call it "X") decides to set up a new sole proprietorship, and to this end, it adopts a resolution within its board of directors.
• Once the resolution is adopted by the board of directors of the parent company, a certificate of the board resolution is issued (by the persons empowered to do so) so that the new subsidiary can be incorporated. The certificate of the board resolution does not include the names of the directors attending the meeting at which the resolution was adopted.
• Finally, a director of company "X", in execution of this agreement, and under the protection of this certification, goes to a Notary Public and formalizes the deed of incorporation of the subsidiary company.

Once this deed of incorporation was submitted for registration, the Registrar refused to register it, alleging that the certificate of the resolution must contain the names of the directors who adopted the resolution.

After the corresponding appeal, the qualification was revoked by the General Directorate, which reminded us that the requirement of stating the names of the members of the board of directors who attended the meeting at which the resolution was adopted is a requirement for the registration of the resolutions of the board of directors insofar as they refer to their own company, but not in the execution of a resolution that refers to a new subsidiary company, as in this case, so that this detail is not required in the certificate of the resolution of the board of directors.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of May 23, 2025 (BOE of June 23, 2025), in which the General Directorate resolves a case related to a deed of dation in payment of debt, by virtue of which, a company gives to two of its partners a property, in partial payment of a debt of more than 900,000 euros.

In the aforementioned deed of acknowledgment of debt, the grantors stated that, in the past, due to the lack of liquidity of the company, the partners lent more than 900,000 euros to the company, these contributions being reflected in the company's accounts, being able to be accredited where necessary, as stated in a major account document that was exhibited to the authorizing notary and incorporated into the aforementioned deed.

Once the deed was presented for registration, the Registrar refused to register it, alleging that the means of payment for the amounts contributed by the partners to the company and which are subject to compensation were not identified.

After the corresponding appeal, the General Directorate revoked the qualification note, considering that the debts extinguished by the assignment are perfectly causalized and identified in the general ledger, with the probative value attributed by law to such accounting, so that the hypothesis of fictitious debt acknowledgments that would remain outside the possibility of detection, verification and regularization of tax non-compliance or money laundering regulations is excluded.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of May 23, 2025 (BOE of June 23, 2025), in which the General Directorate resolves a case related to a loan deed with mortgage guarantee, which has the particularity that in the same one a mortgage is constituted on two properties, and it is stated that the distribution of the mortgage responsibility is made in a sheet attached to the deed (which is provided without signature).

When this deed was presented to the Land Registry, the Registrar qualified it negatively, considering that there are doubts as to the authenticity of the distribution table, since it is contained in an attached document that lacks any signature legitimated by a person with sufficient powers.

After the corresponding appeal, the Directorate General revoked the qualification note, considering that in these cases, and in accordance with art. 154 of the Notarial Regulations, "the signature of the grantors and witnesses will not be necessary in the partitions and other documents that are notarized, even when they are drawn up on ordinary paper, duly reinstated, if the public instrument by which they are notarized is on stamped paper". Thus, it is unequivocally clear that the documents incorporated into the deed itself become an integral part of it for all purposes, so that there can be no doubt as to the authenticity of the mortgage distribution table, even if it is not signed by the parties.

Attached (HERE) link to the Sentence of the Supreme Court, Chamber I, number 2129/2025, of May 9, in which the high court resolves a dispute regarding who must assume the expenses of the community in rented VPOs (i.e., the tenant or the administration owner of those VPOs).

In order to resolve the dispute, the Supreme Court recalls that the first additional provision of the LAU (paragraph 8) establishes that public housing leases shall be governed by the specific rules of the latter, which are the regional rules on this type of leased housing. Thus, in the specific case, the autonomous regulation (that of Madrid) allows the lessor to receive, "in addition to the initial or revised rent, the actual cost of the services enjoyed by the tenant and paid by the lessor", as long as this is stated in the contract, as was the case, so that, in effect, in this case, it corresponds to the tenant of VPO to pay the expenses of the community of his dwelling.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of May 7, 2025 (BOE of June 7, 2025), in which the General Directorate resolves a case related to a deed of dissolution and liquidation of a company, with the following key facts:

• The notice of the general meeting is published in the "Official Gazette of the Mercantile Registry" and in one of the newspapers with the largest circulation in the province where the registered office is located.
• However, according to Article 11 of the bylaws of said entity, "the administrative body shall summon the members to the holding of any General Meeting, by means of telegraphic correspondence or duplicate writing delivered personally upon receipt of which the signature of the member acknowledging receipt is obtained".

When this deed was presented for registration, the Registrar refused to register it, considering that the meeting adopting the resolution had not been convened in accordance with the requirements established in the corporate bylaws.

Upon appeal, the qualification was confirmed by the General Management, considering that when the bylaws specify that the form of notice of the general meeting to be sent by registered letter with notice of receipt (or similar), the specific characteristics of the notice of the meeting are determined, without it being within the competence of the administrative body to modify it, this being so because the shareholders have the right to know the specific form in which they are to be summoned, so that this is the only form in which they will expect to be summoned and to which they will have to pay attention.

Attached (HERE) link to a video of Fiscal Flash of the Notarial Association of Catalonia, where the notary of Barcelona Mrs. Elena Cantos comments on an informative consultation of the Tax Agency of Catalonia (specifically the 94/24), which deals with the query made by an individual on how to tax a donation of real estate from an individual to a company.

