Notarial blog and other practical content

Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust of October 6, 2025 (BOE of January 21, 2026), which analyzes an interesting case regarding the deed of liquidation of a limited liability company.

The case concerns a limited liability company that entered into insolvency proceedings, in which it was established that the company lacked sufficient assets. In view of this, the insolvency judge ruled, under insolvency legislation, that the company should be liquidated through commercial channels. In view of this, the company's General Meeting adopted the corresponding resolution and made it public by means of the necessary public deed of liquidation.

Upon submission of this deed for registration, the Registrar of Companies refuses to register it, arguing essentially that, according to the company's final liquidation balance sheet, the company has debts of more than €8 million, so that, in accordance with Article 395 of the Capital Companies Act, prior payment or deposit of those debts is required or, where appropriate, the corresponding insolvency proceedings must be followed.

Once the corresponding appeal has been lodged, the Directorate-General resolves it by revoking the rating note, determining that, in this case, since the judge had agreed to conclude the insolvency proceedings due to the insufficiency of the assets of the insolvent company and had ordered the provisional closure of the registry page, it must be accepted that, before one year has elapsed since the judicial decision ordering the closure of the registry without reopening the insolvency proceedings, the registration of the company's legal personality may be canceled in the Commercial Registry.

Attached (HERE) is a link to a very relevant Supreme Court ruling, specifically 5981/2025, of December 9, relating to notarial malpractice in the context of a sale of company shares, and the resulting liability for the notary public.

The case concerns the sale of shares in a company, part of the price of which is deferred and guaranteed by a condition precedent. The sale is formalized in a public deed at the notary office of Mr. "X."

When the time came to pay the deferred price, the buyer failed to do so, prompting the seller to seek enforcement through the courts. However, this proved unsuccessful, as the purchasing company had resold the shares to a third party acting in good faith, at the same notary's office, but with another notary (Mr. "Y") acting as a substitute. In this second sale, the substitute notary did not verify the existence of the condition precedent or its fulfillment, nor did he notify the parties thereof.

Finally, the buyer who owes the money becomes insolvent, meaning that the original seller cannot collect the full amount of money owed to them. In light of this, they decide to sue the two notaries, claiming the purchase price plus the corresponding interest (we are talking about a total of almost €600,000).

The Supreme Court, ruling in favor of the plaintiff, determined that the notary involved failed to fulfill his professional duties as a public official (Articles 1 LN and 1, 145, 146, 147, and 196 of the Notarial Regulations) by not ensuring the legality of the transfer, compliance with legal and contractual requirements, and failing to warn the parties of the existence of said condition precedent. As a result, it ordered the notary to pay the claimant the amounts claimed.

To bear this case in mind in all sales of company shares and to exercise extreme caution to guarantee the rights of the grantors and avoid professional liability arising from professional malpractice.

Attached (HERE) is a link to Supreme Court Ruling No. 4871/2025, dated October 27, in which the High Court analyzes a very common case among separated/divorced parents who, when making their will and bequeathing their assets to their children, appoint an administrator to manage the inheritance on behalf of their children. It is very common for this appointed administrator to be someone other than the former spouse (thus preventing the ex-husband or ex-wife from managing their assets upon their death).

In this case, the peculiarity of the situation lies in the fact that the testator, beyond appointing an administrator, limits the heirs' disposal of the assets until they reach the age of 25, so that until they reach this age, these children will not be able to dispose of the inheritance (including the legitimate portion), which will continue to be managed by the appointed administrator.

The case finally goes to court, and the Supreme Court correctly rules that, in accordance with the current articles 240, 246, and 813 of the Civil Code, upon reaching the age of majority, full legal capacity is acquired to administer and dispose of one's own property, so that this limitation on administering property beyond the age of 18 cannot affect the legitimate portion, as this would be contrary to the general principle of its intangibility.

Therefore, divorced parents should remember that they can indeed include a clause in their will to appoint someone other than their ex-spouse to administer their estate, but they must always bear in mind that the administrator clause will only apply beyond the age of 18 to the portion exceeding the legitimate inheritance, but not to the legitimate inheritance itself.

Attached (HERE) is a link to tax circular number 9/2025, from the Notarial Association of Catalonia, which highlights the main tax measures contained in Royal Decree-Law 16/2025, published in the Official State Gazette on December 24 (HERE ), applicable for the 2026 fiscal year. The main measures are summarized below:

With regard to personal income tax, the following deductions are extended:

• 20% deduction for amounts paid for work carried out during 2026 to reduce heating and cooling demand.
• 40% deduction for amounts paid for work carried out during 2026 to improve non-renewable primary energy consumption.
• Until December 31, 2027, the 60% deduction for amounts paid for energy renovation work will apply to taxpayers who own homes located in buildings used predominantly for residential purposes.
• 15% deduction on the purchase price of electric vehicles, as well as on the cost of installing charging systems (maximum deduction bases of €20,000 and €4,000, respectively).

In terms of corporate income tax, effective January 1, 2025, tax incentives for the free amortization of investments that use energy from renewable sources will be extended for another year.

With regard to "municipal capital gains tax" (tax on the increase in value of urban land), the maximum coefficients to be applied to the value of the land at the time of accrual are updated, with greater penalties for "speculative" or short-term sales of real estate.

However, it is very important to note that the Congress of Deputies has not ultimately ratified this Royal Decree-Law (HERE), which means that it will be necessary to wait for the government's reaction to finally know the real and temporary scope of these measures.

Attached (HERE) is a link to the recent Supreme Court ruling number 5512/2025, dated December 3, in which the High Court rules on a case involving the creation of a mortgage by someone who was no longer the owner of the encumbered property, but whose transfer was not registered in the Property Registry.

In this specific case, the original owner sells the property to a third party, who does not register this purchase in the Property Registry. However, they arrange with the creditor bank to cancel the registration of a previous mortgage on that property, which allows the financial institution to be aware of the transfer and the buyer's new status as owner. However, the seller of the property subsequently applies for a new mortgage loan, which is granted by the same financial institution, and the property in question is once again encumbered (remember that it had been sold but the transfer had not been registered).

Faced with this situation, the new buyer sued the seller and the bank, requesting a judicial declaration of nullity of the mortgage and its registration, despite the fact that, from a registration point of view, the transaction was correct (since when the mortgage was formalized, the simple note stated that the seller was still the owner of the property).

In this case, the Supreme Court ruled that it was necessary to favor the so-called "ethical" concept of good faith in relation to the registry (Article 34 of the Mortgage Law), according to which, in order for a third party acting in good faith to be protected by the publicity of the registry, it is necessary that, beyond what is indicated in the simple note, they act diligently to ensure that the reality matches the registry.

As in this specific case, the bank may be aware that the seller is no longer the owner of the property (since it is handling the cancellation of a previous mortgage with the buyer, who identifies himself as such to the bank and its employees), the action should be upheld and, therefore, the mortgage and the resulting registration should be declared null and void.

