Practical Legal Notes - April 2026

1. A deposit agreement in Catalonia contingent upon securing bank financing. A formula that works

Attached (HERE) is a link to a LinkedIn post from a prestigious law firm, which presents an illustrative real-life case—including the court ruling—that allows us to review and examine the interesting provisions of the Catalan Civil Code regarding earnest money.

Specifically, Article 621-49 of the Civil Code of Catalonia provides that if the sales contract provides for the financing of all or part of the purchase price by a credit institution, the buyer, unless otherwise agreed, may withdraw from the contract if he or she provides documentary evidence, within the agreed timeframe, the refusal of the designated institution to grant the financing or to accept the buyer’s subrogation into the mortgage encumbering the property, unless the refusal results from the buyer’s negligence. The buyer’s withdrawal obligates the seller to refund any purchase price that may have been paid and, if applicable, the penalty deposit, and obligates the buyer to leave the seller in the same position the seller would have been in had the contract not been concluded, without prejudice to the provisions of mortgage law.

In this specific case, the parties signed a deposit agreement, under which €68,500 was paid. Ultimately, the prospective buyer was unable to secure the necessary bank financing, a fact he promptly communicated to the seller in order to recover this amount, but received a refusal in response. Faced with this situation, the frustrated buyer takes the case to court, wins the lawsuit, and thus has his right to recover that substantial sum of money, plus interest and litigation costs, recognized. This regulation must be carefully considered when formalizing “deposit agreements” (or preliminary property reservation agreements, etc.) within the framework of a real estate sale.

2. Unanimous adoption of resolutions by homeowners’ associations in Catalonia. Reminder: Unanimity can be achieved in various ways

Attached (HERE) is a link to an interesting Resolution from the General Directorate of Law, Legal Entities and Appropriate Conflict Management (Resolution JUS/4983/2025, dated December 18, published in the DOGC on April 15, 2026) addressing a case concerning a notarized deed amending the bylaws of a homeowners’ association, pursuant to which the exclusive use of certain parking spaces is assigned to specific private residences in the building.

This specific case involves a homeowners’ association that seeks to assign the exclusive use of certain parking spaces to specific units. To this end, a homeowners’ meeting was held with a quorum of 71.25%, and the resolution was adopted unanimously by those present. Furthermore, as evidenced by the certification of the resolution, none of the absent residents expressed opposition or filed an objection within the one-month statutory period provided by the Catalan Civil Code. The resolution is notarized and submitted for registration in the Property Registry, but the deed is rejected because, in the Registrar’s opinion, the decision was not adopted with a sufficient quorum, as the attendance and favorable vote of one of the residents directly affected by the measure were lacking.

Once the corresponding appeal has been filed, the Catalan General Directorate revokes the assessment notice, reminding us that, for this type of agreement (exclusive assignment of previously common elements), a unanimous agreement among the co-owners is required (Art. 553-43 CCCat), which may be reached in accordance with Art. 553-26.3 CCCat, when the agreement has been approved by all owners participating in the meeting, and within one month of notification of the agreement, no other owner has objected. This is an interesting case to note that the unanimity required for the adoption of agreements at a homeowners’ meeting can be achieved through “various means.”

3.- Webinots 84: The Importance of Data in the Future of the Notarial Profession

Attached (HERE) is a link to the video training session conducted by the Notarial Association of Catalonia, in which the Notary of Malgrat de Mar, Mr. Pedro Rincón de Gregorio, gives an interesting presentation on the importance of data in the future of the notarial profession, with special reference to the single index and parameterized powers of attorney.

Of particular interest are the observations made regarding the need to modernize our system of power of attorney, with specific reference to the possibility of standardizing and defining the scope of powers granted in notarial deeds, in order to facilitate their validation or certification by third parties, such as court officials or financial institutions.