The ATC considers that in the contribution of the property made by the partner to the company free of charge, it is necessary to take into account art. 3.2 of Law 19/1987 (Inheritance and Gift Tax Law) which provides that capital gains obtained for profit by legal entities are not subject to ISD, but are taxed under Corporate Income Tax (Law 27/2014), so that the deed documenting the donation of the property to the company must be taxed under the legal acts modality (as the IS is compatible with the IAJD and the other requirements are met).

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of May 8, 2025 (BOE of June 9, 2025), in which the General Directorate resolves a case related to a deed of elevation to public deed of a contract of sale. The relevant facts of the case are the following:

• The property initially belonged to a married couple, 50% jointly and severally.
• This couple had only one child.
• After some years, the husband died (without a will).
• In view of this death, the only son is declared sole heir intestate by means of the corresponding notarial act.
• Subsequently, the surviving spouse (the mother) and the son (now sole heir abintestato) formalize a private agreement of dissolution of community property and distribution and adjudication of the inheritance (that is, without a public deed and without registering the inheritance in the Land Registry), where the son is awarded the undivided half of his deceased father's estate.
• By virtue of his status as heir and this private agreement, the son proceeds with the sale of his undivided half (which the mother also consents to).

Once the deed is presented for registration, the Registrar refuses the registration, based on the principle of successive tract, since in the Registry, that undivided half is registered in the name of the father, so that, in order for the son (now heir) to be able to sell that half, it is necessary that the inheritance is previously registered, that is, that the liquidation of community property and adjudication of the inheritance in favor of the son is formalized in a public document and registered in the Registry.

After the corresponding appeal, the General Directorate revoked the qualification note, based on its doctrine of abbreviated successive tract, by virtue of which it is possible to register the sale of singular assets of the inheritance made by all the heirs, without prior partition and adjudication of the inheritance and its assets, provided that their call to the inheritance is accredited with the corresponding inheritance title and its complementary documents, as well as the prior compliance with the obligations related to the Inheritance Tax.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of April 25, 2025 (BOE of May 23, 2025), in which the General Directorate resolves a case related to a public deed that is presented in electronic authorized copy format with CSV through the Electronic Headquarters of the Association of Property Registrars.

Once this deed has been presented, the Registrar refuses the filing entry, as he considers that the Notary's authorization of the document provided cannot be verified and guaranteed by this means.

Once the corresponding appeal was filed, as it could not be otherwise, the qualification was revoked, and the General Directorate resolved that, in effect, the electronic authorized copies issued by the notaries, with their corresponding CSV, are fully valid to cause a filing entry (and its subsequent registration, if applicable) in the Land Registry, since the Registrars, through a restricted computer portal at their disposal, can download the document with the electronic signature of the Notary and thus verify its authenticity and full validity, in order to produce the corresponding registry effects.

Attached (HERE) link to a newspaper article that refers to a very recent and relevant ruling in the tax field, since the Supreme Court, in its ruling of May 20, 2025 (the link to it will be provided as soon as it is published in CENDOJ), has ruled that when a company has tax debts, the subsidiary liability of the administrators for such debts does not operate automatically, Rather, as it is of a sanctioning nature, in these cases the Tax Administration, in order to be able to make the derivation of liability provided for in the General Tax Law, it is necessary to observe a sanctioning procedure with all the constitutional guarantees (such as the presumption of innocence for example), being therefore mandatory to prove the fault of the administrator in the generation and non-payment of such debt.

Thus, from now on, when a company has debts, it will not be able to automatically demand their payment from its administrators, but it will have to prove its fault and responsibility in order to be able to demand their payment subsidiarily.

Attached (HERE) link to the interesting judgment of the Provincial Court of Oviedo of March 4, 2025 (SAP 776/2025), in which a case is resolved regarding a disorderly and abrupt closing of operations in a commercial company (the classic "persianazo" where the company stops operating "from today to tomorrow", without following the established channels for business crises, and without carrying out an adequate liquidation of the assets and liabilities of the company).

In these cases, as stated in the Judgment, this can lead to the imposition of personal liabilities against the company's administrators, since, in short, any company "can go wrong", but in such a case, the law establishes the ways to order this business crisis (insolvency proceedings, etc.), so that, if these ways are not followed and the "persianazo" is chosen, this can lead to serious economic consequences for the company's managers who adopt this incorrect solution.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of April 2, 2025 (BOE of May 17, 2025), in which the General Directorate resolves a case related to a deed of inheritance, regarding the succession of a lady who, in her will, instituted as universal heir of all her assets "to the relatives who take care of her during the last years of her life".

After the death of the testatrix, the heir who has taken care of the lady, accredits such condition by means of a notoriety act, providing the pertinent proofs, which is declared as Notorious by the public notary in question.

Once this deed was presented for registration, the Registrar qualified it negatively, considering that the institution of the heir is uncertain and, therefore, it is appropriate to open the intestate succession.

Faced with this opinion, the corresponding appeal was filed before the General Directorate, the qualification was revoked, considering the course followed by the interested parties to be correct, that is, that in this type of situation, the designation of the heir is valid, and the appropriate instrument to determine the heir who has taken the greatest care of the testatrix is the notarial act of notoriety, in which the corresponding evidence must be provided to accredit the identity of the person in question.

Attached (HERE) link to the binding consultation of the DGT (number V0435-25, of March 21), in which the General Directorate of Taxes resolves a case of a taxpayer who acquires a subsidized housing (VPO), in which the purchase price (which has been fixed by the administration) is lower than the reference value.

In this case, the taxpayer raises the question of whether, as the sale price has been fixed by the administration, it is necessary to liquidate the ITP of the transaction based on that price or based on the reference value.