Attached (HERE) is a link to the recent Supreme Court ruling number 4958/2025, dated November 11, in which the Supreme Court adjudicates a case of inheritance law, specifically, an acceptance of inheritance with the benefit of inventory in which there is unfair conduct on the part of the heirs consisting of the devaluation of the main asset of the inheritance, that is, a commercial company.

Specifically, we are dealing with an inheritance, accepted with the benefit of inventory, in which the main asset is part of the shares of a company, which, being entirely controlled by the heirs, they proceed to divest (through fictitious legal transactions) to the detriment of the creditors.

In this case, the Supreme Court ruled that, when the estate consists of shares in a company controlled by the heirs, the fraudulent sale of assets may be equated with the loss of the benefit of inventory provided for in Article 1024.2 of the Civil Code, so that, consequently, the veil should be lifted to protect creditors, which will mean that the heirs will be liable for the existing debts with all their assets.This should be taken into account and one should not "get too clever" when accepting an inheritance with the benefit of inventory.

Attached (HERE) is a link to an interesting Resolution from the Directorate General of Law, Entitats Jurídiques i Mediació, specifically Resolution JUS/4367/2025 (published in the DOGC on December 3, 2025), which addresses the appeal against the decision of a Property Registrar regarding a deed of acceptance of inheritance, dueto the subjection of a property toa residue substitution.

In this specific case, it concerns the inheritance of a man who, having died with a valid will, bequeathed a property to several of his nephews, who are now claiming it in the inheritance. In this estate, it so happens that half of the property in question belonged to the deceased by virtue of an inheritance title from his late wife, who, in relation to this half, established at the time a substitution of residue in favor of persons who have not been involved in the acceptance of the inheritance, which is why the Registrar is now qualifying the acceptance of the deceased's inheritance.

This specific case serves to remind us, as indicated by the Catalan DG,that the residual trust and the preventive substitution of residue are different institutions, since in the case of the residual trust, the aim is to keep the testator's assets within their family (and for this reason, a successive order of calls is established, first the trustee and then the beneficiary, so that the latter will necessarily succeed the testator in the assets that the trustee has not disposed of by inter vivos act), whereas, on the other hand, preventive residue substitution avoids intestate succession of the assets attributed by the testator to the appointed heir, and there is no successive order of calls, but rather a single call and a conditio iuris (death of the appointed heir without having disposed mortis causa of the assets attributed to him by the testator), so that only if this condition is met will the substitutes be called.

Thus, in this specific case, as the deceased did have a valid will, the preventive substitution of the remainder provided for at the time by the deceased's wife, whose inheritance is now accepted, is not applicable. Consequently, the qualification note should be revoked on the basis of the arguments presented.

Attached (HERE) is a link to the new and very recent (December 19, 2025) Ordinance of the Barcelona City Council aimed at regulating the exercise of the right of first refusal and repurchase by the Barcelona City Council, when it is appropriate for the local administration to exercise this right in accordance with current urban planning regulations.

Among other issues, the following is anticipated:

• The possibility that the City Council may decide not to purchase a property and transfer its rights to third parties or public housing developers, to the legal occupants of the property, or to private or non-profit developers whose purpose is to promote subsidized housing.
• Joint purchases between the City Council and these beneficiaries will also be permitted, provided that the City Council owns at least one-third of the property. In the event of a purchase, residents must represent at least 60% of the homes in the building and meet the conditions for access to the Register of applicants for subsidized housing and prove their financial solvency.
• The ordinance also provides for the creation of a website with access for beneficiary entities to consult properties subject to rights of first refusal and repurchase in which the City Council has no interest.

A rule that all real estate operators working in the city of Barcelona should take into account.

Attached (HERE) is a link to a video training session given as part of the training activities of the Notarial Foundation, in which Juan Pablo Pérez Velázquez, professor of Civil Law at the Pablo de Olavide University in Seville, provides practical training on testamentary provisions in favor of persons with disabilities, in light of the regulations contained in Law 8/2021, of June 2, which reforms civil and procedural legislation to support persons with disabilities in the exercise of their legal capacity.

The session, with a marked interest and practical focus, addresses various issues of interest applicable in these cases, such as the types of testamentary clauses to be taken into account, preventive substitutions of residue, or the testator's power to encumber the strict legitimate portion in favor of a legitimate heir with a disability.

Also attached HERE are templates of testamentary clauses for this purpose, drawn up by the author, which may serve as examples for these cases.

Please be advised that, pursuant to Catalan Law 11/2025 (HERE can be consulted), as of January 1, any transfer of a home that takes place in a high-demand area (HERE you can consult the municipalities affected) when the seller is a large legal entity holder, is subject tothe rights of first refusal and repurchase of the Generalitat of Catalonia, is subject to the

Regarding the concept of large shareholders in Catalonia, it is important to remember that, currently, large shareholders in Catalonia are those who hold:

• Five or more homes located in municipalities declared to be areas with a tight housing market (not including your primary residence).
• More than 10 homes located in Spanish territory, provided that at least one is in a high-demand municipality in Catalonia.
• More than 1,500 m² of residential space (with specific rules for co-ownership).

How should one proceed in these cases?

If we are dealing with a transaction in which the seller of the property is a legal entity, it must declare whether or not it is a large holder.

• If so, proof of communication of the right of first refusal must be provided.
• If it is not, until the Register of Major Shareholders provided for in the regulation comes into force, it must be expressly stated in the deed that the selling company is not a major shareholder. In this case, it must provide a registry certificate attesting to the number of properties it owns at the time of the transfer.

Exceptions:

• Newly constructed homes / major renovations (carried out within a maximum period of one year from the date of issuance of the certificate of occupancy).
• Intragroup transactions between companies whose corporate purpose is real estate.
• When the purchaser is a natural person, the Generalitat will not exercise its right of first refusal if the purchaser declares that they are availing themselves of this specific exception and meets a series of requirements (such as being registered in the Register of Social Housing Applicants, undertaking to apply for the property to be classified as social housing, etc.).

Additional issues: The Generalitat also has the right of first refusal and repurchase over "the award of any housing that comes from an administrative or judicial auction."

For further details, please see the attached document HERE an information note from the Association of Notaries of Catalonia.

Attached (HERE) is a link to a very relevant and recent Supreme Court ruling number 1.713/2025, dated November 26, in which the High Court rules on the validity of shareholder agreements (or parasocial agreements) that introduce unanimity or reinforced majority rules for the valid adoption of agreements.

Specifically, the case concerns a limited liability company (SL) in which, at a time of need, a new partner (with a 15% stake) joins the company and also grants it a participatory loan. and immediately afterwards, a shareholders' agreement is signed introducing a reinforced majority of 90% for adopting certain key agreements for the company, such as the amendment of the articles of association, the distribution of dividends, the approval of the business plan, or the executive salary policy. After some time, the company's shareholding structure changes, creating a deadlock situation that ultimately leads to the case being taken to court.

In its ruling, the Supreme Court focuses the legal debate on the interpretation of Article 200 of the Spanish Companies Act (which allows for the introduction of reinforced majorities without reaching unanimity) on its projection onto shareholders' agreements, ruling that, in effect, a clause requiring unanimity for the adoption of agreements is not admissible in shareholders' agreements, but that clauses requiring a reinforced majority (even 90%, as in this case) are admissible, even if this ultimately leads to a deadlock in the company, provided, of course, that these limitations have been freely accepted by the shareholders in the agreement signed.