4. Important joint report by the Directorate General of Taxes and the Catalan Housing Agency on the concept of “large-scale property owner”

Attached (HERE) is a link to a very interesting joint report by the Catalan Directorate General of Taxes and the Regional Housing Agency in response to a series of inquiries raised by the Notarial Association of Catalonia regarding the concept of a “large-scale holder.” The report addresses interesting questions such as:

• Geographical scope of the property count: For the purposes of applying the higher tax rate for large property holdings, only properties located in Catalonia will be taken into account.
• Inclusion of rural properties: If the properties are located in areas with a tight housing market, only urban residential properties will be included; in all other cases, all properties (both urban and rural) will be taken into account.
• Calculation of undivided shares: If the taxpayer owns one or more urban residential properties with an ownership percentage other than 100%, located within the same high-demand residential market zone, they will be considered a major owner if the sum of these ownership percentages results in 500% ownership (equivalent in ownership percentage to full ownership of five urban residential properties). All properties must be located within the same designated tight residential market area.
• Calculation of floor area and non-residential elements: When determining the total floor area exceeding 1,500 m², only the square meters designated for residential use should be included, excluding those related to common areas (such as garages, storage rooms, commercial spaces, or warehouses integrated into the property).
• Discrepancies or lack of registered records regarding floor area: If the floor area is not recorded in the property registry, the figure recorded in the Cadastral Registry will be used; failing that, the figure resulting from a technical survey of the dwelling will be used.

5. Capital reduction with return of capital contributions. If you wish to challenge this, you must do so properly.

Attached (HERE) is a link to Supreme Court Ruling No. 802/2026, dated February 25, which addresses an interesting case that serves as a reminder of the rules governing capital reduction with the return of contributions to shareholders, as well as the options available to creditors who object to the transaction.

The case is based on a scenario in which a corporation transfers several properties to certain shareholders in accordance with a resolution to reduce share capital, through the acquisition of treasury stock for redemption and the return of capital contributions to shareholders via the transfer of assets. The resolution was duly published to notify creditors so that, if applicable, they could exercise their right to object, which did not occur. Many years later, the company becomes insolvent, and a creditor then attempts to set aside the transaction on the grounds of alleged fraud against creditors, as well as defects in the general meeting and a violation of the Spanish Companies Act (LSC) regarding capital reduction.

In an interesting ruling, the Supreme Court held that commercial law already provides for a procedure to protect creditors (the right of opposition), which must be exercised within a specified time limit; thus, if this is not done, the opportunity to challenge the resolution is lost. Likewise, the Supreme Court determines that the creditor lacks standing to challenge formal defects in the shareholders’ meeting and that, furthermore, capital reduction transactions through the acquisition of treasury shares and subsequent refund of capital contributions are fully valid, provided that the legal requirements regarding procedure and disclosure are met.

6. Be careful with social media and financial activities

Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust dated October 7, 2025 (Official State Gazette of January 21, 2026), which rules on an appeal filed against the assessment note issued by the 9th Commercial Registrar of Madrid, suspending the registration of a public deed of incorporation of an SL.

The case stems from the incorporation of a limited liability company (SL) whose corporate purpose includes, among other activities, “other activities ancillary to financial services, except for insurance and pension funds.” Upon submission for registration, the deed was rejected by the Registrar because, given the broad terms in which this activity is described in Article 2 of the Articles of Incorporation (a literal transcription of the CNAE), it may fall under one of the scenarios provided for in Article 125 of Law 6/2023 of March 17 on the Securities Market, pertaining to investment services firms (these firms are subject to a series of special requirements that are not met in this case).

After the corresponding appeal was filed, the DG upheld the assessment, noting that the activity referred to in the appeal is clearly included among those subject to special requirements under the Securities Market Act; therefore, it may only be included in the corporate purpose if the company complies with the requirements of this special legislation. This should be taken into account when correctly defining the corporate activities of newly incorporated companies.

7. Be aware of the tax implications of capital reduction through share buybacks and the subsequent cancellation of those shares

Attached (HERE) is a link to a recent report by the AEAT’s Advisory Commission on conflicts in the application of tax regulations, published in February 2026, which addresses the personal income tax treatment of a partner who sells their shares in a family business to the company itself, so that the company may then proceed to formalize a capital reduction through the redemption of those shares.