The DGT resolves the case by applying the general regulations, that is, it states that the taxpayer is obliged to make the corresponding self-assessment for the reference value, and once it has been paid, if it considers that the assigned value is detrimental to its legitimate interests, then it may claim a refund from the Tax Agency of the excess tax paid, through the legal channels established for this purpose.

Attached (HERE) link binding consultation of the DGT (number V0411-25, of March 20), in which the General Directorate of Taxes resolves a case of a taxpayer who renounced to 25% of an apartment he inherited, in favor of one of his brothers.

In these cases, the governing body of the Ministry of Finance determines that, when the taxpayer renounces the inheritance in favor of another heir, Inheritance Tax must also be paid, since it will be considered that the legacy has been previously accepted (it is therefore considered that it is not a pure renunciation of an inheritance but a renunciation in favor of a specific person).

In addition, the DGT points out that, in this case, the heir must also pay personal income tax on the donation to his brother, but only if it has resulted in a capital gain, whereas, if it is a loss, he will not be able to deduct it.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of April 2, 2025 (BOE of May 17, 2025), in which the General Directorate resolves a case related to a deed of merger of companies in which it is accredited that the companies involved in the merger are up to date with the payment of their tax obligations, providing for this purpose two certificates from the State Agency of Tax Administration and the Social Security.

Once the document was presented for registration, the Mercantile Registrar denied the registration, alleging that, in addition, it is necessary to prove that they are up to date with the payment of their tax obligations to the Autonomous Community and to the City Council to which they belong.

After the corresponding appeal, the Directorate General resolved the case by revoking the qualification note, considering that in these cases, it is only necessary to accredit that the company is up to date with its tax obligations with the AEAT (state tax authorities) and with the Social Security, and it is not proportionate to require further accreditation (with the regional or local administrations) in the case of this type of structural modifications.

Attached (HERE) link to an interesting and very recent post of the prestigious law firm Ashurst, where in the same one they echo a recent binding consultation presented by this office, and solved by the General Directorate of Taxes, in which the doubt arises if the deed of sale of property and subrogation of mortgage debtor, is subject or not to the gradual quota of the AJD.

In said Resolution, the DGT responds negatively, so that, in this type of joint operations (i.e., sale plus subrogation of debtor), it is not subject to the gradual quota of the Stamp Duty Tax ("AJD"), without prejudice, of course, to the subjection to the tax of the sale itself, a non-controversial issue.

As soon as the resolution is published in the DGT search engine, it will be linked.

Attached (HERE) link to a new Fiscal Flash of the Notarial Association of Catalonia, in which the notary Mr. Manuel Sarobe Oyarzun, analyzes the resolution of the Economic-Administrative Court of November 19, 2024, on the incidence of the value of a building declared in a deed in the calculation of the capital gain.

Thus, as a key issue, the key question in these cases is what value can be computed for a building not accredited with invoices, the TEAC resolving that only the investments actually made and justified by documentation can be included in the acquisition value, so that the mere declaration in writing is not sufficient.

Thus, the taxpayer must keep the invoices until the sale of the property, so that, in the absence of proof, the Administration may assign a zero value to the building, even if a technical appraisal is presented without the support of accredited payments.

Attached (HERE) link to the interesting Supreme Court Decision (STS 32/2025, of January 7), in which a case is resolved in which it is discussed whether the transfer (during the lifetime of the current owner) of a house to a child in precariousness (that is, leaving a house to a child to live in it in exchange for nothing), should be computable or not in the inheritance of such parents as a donation that can be collated, once their death occurs.

In this case, the Supreme Court responds in the negative, stating that, in these cases, it is a question of the free transfer of a property, which does not involve the donation of any right, since the person who transfers the property on a precarious basis, as in this case, can terminate this situation at will, without the occupant having a title that recognizes a right to possess beyond the will of the owner that is renewed at every moment. For that reason, it cannot be admitted that the market value of the use of the house assigned in precariousness should be computed for the purposes of the calculation of the legitimate or for its eventual collation.

It is linked (HERE) communication sent by the Civil Registrar of Barcelona, in relation to the oaths of nationality that are carried out before a Notary Public. Specifically:

• It is recalled that, in accordance with Article 51.1 of the Civil Registry Law, the interested parties may only keep two simple names or one compound name (and not three as some people have in their countries of origin).
• It is also reminded that it is not correct to keep the husband's surname in place of the mother's maiden name, nor should the mother's maiden name be accepted with the preposition of the husband's surname.
• Finally, it is important to verify the correct knowledge of the Spanish language, in order to ensure compliance with the provisions of the law and, where appropriate, to avoid identity theft.

To be taken into account in all nationality oaths to be formalized before a Notary Public.

Attached (HERE) link to Fiscal Flash of the Fiscal Commission of the Notarial Association of Catalonia, where the interesting fiscal figure of the inversion of the VAT taxable person in a transaction of transfer of a real estate under a contract of purchase option between a commercial entity and a cooperative is approached.

For this purpose, DGT Consultations 197 and 198 of 2025 are analyzed, where the DGT uses a restrictive criterion, by virtue of which the concurrence of an execution of a guarantee is considered as an essential element, so that, if the retention of part of the price of the transfer is destined by the buyer to the cancellation of the mortgage charges, the assumption of inversion of the taxpayer would not be applicable.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of March 12, 2025 (BOE of April 4, 2025), in which the General Directorate resolves a case related to a deed of sale, where the parties agree that part of the sale price will be determined in the future (based on a system referenced to the price of a future sale, minus the expenses of the operation updated based on the CPI).