Attached (HERE) is a link to the Instructions for verifying the value of real estate for the year 2026, in Catalonia, and for transactions subject to ITP, AJD, and ISD, when the properties in question have no reference value. Also attached (HERE) a link to Tax Circular No. 8 of the Notarial Association of Catalonia, which summarizes the main aspects to be taken into account in these cases.

In particular, priority will be given to checking cases where the declared value is lower than the cadastral value (adjusted by the applicable correction coefficients), as well as cases where, although the declared value is higher than the cadastral value (adjusted by coefficients), this does not correspond to the physical/urban characteristics of the property, as well as in the case of unique properties with a value of more than €1,000,000.

In these cases, it is indicated that the verification procedure will be based primarily on an expert opinion from a government technician (Art. 57.1 LGT). To be taken into account in all transactions accrued as of January 1, 2026, where these circumstances apply.

Attached (HERE) is a link to Resolution JUS/4368/2025, of September 19 (published in the DOGC on December 3) of the Direcció General de Dret, Legal Entities and Mediation of the Government of Catalonia, which resolves an appeal filed against the refusal of a Property Registrar to assign a unique short-term rental registration number to a property whose owner so requests. Specifically, this is a case in which the owner of the property requests the assignment of this unique registration number in order to carry out the activity of short-term non-tourist rental (i.e., "seasonal rental" for work, study, etc., which is regulated by the LAU). It should be noted that, for several months now, in order to engage in certain types of property rental, it has been necessary to have this unique registration number, in accordance with the provisions of Royal Decree 1312/2024.

The Registrar's refusal is based on an alleged prohibition in the community's statutes, specifically Article 25, which states that "the private entities that make up the community may under no circumstances be used as schools, academies, hostels, tourist accommodation, bed & breakfasts, inns, guesthouses, hotels or any other similar establishment." After the corresponding appeal was filed, the Catalan Directorate General revoked the qualification note, considering that seasonal rentals are a type of lease provided for in the LAU (Urban Leasehold Act), so that if the community of owners had wanted to prohibit them, it would have had to expressly include them in the list of activities not permitted in its statutes. but as this is not the case (this type of rental is not expressly mentioned), there is no impediment to carrying out the intended seasonal rental and, therefore, to obtaining the unique registration number that is being requested.

This should be kept in mind when drafting homeowners' association bylaws and/or amendments thereto, as it is very important to pay close attention to the details of what is intended, otherwise undesirable results may arise for the majority of homeowners.

Attached (HERE) is a link to Resolution JUS/4369/2025, of August 1 (published in the DOGC on December 3) of the Direcció General de Dret, Entities, and Mediation of the Government of Catalonia, which resolves an appeal filed against the negative assessment of a Property Registrar, by virtue of which the registration of a deed of acceptance of inheritance and delivery of legacies by one co-heir, without the concurrence of the other, is suspended.

In the case in question, a mother makes a will, naming her two children as heirs, dividing the inheritance into two large lots, one for each of them, and also ordering a series of bequests. After the woman's death, one of them, as co-heir, executed a deed of acceptance of inheritance and delivery of legacies, by virtue of which the bare ownership of five properties was transferred to her four children (the legatees). When the deed was submitted for registration, the Registrar refused to register it, arguing that for the valid delivery of the legacies, the other co-heir must be present (art. 427-22.3 CCCat), unless he had renounced the inheritance.

After the corresponding appeal was filed, the Catalan Directorate General revoked the rating, considering that neither the deed of acceptance and delivery of legacies nor any other document could be interpreted as meaning that the delivery of legacies by only one of the co-heirs had harmed the other who did not appear at said delivery, while if this were considered to be the case, the law establishes mechanisms to protect the rights of the other co-heir.

Attached (HERE) is the very recent Consultation 404/25, from the Directorate General of Taxation and Gaming of the Generalitat of Catalonia, which resolves a series of interpretative doubts regarding the application of the 20% ITP tax rate on the acquisition of real estate by large holders, as a result of the provisions of Catalan Decree Law 5/2025, of March 25.

The consultation raises and answers many interesting questions. For example:

• If several assets are acquired in the same deed, the scale will be applied individually to each asset, even in the case of ob rem links (i.e., the values of each asset are not accumulated to create a single tax base).
• With regard to the classification of large holder, the properties owned by each natural or legal person must be considered separately, without this indirectly affecting the partners of such companies (thus, a natural person who is a partner in a company that is classified as a large holder will not be considered a large holder per se, since the properties are owned by the company, not by the natural person who is a partner).
• In cases where large holder status is determined by the square meters of residential floor space owned by the taxpayer, in the case of single-family home purchases, it will be possible to exclude from the calculation any square meters used for purposes other than residential (such as garages, storage rooms, etc.).
• The purchase of a property without a certificate of occupancy (such as a studio apartment) or with an expired certificate cannot lead to the denial of the property's status as a dwelling; therefore, this cannot prevent the application of the aggravated rate of 20% if the purchaser is a large holder.
• In the exception to the application of the aggravated rate of 20% for cases in which the purchase of the building is intended to meet the housing needs of the purchaser and their family, the second degree of kinship does not include relatives by affinity (it only applies to blood relatives).

Attached (HERE) is a link to Supreme Court Ruling No. 1215/2025, dated September 5, which addresses, in response to a negative assessment by the Registrar, the importance of the different scope of appeals before the DGSJFP (Directorate General for the Regulation of Financial Markets and Insurance) compared to judicial challenges before the civil courts.

Therefore, it is necessary to remember and bear in mind that, in the event of a negative assessment by a Registrar, the administrative appeal before the General Directorate, the review only covers those issues that are directly related to the Registrar's assessment, rejecting any other claim based on grounds or documents other than those available to the Registrar when carrying out such assessment (Art. 326 LH).

On the contrary, in the case of review by civil judges (Art. 328 LH), their scope of knowledge is broader, so that evidence and information not available to the registrar at the time may be taken into account. Thus, in the proceedings on the appropriateness or otherwise of the registrar's negative assessment, the judge may take into account not only the materials specific to the administrative procedure (fundamentally the qualified deed), but also any others that could directly affect the intended and denied registration or annotation, with the parties being able to submit to the civil proceedings all the documents and other evidence they deem appropriate (even if they were not available to the registrar at the time) for the assessment of their claim.

Important to bear in mind regarding the procedural strategy to follow in the event of a negative assessment by the Property Registry, Commercial Registry, or Movable Property Registry.

Attached (HERE) is a link to Flash Fiscal number 18 from the Notarial Association of Catalonia, in which the notary of Cubelles, Mr. Tomàs Viña, analyzes a resolution from the DGT (specifically, 1727/2025) regarding the rectification of the distribution of dwellings in a building without horizontal division and the change of use to tourist accommodation.