The Land Registrar refuses the registration, arguing that, in essence, the part of the price relating to the current sale is not determined and cannot be determined.

Upon appeal, the DG revoked the qualification note, applying the case law and doctrine in force, according to which "there should be no objections when the parties have established objective procedures on how to carry out the pricing", as in this case, where it is objectively verifiable the parameters to be applied (future sale price minus expenses updated to CPI) to determine that part of the outstanding price.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of March 11, 2025 (BOE of April 4, 2025), in which the General Directorate resolves a case related to a deed of incorporation of a company, where the reservation of the corporate name is made by a natural person who is appointed as sole administrator of the new company in the same deed, without being a founding partner of the same.

The Mercantile Registrar denied the registration under Article 413-2 RRM, by virtue of which the reservation of the company name must be made by a founding partner, this criterion being confirmed by the General Directorate in the appeal that is being resolved. It serves as a reminder for all entrepreneurs who want to create a new company.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of March 4, 2025 (BOE of April 5, 2025), in which the General Directorate resolves a case related to a deed of sale that is formalized in September 2024.

Presented for registration, the same is denied by the Registrar, alleging that there is no record of the prior cancellation of the prohibition of alienation encumbering the property, which had a duration of 3 years, counting from April 20, 2016.

Against this qualification, the authorizing Notary lodged an appeal before the DG, which revoked the qualification note, alleging in summary that the prohibition to dispose that encumbers the properties was stipulated for a term of three years from the date of the deed of sale of the buyers (April 20, 2016), so that, it is clear, therefore, that at the time when the transfer referred to in the appeal takes place (September 6, 2024), the term of three years that was stipulated has already elapsed. Thus, even though our legislation is based on the principle of rogation, as has been the case with the request for cancellation of the resolutory condition, in the present case, being a deed of sale whose registration is sought, the request for cancellation of the prohibition to dispose must be understood as implicit.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of February 25, 2025 (BOE of March 26, 2025), in which the General Directorate resolves a case related to a deed of modification of the corporate purpose of an SL, where the company deletes from its corporate purpose one of the various activities that, to date, composed it, without expressly mentioning the CNAE that the SL must maintain or present from that moment on.

This criterion is confirmed by the DG in the appeal being resolved, literally stating that "both the registration of the incorporation of the company and the registration of the modification of the corporate purpose must necessarily contain the activity code corresponding to the main activity carried out by the company, which code must be the one that best describes it and with a sufficient breakdown".

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of February 27, 2025 (BOE of March 22, 2025), in which the General Directorate resolves a case related to a unilateral termination act for breach of contract by virtue of which, the selling company of a property, declares the unilateral termination of the sale and purchase contract, for lack of payment by the buyer, requesting the re-registration of the property in the name of said selling company.

In this interesting and long resolution, a very good summary is made on the conditions and requirements that must be met in order to be able to reinscribe the property in favor of the seller in application of a resolutory condition, that is:

• That the buyer has not paid one of the installments.
• There must be a willingness to default on the part of the buyer.
• The seller must have fulfilled all his obligations.
• In order for the sale to be settled, the seller must demand payment from the buyer by court or notary.
• The re-registration in favor of the seller, by way of a requirement to the buyer ex art. 59 RH, inexcusably requires the consignment of the amounts that the buyer had delivered as part of the price, and this even in the case that there are no holders of subsequent charges to be cancelled.

It is linked (HERE) the Order HAC/305/2025, of March 27, which approves the electronic stamped notarial documents, by virtue of which, relevant novelties are introduced in the matter of taxation of electronic notarial documents.

Thus, as established in the regulation, the new electronic notarial documents (specifically, the "electronic matrix folio" and the "electronic authorized copy folio for third parties"), in accordance with the ITP Law, are subject to the Stamp Tax (Actos Jurídicos Documentados), notarial documents and, therefore, to the so-called fixed rate of this type of taxation.

On this basis, the Order designates the General Council of Notaries as the new obliged subject, since this institution assumes the function of centralizing the information and guaranteeing the correct allocation of the tax to the corresponding public entities, under the control of the Tobacco Market Commission.

The collection and settlement procedure is similar to that already in place for physical stamped documents, so that each month the General Council of Notaries must send the Tobacco Market Commission a detailed report on the revenue obtained and the number of electronic documents used, broken down by Autonomous Community. Subsequently, the Commissioner will verify the information and communicate it to the Directorate General of the Treasury and the AEAT, who will manage the payment of the tax to the Public Treasury. The Autonomous Communities will receive the corresponding collection according to the assignment of the tax in their respective territories.

Pending formalization of its development and technical implementation for its full start-up, which may entail a significant cost increase in the public documents to be authorized.

Likewise, the annex of Order HAC/305/2025 establishes the technical specifications of these documents, which must comply with the ISO 19005 standard. Thus, each stamped folio will include security information such as:

• Unique identifier in alphanumeric format.
• 2D code with unique identifier.
• Image of the Spanish government stamp and coat of arms in specific color.
• Stamp number encoded with the identifier of the corresponding Notarial Association.

It is linked (HERE) article published in the blog of the Notary's office, related to the novelties of the digital ID and its practical application in the day to day of a Notary's office.

As indicated in said article, since a few weeks ago, it is already possible to obtain a digital version of our DNI through a mobile app, which is fully valid and effective, as if it were the traditional physical DNI that all Spanish citizens have.