In this case, the Directorate General for Taxation considers two separate legal acts (on the one hand, the rectification of the description and, on the other, the change of use to tourist accommodation), which implies the existence of two taxable events for tax purposes.

On the one hand, the rectification of the internal distribution is considered a modification of the property subject to AJD (Stamp Duty), taking as the tax base the cost of the adaptation works necessary to adapt the spaces and, on the other hand, the change of use of the dwellings to tourist use is also subject to AJD, with the particularity that the DGT (Directorate General of Taxes) sets the total value of the property as the tax base.

Attached (HERE) is a recent and very interesting Supreme Court ruling, specifically STS 1745/2025, dated December 1, in which the high court analyzes the requirements that must be met when a neighbor who owns a communal parking space purchases an electric car and needs to install a charger for their new vehicle in their parking space.

In its ruling, the High Court ruled that the installation of an electric vehicle charging point for private use in the parking lot of a condominium building, provided that it is located in an individual space in the communal garage, requires no other requirement than prior notification to the community, i.e., it is not necessary for the matter to be voted on at a meeting of the homeowners' association or for a favorable agreement to be obtained.

In particular, the Supreme Court ruled that even if the wiring for the power supply runs entirely or partly through common elements or must be attached to them, the community's authorization is not required, unless there is unnecessary or disproportionate damage to said common elements or it could cause harm to the other co-owners.

Attached (HERE) is a link to the Binding Consultation of the Directorate General of Taxes number V1522-25, dated August 21, which is based on the assumption of a property inherited by four siblings at 25% each, and in which a query is made regarding the taxation of a transaction consisting of the possibility of two of them leaving the community, with the other two siblings each being awarded the 25% that belonged to them, thus leaving the property under a 50% co-ownership regime for the other two siblings.

In the present case, the administrative advisory body considers that, given the circumstances, there will be no dissolution of the community of property, as the fact that the property is not awarded to one person means that the community of property persists (it simply goes from 4 co-owners to 2), and therefore it is not possible to tax this transaction as a termination of co-ownership as usual (i.e., in the Catalan case, at 1.5% for AJD).

Therefore, we are simply dealing with an acquisition by the community members who remain in the community of the percentage of co-ownership of the community members who leave it, so that if it is an onerous transaction, the operation will be taxed under ITP (in its TPO form), while if it is a lucrative transaction, we would be dealing with a donation that would be taxed under Inheritance and Gift Tax.

Attached (HERE) is a link to the training session given by the Notarial Foundation, in which Ms. Concepción Pilar Barrio Del Olmo, President of the Notarial Foundation and of the General Council of Notaries, gives a master class on the role of notaries in the famous and innovative ADR (or Alternative Dispute Resolution) methods.

As is well known, for several months now, with the entry into force of Organic Law 1/2025 of January 2 on measures relating to the efficiency of the Public Justice Service, in order for most civil and commercial actions to be admitted for processing, it is mandatory to have first attempted to resolve the existing conflict through ADR.

In this area, notaries can play a very important role, primarily through mediation and notarial conciliation. This should be viewed and studied by all officials, as it is undoubtedly a topic that will become increasingly important in the coming months and years.

Attached (HERE) link to Fiscal Flash of the Notarial Association of Catalonia, in which, the Notary Mr. Manuel Sarobe Oyarzun, analyzes the taxation of the award of real estate in payment of the legitimate.

Based on the above, when the assets pass directly from the deceased to the beneficiary, the transaction is subject to Inheritance Tax. On the other hand, if the heir has already been awarded the assets and delivers them later, the General Directorate of Taxes (consultations 150/20 and 123/21) considers that it is an award in payment of debt, subject to Transfer Tax (Impuesto sobre Transmisiones Patrimoniales, ITP).

In addition, the consultation V462/19 reminds that the legitimate heirs have 10 years to claim their legitimate share, counting from the death of the deceased, and that the heir can rectify his or her inheritance tax self-assessment if he or she has already been taxed on these assets.

Attached (HERE) link to the Consulta Vinculante V0935-25 of the Dirección General Tributaria, in which the taxpayer states that he plans to sell a property in exchange for cryptocurrencies. Specifically, the consideration would be paid in bitcoins. The sale would be carried out regardless of the economic activity that could be developed, if any, by the taxpayer.

To resolve the question, the DGT assumes that, in accordance with Regulation (EU) 2023/1114, cryptoassets (article 3.1.5) can be defined as "a digital representation of a value of a right that can be transferred and stored electronically, by means of distributed registration technology or similar technology".This being the case, from the point of view of Personal Income Tax, the Directive Center has been considering in various binding consultations (V0999-18, V1149-18 and V1948-21, among others) virtual currencies or cryptocurrencies as intangible assets, so that, this being so, the sale of a property in exchange for an amount of cryptocurrencies constitutes an exchange, in accordance with article 1,538 of the Civil Code.

Therefore, in accordance with art. 23 of the IPT Regulations, in exchanges of goods or rights, each exchanger will be taxed on the proven value of those acquired, so that, in the case under consultation, and being considered virtual currencies or cryptocurrencies as intangible goods, the transaction constitutes an exchange in the terms established in article 1538 of the Civil Code. Therefore, in the field of indirect taxation, and with regard to the ITP and AJD, in accordance with the provisions of Article 23 of the RITPAJD, the DGT considers that each of the exchangers must pay tax on the proven value of what they acquire, unless the declared value is higher, the applicable tax rate being that which corresponds to the nature of the goods acquired.

Attached (HERE) link to the Resolution of the General Directorate of Legal Security and Public Faith of July 31, 2025 (BOE of October 30, 2025), which resolves a case related to a deed of extension of new construction due to age regarding an attic inserted in an apartment subject to horizontal property.

This is a very common situation in old buildings in large cities, where there are apartments that enjoy a private attic but it is not declared and registered in the Land Registry. When the sale is proposed, normally the buyer's mortgage appraisal shows this situation as a conditioning factor, which forces the seller to try to regularize the situation to be able to formalize the sale at the market price and that the buyer's bank will finance the whole operation once the conditioning factor has been solved.

For this purpose, it is necessary to declare the new construction due to the age of the attic, two requirements being necessary, according to the General Directorate in this case, that is, to have the agreement of the community of owners that allows it (which does not have to be unanimous, a majority of 3/5 of the LPH or the majority provided by the corresponding autonomous regulation will suffice) and, secondly, to have a certificate from the competent technician accrediting the age of the construction, without it being necessary to accredit that the use is not contrary to urban planning.

Attached (HERE) a recent Supreme Court decision, specifically, STS 944/2025, of October 16, which establishes a relevant jurisprudence on widow's and widower's pensions and domestic partnerships.

The case concerns a woman who had lived with her partner for many years and had two children in common, but had not formalized their stable partnership as provided by law. After the death, the surviving partner applied for a widow's pension, which was denied due to the lack of formalization of the domestic partnership, an interpretation that was confirmed by the Supreme Court.Thus, in the aforementioned Ruling, the High Court once again reiterates its doctrine, reminding us that, in the case of common-law couples, in order to receive the widow's pension in the event of the death of one of the partners, it is not enough to prove prolonged cohabitation or the existence of children in common, but it is necessary for the couple to be formally constituted, by registration in the corresponding Registry of Common-law Couples or by public deed, at least two years prior to the death.

It is very important for unmarried couples to take into account this reality, to do things right, go to a Notary, formalize their relationship and thus be duly covered legally against future contingencies that may occur.

Attached (HERE) very recent Judgment of the Supreme Court, specifically, the STS 4685/2025, of October 29, in which the high court resolves a case related to the personal liability of the administrators for corporate debts.

In the specific case, it is an SL, with a share capital of € 3,006 which, for years, has been in a serious economic situation (sustained losses over time and, as a result, a net worth much lower than half of its share capital, even in some final year negative by more than € 100,000), which leads to cause for dissolution in accordance with Article 363.1. e) of the Capital Companies Act, which, however, is not promoted by the administrators of the company.At the same time, the company contracts with a third company for the installation of photovoltaic panels in the industrial building of its property, failing to comply with the payment obligations assumed in said agreement, which finally leads to the existence of a debt (judicially recognized) with the electrical installation company of more than 700,000 €. This company, faced with the impossibility of collecting the debt with the debtor company's resources, filed a joint and several liability action against the company's administrators, so that they would be liable with their assets for the corporate debts generated.

The courts of justice confirm in this case that, in the event of non-compliance by the directors with their duty to promote the timely dissolution of the company (calling a general meeting within two months to adopt the dissolution resolution or the removal of the dissolution cause ex. Article 365 LSC), they are liable for the corporate obligations subsequent to the occurrence of the legal cause for dissolution, as determined by Article 367 LSC, i.e., they will be obliged to pay out of their own pocket debts that are not theirs (they are the company's), due to the fault of "not having done things right" and having promoted the dissolution of the company in view of its serious economic situation.

To bear in mind in the advice we provide to clients when incorporating companies or assuming positions in the management bodies of commercial companies, since the consequences of doing things wrong can be very serious for the people who assume these responsibilities.

Attached (HERE) link to Resolution JUS/3997/2025, of October 16, of the Direcció General de Dret, Entitats Jurídiques i Mediació (published in DOGC of November 6), which resolves a case related to the sale of a property, in which the selling party is a large holder natural person, and the transfer is formalized without notifying the Agencia de l'Habitatge de Cataluña, so that the latter can choose to exercise the administration's right of first refusal established in article 6 of the Catalan Decree Law 2/2025, of February 25.

Once the document was presented for registration, the Land Registrar negatively qualified the document, alleging that, for its valid registration, it is necessary to accredit the relevant communication to the Catalan administrative body competent in housing matters, since according to the interpretation of the Registrar, these operations (sale of large holder natural person) are subject to the right of first refusal of the Catalan administration.

Upon appeal, the Catalan Directorate General revoked the qualification note, stating that, in the specific case, the question that arises is to determine whether the right of first refusal in favor of the administration of the Generalitat is applicable to transfers of dwellings made by individuals who are large holders, and the answer to the question must be negative, since the regulations currently in force determine that the right of first refusal in favor of the Generalitat in transfers made by large holders requires that the transferor be a legal entity.

Attached (HERE) link to a video training session, offered by the Notary Public of Esplugues de Llobregat Mr. José Vicente Galdón, where the taxation of mortis causa donations and inheritance agreements of particular attribution are analyzed in depth.

Very interesting session to be introduced in a complex matter, with disparity of administrative and jurisprudential criteria, especially in the Catalan civil area, which has its own institutions in this field.

It should also be noted that this is a highly topical subject, taking into account the growing importance of inheritance matters in the context of an aging society. For its viewing and study in detail, in order to provide quality advice to clients of the notary's office who intend to formalize operations of this nature.

Attached (HERE) a recent and very interesting Supreme Court decision, specifically, STS 4240/2025, of October 7, in which the high court analyzes, in the context of an eviction process due to expiration of the term, the validity of a contractual clause of indefinite extension for successive years, mandatory for the lessor and optional for the lessee, in a housing lease contract entered into after the entry into force of the LAU of 1994.

The Supreme Court, in an extensive decision, recognizes the applicability of the principle of party autonomy (art. 1255 Cc), by virtue of which it is possible to agree on extension periods longer than those established by law, provided that the tenant's rights are respected (i.e. that the clause is beneficial and not detrimental) and, in any event, with a duration limit set for the tenant's own life.

Likewise, the High Court ruled that the agreement binds the new purchaser of the property, even if it was entered into between the previous owner and the tenant in question. Important for investors considering the purchase of rented properties, for the purpose of calibrating the legal consequences of the clauses in the lease agreements of such properties.

Attached (HERE) link to the Resolution of the General Directorate of Legal Security and Public Faith of July 29, 2025 (BOE of October 27, 2025), which resolves a case related to the immatriculation of a property by means of a deed of extinction of condominium preceded by a deed of acceptance and adjudication of inheritance.

In the case in question, 3 persons granted a deed of acceptance of inheritance (of some deceased persons who had died more than a year before) and, on the same day, with the following protocol of the same Notary, a deed of extinction of condominium was granted consecutively, awarding a specific property to one of them. By means of these two documents, the now owner intends to immatriculate the property in the Land Registry under the protection of the provisions of article 205 of the Mortgage Law (double title requirement). When the document is presented for registration, it is negatively qualified, since the Land Registrar considers that, although formally the double title requirement (required by article 205 of the Mortgage Law) has been fulfilled, the simultaneity of both titles indicates that they would have been prepared "ad hoc" to obtain immatriculating titles.

After the corresponding appeal, the Directorate General revoked the qualification note, considering that in this case (since more than one year has elapsed since the death of the deceased giving rise to the inheritance until the granting of the subsequent transfer title, i.e., the dissolution of the condominium), it cannot be deduced from the documents submitted for qualification that this has been done in fraud of the Law, since the fact that the prior title was granted on the same day as the title to the property was granted, the dissolution of the condominium), it cannot be deduced from the documents presented for qualification that it has been carried out in fraud of the Law, since the fact that the previous title was granted on the same day as the title of registration is not sufficient to destroy the presumption of veracity that derives from the same according to article 17 bis of the Law of Notaries.

Attached (HERE) link to the webinots 79 of the Notarial Association of Catalonia, in which the Notary of Malgrat de Mar Mr. Pedro Rincón de Gregorio, analyzes in depth the new phenomenon of the tokenization of assets, including real estate, emphasizing how this new reality can affect the notarial field and what practical implications it has for professionals in the sector.

In short, real estate tokenization is the process of fractionalizing ownership of a real estate asset into digital tokens that are recorded on a blockchain, allowing investors to buy and sell fractionalized portions of the property in a more accessible way, increasing market liquidity and facilitating real estate investment by enabling participation with smaller capital.

The conference fundamentally addresses the future challenges presented by this new technology and how it fits into our legal system and the institution of Notaries. It is a very interesting viewing to keep abreast of new technological trends that will surely arrive sooner or later with great intensity to our country.