For its use in a Notary's Office when signing a public document, however, it will still be necessary to wait a few months, because as the regulation itself indicates and as reflected in the Communication 1/2025(HERE you can consult it), an adaptation period of 12 months is established so that the Technological Center of the Notary's Office can make the necessary technological innovations for the proper functioning of this new digital resource.

It is linked (HERE) press release from the Barcelona City Council, where the initial approval, by the Barcelona City Council, of the new ordinance of the right of first refusal (pending final approval by the Plenary) is announced. In it, the technical criteria are developed on the basis of which the administration will decide whether or not to exercise this right, among which are:

• The regulation prioritizes the purchase of properties with more than ten dwellings, empty apartments or buildings with vulnerable people, people with disabilities or in neighborhoods at risk of gentrification.
• The municipality may waive the right to purchase a property and assign this right to third parties or public housing developers, to the legal occupants of the property or to private or non-profit developers whose purpose is the promotion of subsidized housing (with which, in practice, it is possible that the number of cases in which this right of first refusal is exercised will increase significantly).
• The ordinance also provides for the opening of a web site with access to beneficiary entities to consult the properties subject to the rights of first refusal in which the city council has no interest.
• With respect to the right of withdrawal, the period for agreeing to exercise this right has been extended to three months.
• The ordinance foresees that, when communicating the transaction to the administration, more information will have to be provided than has been the case to date. In particular, it will be necessary to inform whether the sale is planned in a single joint transaction, or in several transactions in favor of different purchasers, and it will also be necessary to identify the potential purchaser or purchasers.

To follow up on the matter once the rule is definitively approved, which will provide more legal certainty and predictability to those who, if applicable, are involved in operations where this right of the administration is applicable.

Attached (HERE) link to an online training session, given by the Association of Notaries of Catalonia, dedicated to the study and analysis of digital notarial developments in Spain. It addresses in particular the implementation of Law 11/2023, the development of the electronic protocol and the growing use of electronic authorized copies with CSV.

Very interesting session to get up to date on this new modality of electronic authorized copies, the process for their creation and validation by third parties, their possibilities of use in practice for legal operators, etc.

It is linked (HERE) Tax Consultation issued by the General Directorate of Taxes, at the request of a question posed by the Notary of Castro Urdiales Mr. José Javier Corral Martínez (and made known by the same in a post on his more than interesting LinkedIn profile), in relation to a company, whose Tax ID number has been revoked by the Treasury for years, which, in a judicial proceeding, is sentenced, in a final judgment, to formalize the sale of a parking space in favor of the plaintiff.

The judicial resolution (obligation to sell) collides in principle with DA 6 of the LGT and art. 23 of the Notary Law, which prohibit the Notary to authorize deeds whose grantor has a revoked NIF.

However, in this case, as resolved by the DGT, the sale is ordered by a final court decision, so that the abstention indicated above in the aforementioned regulations is not applicable, so that the deed can be granted.

Attached (HERE) link to an online training session, given by the Association of Notaries of Catalonia, dedicated to the study and analysis of the contracting of mortgage loans and the products linked / combined to them (insurance, etc.). In this practical session, the issue is addressed in detail and rigorously, analyzing from a practical point of view the legal regime of contracting products linked / combined to mortgage loans, with special reference to its regulation in art. 17 LCI. By way of summary:

Tied sales:

1. Definition: A situation that may arise when a mortgage loan is offered as a "pack" together with other products (insurance, an alarm, etc.) that must be compulsorily contracted by the debtor, or else the bank will not grant the loan.
2. General principle: They are prohibited subject to exceptions (art. 17 LCI), such as, for example, involving a clear benefit to the consumer.
3. The bank may require the contracting of certain insurances (such as property damage insurance), which the consumer will have the right to contract with that entity or with another insurance company of his choice.
4. Consequence in case of non-performance: nullity of the ancillary contract.

Combined sales:

1. Definition: A situation that occurs when the bank offers a "package" of products, which can be contracted jointly or separately (i.e., the customer can choose to contract "only" the financing).
2. In combined practices, the lender must make the offer of the products combined and separately, so that the borrower can notice the differences between one offer and the other. 
3. Normally, the contracting of additional products can lead to improved financing conditions.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of February 12, 2025 (BOE of February 28, 2025), in which the General Directorate resolves a case related to a request for rectification of the surface area of a private element subject to the horizontal property regime, which is requested by private request (in short, it is requested that the apartment be described with a surface area of 165 meters, instead of the 157 meters currently registered).

For this purpose, the applicant files a private request under art. 201.3 of the Mortgage Law (which exempts the rectification file for surface rectifications that do not exceed 5% of the registered area).

The Land Registrar denied the registration alleging that, for apartments subject to horizontal property, the way of art. 201.3 is not applicable and that, therefore, it is required to modify the title of constitution of the horizontal property prior agreement of the community of owners with the legally required majority in Catalonia.

Upon filing the corresponding appeal, the Directorate General revoked the defect that refers to the application of art. 201.3 of the Mortgage Law, confirming that it is possible to apply this route also for apartments subject to horizontal property (i.e., when the surface area to be rectified is not greater than 5%) and, taking up the recent Resolution of April 18, 2023, reminds us that, in these cases, it is possible to rectify the surface area of the apartment without modifying the constitutive title, as long as this rectification does not imply an extension of work and, therefore, simply involves the rectification of an erroneous registry data, for which, in any case, it is necessary to have the agreement of the corresponding community of owners approved by the majority required by law (in Catalonia, 4/5 parts). 