Attached (HERE) Resolution of July 28, 2025, of the General Directorate of Legal Security and Public Faith (BOE of October 17, 2025), regarding the refusal of the Mercantile Registrar to register the annual accounts of Sevilla Club de Futbol.

The particularity of the case lies in the fact that the notice of the general meeting that approves these accounts omits absolutely the reference to the right of the shareholder to obtain the documents to be submitted for the approval of the meeting in the terms required by art. 272.2 of the LSC (which establishes that as from the call of the general meeting, any shareholder may obtain from the company, immediately and free of charge, the documents to be submitted for the approval of the same, as well as, if applicable, the management report and the auditor's report). Therefore, the absence of this mention in the notice of meeting renders null and void the meeting that approves the annual accounts of the company, which prevents them from being filed with the Commercial Registry.

Faced with the Registrar's refusal, an appeal was filed before the General Directorate, which confirmed the qualification note, reminding us once again of the importance of making the notices of convocation of the general meeting in a scrupulously correct manner, since any small defect, in practice, may be irremediable and invalidate the legal effectiveness of all the resolutions adopted, with all the damages that this may entail for the company and the other parties involved.

It is reported that recently, a new functionality has been added to the SIGNO notarial platform, by virtue of which, in addition to a search by subject, a search by property can be performed.

Thus, by means of the cadastral reference, it is possible to obtain a detailed report of the notarial operations where the property appears, with results from 2007 to date, and at no cost (based on the test carried out, the sales and purchases that the property has undergone, constitution of real rights of mortgage, deeds of cancellation of mortgage, etc.) with details of date, amount of the operation, and notary authorizing the public document in question.

Very interesting resource that can provide information of interest in the context of the formalization of real estate transactions.

Attached (HERE) link to Fiscal Flash number 15, of the Fiscal Commission of the Notarial Association of Catalonia, in which Mr. Juan Galdón López, Notary of Esplugues de Llobregat, comments on the Binding Consultation CV0935/2025 of May 27 (HERE can be consulted), of the Directorate General of Taxes, regarding the possibility of, within the framework of a real estate sale and purchase, paying the price of the same with cryptocurrencies (specifically, Bitcoin).

After analyzing the basic regulations governing the sale and purchase contract and the exchange contract, as well as the regulations on the prevention of money laundering (which considers digital currencies as intangible goods that constitute digital representations of value that have not been issued or admitted by a Central Bank), the conclusion is reached that if a real estate transaction is formalized where the ownership of a property is exchanged for cryptocurrencies, we are not really dealing with a sale and purchase but with an exchange, since the virtual currency is not considered legal tender with which the price of the sale and purchase can be paid, with the relevant effects that this will have in terms of taxation.

Attached (HERE) link to the Resolution JUS/3811/2025, of February 10, of the General Directorate of Law, Legal Entities and Mediation of the Generalitat de Catalunya, published in the DOGC of October 24, in which the General Directorate resolves a case related to a purchase option deed authorized by the Notary of Barcelona Mr. Jaime Calvo Francia, drafted according to minutes reiterated on many occasions.

Specifically, the case deals with a purchase option granted on a property, with a very reduced purchase price, and with the option of unilateral exercise by the purchaser (moreover, with a drafting of the minutes that has already been the subject of a pronouncement in a similar case by the DGSJFP in its resolution of September 9, 2024).Once the deed was presented for registration, it was negatively qualified by the Property Registrar, alleging in essence that, in reality, we are not dealing with a purchase option, but rather with an encumbrance on a property as security for a loan, which does not comply with the requirements of protection of the debtor party imposed by the basic legal configuration of real property security rights, nor is compliance with the requirements of material transparency demanded by Law 5/2019, regulating real estate loan contracts, accredited.

After the corresponding appeal, the Catalan General Directorate fully confirms the qualification note.to be very attentive to this kind of fraudulent operations that can generate serious economic damage to citizens who fall into this kind of deception, as well as to all professionals involved in the operation, including the notary public who authorizes them, as has been seen recently in several cases that have jumped into the media spotlight and that are currently in criminal proceedings (see link HEREnews articleon cases very similar to the one analyzed here).

Attached (HERE) link to the Resolution JUS/3812/2025, of February 14, of the Direcció General de Dret, Entitats Jurídiques i Mediació de la Generalitat de Catalunya, published in the DOGC of October 24, in which the General Directorate resolves a very curious case regarding some rights of personal and perpetual easement that weigh on the seats of the Gran Teatro del Liceo de Barcelona, which are registered in the Land Registry, with the following particulars:

According to the resolution, in the Land Registry where the Gran Teatro del Liceo de Barcelona is registered (the owner being the Consorcio del Gran Teatre del Liceu), the property is encumbered by a number of personal and perpetual easement rights in favor of the members of the Theater, by virtue of which, each of its owners has the right to use certain pre-assigned seats, with the possibility of disposing of them and transferring them to third parties as they deem fit.

By means of a notarized deed, 3 of the partners sell their respective personal and perpetual easement rights to the Consortium of the Gran Teatre del Liceu (i.e. the owner of the land and the building) and, on this basis, the Consortium requests the cancellation of the real right of easement by confusion.

Once the deed was presented for registration, it was negatively qualified by the Registrar, alleging that the extinction by confusion / consolidation is not possible, since it does not concur in a single estate and the set of all the powers, rights or obligations arising from the personal easements in question.Interposed the corresponding appeal before the Catalan General Directorate, an interesting doctrinal and technical resolution was issued, where the regulation of Book V of the Civil Code of Catalonia is applied (specifically the figure of the rights of partial use of the arts. 563-1 and ss CCCat), in which it is finally concluded that (applying by analogy art. 566-3.3 CCCat) the request for extinction and cancellation of the 3 acquired partial use rights is appropriate, because the Consortium is the owner of the property and also the holder of these partial use rights on real estate.

Attached (HERE) link to the Resolution JUS/3636/2025, of February 4, of the Direcció General de Dret, Entitats Jurídiques i Mediació de la Generalitat de Catalunya, published in the DOGC of October 14, in which the General Directorate resolves a case related to a deed of acceptance of inheritance and delivery of legitimate, with the following particulars:

This is an inheritance of a man who, in a valid will, disinherits his children due to the absence of a manifest and prolonged family relationship (under the protection of art. 451-17 CCCat) and appoints the Town Council of his town as heir of all his assets, after the death of the man, the Town Council accepts the inheritance, but with the particularity that the disinherited children of the deceased appear at the Town Council and express their rejection of the disinheritance, so that they announce their intention to take the case to court. Faced with this situation, the City Council, in order to avoid a litigious situation, despite the disinheritance of the deceased, opted to pay the legitimate share to the children with the delivery of two rural properties from the inheritance of the deceased.

Once the deed was presented to the Registry for registration, it was negatively qualified, the Registrar alleging that, since the children had been disinherited, the delivery of these two properties by the City Council constituted a donation, without the legal requirements for the validity of the donation being met.After the corresponding appeal, the Catalan General Directorate revoked the qualification note, arguing that, in short, it is up to the heir (in this case, the City Council) to assume whether the cause of disinheritance should have effect or not, either for reasons of proof, or whatever, so that, under the principle of civil liberty (art. 111-6 CCCat), nothing prevents the heir and the beneficiaries from reaching an agreement and leaving without effect the disinheritance clause.

Attached (HERE) link to the EU Regulation 2024/886, of March 13, by virtue of which, as of October 9, 2025, the financial and payment institutions that allow issuing transfers, are obliged to carry out a prior verification that the beneficiary of a transfer (informed by the originator) and the real account holder coincide.

Thus, from now on, when we make a transfer, before it is issued, the bank will inform us if there is any discrepancy between the beneficiary of the transfer we are making, and the real account holder, which will help to avoid many frauds and frauds with identity theft, thus helping to increase the level of protection of the bank customer against these criminal behaviors that are becoming more and more common in practice.

Attached (HERE) link to a video training session offered by the Notary Public of Madrid Mr. Segismundo Álvarez Royo-Villanova, as part of the practical notarial training offered by the Fundación Notariado.

In this session, the aforementioned Notary Public gave a very interesting and illustrative training session on the legal regime applicable to this type of operations (transformations due to a change of corporate type, mergers, spin-offs, global transfers of assets and liabilities, cross-border operations, etc.). Specifically, the session focuses its analysis on the new applicable regulations in force from 2023, by Royal Decree-Law 5/2023, of June 28 (HERE you can consult it), highlighting the protection that the new regulation provides to the rights of partners, workers and creditors and the will of the legislator to facilitate and simplify this kind of complex commercial operations.

For a thorough viewing and familiarization with the legal regime of this kind of complex commercial transactions.

Attached (HERE) link to the Catalan Law 8/2025, of July 30, of the Statute of the rural municipalities, by virtue of which, as of August 20, 2025, the purchase of a first home / habitual residence in rural municipalities of Catalonia will enjoy a reduced ITP.

Specifically, a rate of 4% in rural municipalities and 3% in rural municipalities of special attention. To know the list of municipalities included in each category, HERE The requirements to benefit from the measure are as follows:

• The taxpayer must be a member of a family unit with children up to 16 years of age attending school in an educational center in the rural municipality or in a center in another municipality to which the center in the rural municipality is attached. This schooling requirement will not be required for children up to 3 years of age.
• In the last personal income tax return (IRPF), the sum of the general and savings taxable income, corresponding to the members of the family unit, minus the personal and family minimums, must not exceed 36,000 euros.
• That the property is intended to be the purchaser's habitual residence.

Attached (HERE) link to the new real estate statistics portal created by the General Council of Spanish Notaries, in which you can find a lot of interesting information about the evolution of the real estate market of a specific city or even of a specific zip code (which allows us to narrow down the search much more and find more interesting information for each specific case).to access the Portal is simply necessary to register with an Email and a password, after which, we will have access to make the queries we want.

Attached HERE an example of the extended information that can be obtained (corresponding specifically to the Municipality of Matadepera, located in the province of Barcelona), where we can find details of the evolution of prices per square meter in the last year, number of transactions formalized, average total price, average total surface of the properties, type of properties transferred (new vs "second hand"), % of properties transferred that are houses or apartments, average ages of buyers, % of types of buyers (individuals vs legal entities), as well as information regarding the nationality of the buyers.

New tool that the Notary's Office makes available to society and that provides a lot of information of interest to real estate market operators when considering a real estate transaction in a specific place.

Attached (HERE) Resolution of June 4, 2025, of the General Directorate of Legal Security and Public Faith, regarding a deed of reduction and increase of capital stock, which presented for registration in the Commercial Registry, is negatively qualified in the first instance. In view of this, the authorizing Notary presents a diligence of correction (where a certificate of corporate resolutions of the company is incorporated, clarifying and correcting the defects observed).

Once this diligence of rectification was presented, the Mercantile Registrar again qualified it negatively, alleging that it should state who delivered the rectifying certification, elevating said certification to a public document, as well as his powers (art. 108.3 RRM).

Against this second qualification, the corresponding appeal was filed before the Directorate General, which revoked the qualification note, confirming that, in these cases of material errors, as the consent to the notarization of the corporate resolutions was already given by the chairman of the board of directors when formalizing the deed of notarization of the resolutions, with the simple incorporation of the certification by the notary to the deed by means of a diligence (correctly under Article 153 of the Notarial Regulations), the procedure used is a perfectly valid mechanism to obtain such correction.

Attached (HERE) link to the first update of the Compendium of Good Banking Practices of the Bank of Spain, that is, the document where the supervisor collects the main complaints of bank customers regarding their relationship with financial institutions, and the criteria of the supervisor in these cases.

The document presents the following main novelties:

• Bank accounts: When seizing their customers' accounts, banks must act proactively if the customer states that his balance comes from a basic income or minimum living income or from a salary lower than the legal minimum. In such situations, the entity must promptly respond to the requests of its customers and, if after analyzing the situation, it is confirmed that the balance could be unseizable, contact the seizing body to report the situation, although the entity is not responsible for the outcome of this management.
• Communications with the customer: In communications that must be made to the customer with an established notice period (e.g. contractual modifications of conditions), if an electronic banking mailbox with notice (SMS, e-mail, etc.) is used, the notice period begins when the notice has actually been given. The content of the communication cannot be applied until the expiry of the period of notice by the customer's usual means of communication.
• Mortgage loansNew criteria are introduced for the way to calculate the financial loss in early repayment of mortgage loan (art. 23 of Law 5/2019). When calculating the market value of a mortgage loan, it is essential to consider all the remuneration rules at the time of granting to avoid fictitious financial losses. Thus:
  
  • In loans with an initial tranche at a reduced rate of less than 36 months, the contracting rate for calculating the differential is obtained by taking the highest value between the fixed rates or, if it is variable, the highest value between the fixed rates agreed for the initial tranche and the variable rate agreed on the contracting date plus its differential.
  • In mixed loans with an initial fixed tranche of at least 36 months, if this tranche is less than 60 months, the highest value between the fixed and variable rates on the contracting date is used; if it is equal to or greater than 60 months, only the fixed rates agreed for the initial tranche are considered.
  • In loans with bonus spreads, the bonuses must not generate losses and must be applied consistently, calculating the spread on the date of formalization and including a note in the FEIN on possible future variations.
• Probate: It is not considered good practice to increase account maintenance fees in situations where the heirs -or the surviving account holders and the heirs of the deceased account holder in the case of a multiple ownership account- cannot cancel the account for reasons beyond their control, such as in court cases. The prohibition to modify upwards the commissions also applies if there are linked products that require keeping the account open. In short, increasing fees in these circumstances is considered contrary to good banking practice.

Attached (HERE) Resolution of July 9, 2025, of the General Directorate of Legal Certainty and Public Faith, regarding a deed of resignation from the position of a director of an SL.

In this case, the company's director (the only one with a current position), unilaterally resigns from his position in a public deed, and chooses to notify the company of this resignation by registered mail to the company's registered office (the letter being returned as it was not picked up by anyone).