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of December 11, 2024 (BOE of February 8, 2025), in which the General Directorate resolves a case related to a deed of sale, in which the buyer (through the agency of the bank that finances it) retains part of the price (1,126.70 euros), to be used for the cancellation of previous mortgage charges of the seller, this being a very common situation.

Once the deed was presented for registration, the Land Registrar refused the registration alleging that the means of payment by which the buyer delivered to the bank's agency (which financed the purchase) the amount of 1,126.70 euros, which was retained by the seller to be used to cancel the registration of his previous mortgage charges, had not been identified.

The General Directorate revokes the qualification, considering that what the law requires is to accredit the means of payment of payments made before or at the time of the execution of the deed of sale, but not with respect to payments or withholdings to be made later (as in the case, that is, money that the buyer will allocate to his agency so that it can manage the cancellation of the seller's previous charges in the registry).

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Attached (HERE) link to an online training session, given by the Association of Notaries of Catalonia, dedicated to the study and analysis of the notarial conciliation and its importance after the entry into force of the Organic Law 1/2025.

As I already had the opportunity to advance in my blog a couple of months ago (HERE), as of April 3rd, in order to file most civil and commercial lawsuits, it will be necessary to have previously tried an "ADR", that is, an appropriate means of non-jurisdictional dispute resolution. Among these ADRs, notarial conciliation (regulated in the Notary Act itself and with the particularities introduced by this LO 1/2025) stands out as a possible way.

In this practical session, the issue is addressed in detail and rigorously, delving into aspects such as:

1. Types of lawsuits where it will be necessary to carry out a prior negotiation activity.
2. Advantages of the notarial conciliation system.
3. The manner in which the conciliation process and act of conciliation will be carried out, the documentary form of recording the negotiation activity, the parties that will take part in the conciliation, notifications between parties, the possibility of carrying out proceedings by videoconference, ways of documenting the agreement, the role of the Notary Public in the negotiation, etc.

Attached (HERE) very interesting Resolution of the Directorate General of Law, Legal Entities and Mediation of December 5, 2024 (DOGC of March 14, 2025), in which the Directorate General resolves a case related to a deed of consummation of a succession agreement, where the person favored by the particular attribution of an estate in a succession agreement, upon the death of the grantor of the succession agreement, takes possession of said estate. The iter of the case is as follows:

1. In 2016, father and son formalize a succession agreement of private attribution, in which the father attributes to his son, at the time of his death, the ownership of a farm.
2. In May 2024, the father goes to a Notary Public and grants a deed of unilateral revocation of the inheritance agreement (alleging lack of care and supervening relationship with the son). This deed is reliably notified to the former beneficiary of this particular attribution.
3. A few days later, the father passed away.
4. Likewise, the son, goes to a Notary's office and formalizes in due time and form a deed of opposition to the revocation of the succession agreement and notifies it reliably to the Notary who authorized the revocation deed of the father.
5. Subsequently, the son grants the aforementioned deed of consummation of the inheritance agreement, where he takes possession of the property, which is intended to be registered in the Land Registry.
6. Once this deed of taking of possession of the succession agreement was presented for registration, the Land Registrar refused to register it, alleging that, since there was a revocation of the succession agreement and its opposition by the beneficiary, this situation would first have to be resolved in court, before being able to register the taking of possession.

The General Directorate, resolving the case, revokes the qualification note, considering that, in accordance with the Catalan civil legislation (art. 431-15 and 431-30 CCCat), if there is a revocation of the agreement and the opposition to the same formulated in time and form, this must indeed be resolved in court, but until this happens, the succession agreement remains in full force and effect, so that the registration of the same in the Land Registry cannot be denied, without prejudice, of course, to the outcome of the judicial process that, if applicable, may be initiated by the successors of the deceased.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of January 8, 2025 (BOE of February 12, 2025), in which the General Directorate resolves a case related to a deed of acceptance and adjudication of inheritance that refers to a property located on the coast.

After making the pertinent verifications required by law and the Coastal Regulations (consultation of the graphic representation and request for certification from the Peripheral Coastal Service), it appears that the property in question partially intersects (invades) the maritime-terrestrial public domain, according to the certification issued by the Coastal Service.

In this case, the General Directorate confirms the qualification note, understanding that the current regulation has been correctly applied (art. 36 of the Coastal Regulation), so that, with this partial invasion of the maritime-terrestrial public domain, the transfer cannot be registered, being previously necessary to rectify the description of the property (adapting it to the administrative demarcation) or, if applicable, to challenge the certification issued by the Coastal Demarcation from which this partial invasion of the maritime-terrestrial public domain derives.

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Attached (HERE) link to an online training session, given by the Fundación Notariado, dedicated to the study and analysis of the public elevation of corporate resolutions.

In this session, given by a retired notary officer, we will review relevant issues of practical application in the day to day of the office such as:

1. Review of competencies for the adoption of resolutions (general meeting vs. administrative body and/or liquidators).
2. Main types of corporate resolutions to be made public (amendments to bylaws, capital increases and reductions, termination and appointment of officers, etc.).
3. Persons empowered to elevate to public.
4. Detail of all the elements and circumstances that must be included in the minutes and certificates of the resolutions for their valid elevation to public record and registration (dates, calls, quorum for the adoption of the resolution, etc.).

Attached (HERE) Resolution of the Directorate General of Law, Legal Entities and Mediation of January 20, 2025 (DOGC of March 14, 2025), in which the Directorate General resolves a case related to a deed of correction of another public deed of horizontal division and extinction of community, in which the duration of a right of flight is modified, initially fixed at 30 years, becoming "of indefinite term" (all this, under the protection of art. 16.2 of the Mortgage Regulation).

The Land Registrar denied the registration, arguing that the property, being located in Catalonia, is subject to the rules of Catalan civil law, which set a maximum period for the right of flight of 30 years (art. 567.2-1 CCCat), this criterion being confirmed by the Directorate General of Property.

Another of the novel measures of Decree Law 5/2025, of March 25, adopting urgent measures in the areas of taxation, personnel expenses and other administrative matters (HERE) is the extension of the deadline to formalize the purchase of the first habitual residence when the same is formalized later and thanks to the donation of money to a descendant, and to be able to benefit from the existing tax advantage in the Donation Tax in these cases.

Thus, Article 4 of the Decree-Law extends to 6 months (up to now it was 3 months) the maximum period to formalize the purchase (from the time the donation of money has taken place), within which the tax benefit in the Donation Tax can be applied, that is, the reduction for donation destined to the first habitual residence of descendants (both in the case of donations of real estate or money to acquire them) provided for in Articles 632-20 and following of the Sixth Book of the Tax Code of Catalonia.

Entry into force: Three months after the day following publication in the DOGC (June 27, 2025).

It is linked (HERE) to Decree Law 5/2025, of March 25, adopting urgent measures in tax, personnel expenses and other administrative matters, which introduces relevant novelties in the area of ITP in Catalonia. Specifically:

1.- New general ITP brackets for the purchase of used homes:

• For transfers of real estate up to 600,000 euros: 10%.
• For transfers between 600,000 and 900,000 euros: 11%.
• For transfers between 900,000 and 1,500,000 euros: 12%.
• For transfers over 1,500,000 euros: 13%.

2.- Large increase in ITP for large holders: 

1. The tax rate is increased to 20%.
2. A large holder is considered to be an individual or legal entity that owns more than 10 properties for residential use or with a built surface area of more than 1,500 m2 for residential use located in Catalonia. This consideration also applies to any individual or legal entity that owns five or more urban properties for residential use located within the stressed residential market area declared by the Generalitat de Catalunya. Neither garages nor storage rooms are included in the calculation.

3.- Large increase in ITP when a building is sold:

1. The tax rate is increased to 20% in these operations, regardless of whether the building is horizontally divided or not.
2. Exception: the buyer must be a natural person, the building must have a maximum of 4 floors and all of them must be used as the habitual residence of the person acquiring them and his/her relatives up to the second degree of kinship, during the three years following the purchase.

4.- Elimination of the reduced rate of "3%" for companies engaged in the renovation and sale of homes:

1. The 70% ITP rebate that existed to date for companies in the real estate sector dedicated to the purchase, reform and sale of housing is eliminated (repeal of art. 641-8 of the sixth book of the Tax Code of Catalonia).
2. This measure comes into force the day after its publication in the DOGC ( i.e. March 27, 2025).

5.- Reduced rate of 5% for "young people" up to 35 years of age:

• A reduced ITP rate of 5% is applied for the purchase of the first habitual residence of young people up to 35 years of age or less, provided that the sum of the general and savings tax bases, minus the personal and family minimum, in their last personal income tax return does not exceed 36,000 euros.

6.- Entry into force:

• ‍Afterthree months from the day following publication in the DOGC ( June 27, 2025).

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of February 4, 2024 (BOE of February 21, 2025), in which the General Directorate resolves a case related to a mortgage loan deed granted by a commercial company that is professionally dedicated to it, which is not registered in the special Registry created by Law 2/2009, of March 31, at the National Institute of Consumption.

Having qualified the deed for this reason, the DG confirms the defect, ruling that any company engaged in the granting of loans in a professional manner in favor of consumers, in addition to its registration in the Registry of Lenders of the Bank of Spain, must be registered in the special Registry created by Law 2/2009, of March 31, at the National Institute of Consumer Affairs (or, if applicable, duly registered in the Registry of the Autonomous Community where it has its registered office, together with the corresponding notification to the Registry of the National Institute of Consumer Affairs).

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of December 16, 2024 (BOE of February 7, 2025), in which the General Directorate resolves a case related to a deed of merger of two SL, being the absorbed company a SLU wholly owned by the absorbing one, in which, no report of administrators or independent expert is provided, since it is stated that the absorbed SLU has no employees and therefore the merger has no effect on employment.

Once it was submitted for registration, the Commercial Registrar qualified it negatively, alleging that it is also necessary to make available to the employees the report of the administrative body referred to in Article 5 of RD-Law 5/2023.

Upon appeal of the aforementioned classification, the DG revoked the same, ruling that, in view of the specific circumstances of the case (i.e., that the absorbed company has no employees, that it is wholly owned by the absorbing company and that it is stated that the merger has no effect on the absorbing company's employment), in this case it is not necessary to provide the report in question.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of February 6, 2024 (BOE of February 21, 2025), in which the General Directorate resolves a case related to a deed of modification of horizontal property regime, by means of which, a new statutory clause is introduced in the statutes of the community of owners to limit the use of the houses to tourist offer or any other way of commercialization with tourist accommodation purposes, being approved this agreement by a majority of 3/5 parts of the community.

Once presented for registration in the Registry, the deed is negatively qualified, since the Registrar considers that unanimity is necessary to adopt the agreement, since the exception of the LPH that allows limiting the use of tourist dwellings regulated in the tourist sectorial regulations, without the unanimity rule, is not extensible to agreements related to other types of generic tourist uses, such as the use of lodging or tourist dwellings in a regime different from the specific one derived from the tourist sectorial regulations (that is, for example, vacation rentals).