Once the document is presented for registration, the Commercial Registrar refuses the registration for two reasons:

• If notification by registered mail is unsuccessful, an attempt must be made to notify the Notary in person and in person (via art. 202 of the Notarial Regulations).
• In addition, the outgoing administrator must prove that he has validly convened a General Meeting, so that a new administrator can be elected.

The Directorate General confirms the qualification note, so that, in these cases of unilateral resignation of the administrator, these particulars must be taken into account so that the decision can be effective and registered in the Commercial Registry.

Attached (HERE) link to Fiscal Flash number 14, of the Fiscal Commission of the Notarial Association of Catalonia, in which Ms. Concha Carballo, lawyer and economist, analyzes the ruling of the Third Chamber of the Supreme Court of July 14, 2025 (HERE you can consult it), regarding the application of the 99% reduction in the Inheritance Tax (art. 20 2c) to shares in a commercial company whose main activity is the leasing of real estate.

In the case in question, there is a debate as to whether it is sufficient to comply with the formal requirements of Article 27 of the Personal Income Tax Law to enjoy this tax benefit or, on the contrary, it is necessary that the hiring of the employee with a full-time employment contract be justified from an economic point of view (i.e., that he/she has a sufficient workload to justify his/her employment contract).

The Supreme Court confirms in its ruling that, in effect, it is sufficient to comply with the formal requirements of the aforementioned precept (without requiring an assessment of the rationality of the hiring of the employee or its economic justification), recalling that, in the event of suspicion of fraud, the simulation procedure must be used.

Attached (HERE) Resolution of July 1, 2025, of the General Directorate of Legal Security and Public Faith, regarding an appeal filed against the refusal of the Registrar of Movable Property I of Madrid to register a deed of pledge of shares.

In this case we are dealing with a case in which, by means of a deed in February 2025, the purchase and sale of certain shares of an SL is formalized, and, in guarantee of the payment of part of the price that is deferred, the purchaser pledges other shares of the same SL of which she was already the owner before the purchase and sale.

This pledge is presented for registration in the Registry of Movable Goods, but it is qualified with an irremediable defect, since in the opinion of the Registrar, a non-possessory pledge constituted on shares of a limited liability company cannot be registered in the Registry of Movable Goods.Upon the corresponding Appeal, the General Directorate confirms the qualification note, thus confirming once again the already known criterion that in effect, the corporate shares have a legitimization regime and a law of circulation that operates outside the Mercantile Registry.

However, to follow up on the issue, as the Government has recently presented legislative initiatives that, in the medium term, may lead to a paradigm shift in this area (i.e., the mandatory registration in the Commercial Registry of the ownership of shares and stockholdings).

Attached (HERE) interesting Sentence of the Supreme Court (STS 1053/2025, of July 1), which solves the usual case that occurs in many inheritances, where a house, which is inherited by several people, in practice is occupied by one of the co-heirs in an exclusive and excluding way, preventing the enjoyment of the property to the rest.

In these cases, the High Court resolves that the condition of co-heir does not grant a right to an exclusive and excluding use of the property that prevents the enjoyment to the rest of the co-owners (regardless of the fact that one has a higher % of the property than the rest of the co-heirs), so that, in these conflicting cases, the rest of co-heirs, if they see their right to the use and enjoyment of the property impeded, will be able to file an action of eviction for precariousness against the co-heir who occupies the property, for the purpose of being able to recover the use and enjoyment of the property.

Attached (HERE) interesting question posed to the Consumer Commission of the General Council of Notaries, which consists of the possibility that the mortgagor delegates the signature of the LCI deed to a third party related to the transaction to be signed (i.e., an employee of the agency that prepares the mortgage, of the bank that grants it, of a real estate professional that has mediated in the transaction, etc.).

The answer to^thisquestion is categorically negative according to the aforementioned Commission, since, as indicated in this document, the objective of the LCI is that the debtor, before signing his mortgage, has at his disposal the necessary information to be able to adequately understand the operation he wants to sign, and thus, later on, be able to formalize his mortgage loan fully informed of all its legal and economic aspects.

Thus, it is necessary that all the pre-contractual information to be provided by the Notary to the future debtor is carried out in person and directly, as this is the only way to guarantee that it is personalized and adequate for the intended purposes.Likewise, the note answers another interesting question, denying the possibility that the test to be answered by the debtor can be answered by e-mail.

Attached (HERE) a very interesting manual to manage the rectification of discrepancies between the cadastre and the title deed of a property.

Specifically, the manual details all the steps to follow to solve those cases in which the physical reality does not coincide with the Cadastre, for which it will be appropriate to initiate the notarial procedure of correction of discrepancies (regulated in art. 18 of the Real Estate Cadastre Law).

It also includes a practical guide on how to proceed in the event of a physical alteration of the property (such as segregations, divisions, aggregations, groupings or reparcelling), for the purpose of communicating these operations to the Real Estate Cadastre, and thus adapting the new legal reality of the property in said public registry.

The manual contains very useful information, such as forms for public instruments as well as screenshots of all the steps to follow on the Cadastre's website.

Attached (HERE) link to the Judgment of the Provincial Court of Murcia number 983/2025, of April 3, which deals with a case related to a corporate structure created with the purpose of defrauding creditors.

The judgment under analysis, makes an interesting review of the figure of the lifting of the corporate veil, which allows the courts to omit the corporate patrimonial liability, and to attribute the debts of the company also to the administrators or partners when they intend to commit frauds or abuses against third parties and "hide" behind a company so that the consequences of such frauds or abuses do not reach their personal patrimony.

Important reminder for all businessmen and entrepreneurs who create a new company to always do things right, and not to think that, because of the existence of an intermediary company, the consequences of doing things wrong (fraud, malicious actions, etc.) may not have serious economic consequences on their own personal assets.

Attached (HERE) link to the Binding Consultation number V0174-25, dated February 14, 2025, of the General Directorate of Taxes, where the same one solves a consultation related to how the operations where an old contract subject to ITP is elevated to public must be taxed.

The specific case deals with the elevation to public deed of a private contract of sale of inheritance rights formalized in 2003 between two brothers (one sells to the other 25% of his rights on an inheritance consisting of a property), where the selling brother dies in 2006. Now, in 2025, there is the possibility of elevating this private sale and purchase contract to public deed, and the doubt is about the taxation of the operation both for what refers to the ITP and the AJD.

• As regards ITP, the computation of the limitation period with respect to taxable events documented in a private document depends on the concurrence of any of the circumstances provided for in art. 1227 of the Civil Code (among others, the date of death of one of the signatories), so that in this case it would be time-barred (since one of the signatories dies in 2006).
• With regard to the gradual quota of AJD, neither will it be appropriate to pay this tax, since one of the requirements demanded by art. 31.2 LITPAJD is not fulfilled, that is, that the act is not subject to ISD or ITP (since it is subject but prescribed as we have seen), so that, as a conclusion, the elevation to public of a private contract subject to ITP, when it is prescribed, does not give rise to taxation by gradual quota of AJD either.

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.