The DG, confirming the criterion of the Registrar, reminds us that the current LPH allows to limit by a majority of 3/5 the exercise of tourist activities in the terms established in the tourist sectorial regulations, but not to the tourist use in general when it is not subject to a specific regime of sectorial regulations (such as lodging, or vacation), in which case, the unanimity of all the co-owners will be required to establish such limitation.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of December 30, 2024 (BOE of February 6, 2025), in which the General Directorate resolves a case related to a mortgage loan deed between a commercial company and an employee, which is formalized without being subject to the provisions and guarantees of the LCI, since in said deed it is alleged that the company's corporate purpose is not the habitual granting of loans and that, also, the loan is granted under more advantageous conditions than those of the market given the relationship of trust that exists with the debtor due to the fact that he is an employee of the company.

The Land Registrar refuses the registration, which brings the case to the DG, which, reiterating its doctrine, reminds us that, in this kind of operations, if the PH is granted by a legal entity that intervenes with certain regularity in the financial market, in favor of a natural person, who has the condition of consumer, and which is secured by a mortgage on a dwelling, the LCI will apply, unless it is a loan granted by an employer to its employee (which must be evidenced by documents), on an ancillary basis, whose Annual Percentage Rate is lower than that of the market, and which is not offered to the general public.

Finally, as in the specific case, the condition of employee has not been documented and the APR of the transaction has not been detailed, the Registrar's qualification note is confirmed.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of February 4, 2024 (BOE of February 21, 2025), in which the General Directorate resolves a case related to a deed of sale, where a bank sells a house of its property to a third party. The controversy of the case arises from the fact that the bank, in the VC, appears represented by an agency, by virtue of a power of attorney in which it is established that, for this case of sales, a specific authorization for the sale must be provided (in a private document subscribed by representatives of the bank), with their signatures notarized. In the specific case, this authorization of the bank is presented, the signatures of which are legitimated by the Notary as they coincide with others that were recorded in their indicator book.

Once the deed was presented for registration, the Registrar refused the registration, alleging that the notarization of the signature by the Notary was null and void, since the same, being a declaration of will, should be made in the presence of the Notary (second paragraph of art. 259 NR).

After examining the case, the DG disagrees with the opinion of the Registrar and revokes the qualification note, considering that the agility in the legal traffic must prevail, as well as the freedom of choice of the internal control mechanisms of the appointing entity and its own acts in many similar cases, so that, in view of this, it is appropriate to accept as valid the notarization of signatures performed by the Notary, that is, by comparison, without it being necessary for the notarization to be performed by signature in the presence of the Notary.

Attached (HERE) link to the Sentence of the Provincial Court of Valencia number 260/2024, of November 19, where a curious case is solved, related to the request of presence of a Notary Public to draw up the notarial minutes of the Meeting, analyzing who has legitimacy to carry out such requirement.

In the specific case, we are dealing with a company involved in a corporate conflict, where the request to the Notary is made by the Chairman of the Board of Directors, and the Court resolved that, in fact, this competence corresponds to the Board of Directors as a collegiate body, as established in art. 203 LSC ("the administrators").

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of December 30, 2024 (BOE of February 6, 2025), in which the General Directorate resolves a case related to a mortgage loan deed between two mercantile companies, in which, as domicile of the debtor company, only an Email is detailed, and not a physical address for the purpose of notifications and summons.

Initially, the Property Registrar denied the registration for this reason, being this criterion confirmed by the General Directorate, thus resolving that, in accordance with the current LEC, in the case of legal entities, both a physical address and an e-mail address are mandatory.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of February 5, 2024 (BOE of February 21, 2025), in which the General Directorate resolves a case related to a deed of sale in which an undivided participation of 10.27% of a property is sold, which gives the right to the exclusive use of a storage room. In the CV deed it is detailed that the selling party has distributed the premises in 10 independent storage rooms with the purpose of its transmission by shares, counting for this purpose with the corresponding municipal permits.

Once the deed is presented for registration, it is negatively qualified by the Registrar, alleging that we are dealing with a division of the property, for which the corresponding agreement of the community of owners is required, since it is a property subject to the horizontal property regime.

The corresponding appeal was filed before the DG, which revoked the qualification note, considering that in this case we are not dealing with a division of the property (since neither its extension, boundaries, quotas, constitutive title nor the organic functioning of the community are modified), but with a community of a functional nature by reason of destination in which new co-owners are simply incorporated to the community of neighbors, so that, not being prohibited by the bylaws of the community, the agreement of the community required by the Registrar is not required.

Among the many novelties brought to us by Organic Law 1/2025, of January 2, on measures for the efficiency of the Public Justice Service (HERE), in commercial matters it is interesting to highlight an amendment to art. 365.3 LSC, by virtue of which "The administrators will not be obliged to call a general meeting to adopt the resolution of dissolution when they have duly requested the declaration of insolvency of the company or informed the competent court of the existence of negotiations with creditors to reach a plan for the restructuring of assets, liabilities or both. The meeting must be called within two months after the effects of such communication cease to be in force".

With this reform, a period of two months is granted to convene the AGM (i.e., more time to manage the business crisis situation), from the time the effects of the communication to the court cease to be in force as negotiations with creditors are initiated to reach a restructuring plan, since to date, with the previous wording, the administrators had to convene the meeting immediately after the failure of negotiations with creditors, in the event of a cause for dissolution.