The case is based on a scenario in which, within the context of a family business, one of the partners sells his shares to the company itself, so that the company can then proceed to carry out a capital reduction by writing off the shares acquired from that partner. This partner, in their income tax return for the corresponding year, reported the transaction as a capital gain, which allowed them to claim tax benefits (specifically, the tax reduction coefficients for assets acquired before 1994).

Some time later, the taxpayer is subject to a tax audit, during which the tax authorities determine that the transaction was not taxed correctly. In the AEAT’s view, the transaction should be taxed as capital gains, since the sequence of events effectively amounts to a capital reduction with a refund of contributions—a procedure that does not qualify for the aforementioned tax benefit. The Advisory Commission’s report supports this interpretation, holding that lawful corporate structures cannot be artificially used to improperly claim a tax benefit. This should be taken into account when providing comprehensive advice to our clients regarding this type of transaction.

8. Be very careful regarding the liability of properties for the tax debts of previous owners

Attached (HERE) is a link to Supreme Court Ruling No. 404/2026, dated April 6, which establishes a significant and troubling legal principle regarding the subsidiary liability of a property for the tax debts of its previous owners.

The case is based on a scenario in which a person purchases a property that, at the time of purchase, is subject to a marginal note regarding the seller’s inheritance tax liability. More than five years later—that is, once the marginal note has expired—and given the principal debtor’s default, the Spanish Tax Agency (AEAT) initiates a procedure for subsidiary tax liability against the buyer who acquired the property, within the period of liability, for the payment of tax debts.

The Supreme Court (Third Chamber for Contentious-Administrative Matters) holds that it is appropriate to initiate proceedings for subsidiary liability with respect to property or a right legally encumbered for the payment of a tax debt even if five years have elapsed since the entry of the marginal note of legal encumbrance on said property, provided that the third party acquired the property within that period and the principal debtor was subsequently declared bankrupt. In the Supreme Court’s view, the encumbrance provided for in Article 79 of the General Tax Law constitutes a statutory security interest, the validity of which is not limited by the registration expiration established in Article 100.4 of the Real Estate Registry Regulations, as this affects only the registration and its enforceability against third parties, but does not extinguish the legal encumbrance; thus, the assessment of the status of a protected third-party mortgagee must refer to the time of acquisition, so that a purchaser acquiring the property while the encumbrance is in force is not protected by Article 34 of the Mortgage Law (LH). Finally, the Supreme Court also determines that the exercise of the action for subrogation is governed by the specific regime of subsidiary liability established in Art. 43.1.d) LGT, whose starting point is the declaration of bankruptcy (Arts. 174, 176, and 67.2 LGT), without the expiration of the marginal note conditioning or limiting such exercise.

This is a very important ruling to keep in mind when providing ongoing and comprehensive advice to our clients as they finalize real estate transactions.

9. Ownership of the family home after a divorce in cases of community property

Attached (HERE) is a link to Supreme Court Ruling No. 377/2026 dated March 1, which addresses an interesting case regarding how ownership of real property should be distributed in the context of a divorce between spouses married under the community property regime.

The case is based on the scenario in which a man, prior to getting married, purchases a home and takes out a loan to do so. Two years later, he marries his wife, and that home becomes the family residence, so the loan is paid off using the couple’s joint funds. Many years later, the couple divorces, and a dispute arises over who owns the property.

The Supreme Court resolves the dispute by applying Articles 1354 and 1357 of the Civil Code, establishing that when an asset (in this case, the family home) is acquired with funds from different sources (partly separate property and partly community property), ownership is held in undivided co-ownership by the individual and the community of property in proportion to the value of their respective contributions. Thus, in these cases, it will be necessary to calculate what was paid before the wedding and what was paid afterward with joint funds, in order to determine the corresponding percentages; in such cases, it is essential to retain the relevant payment receipts (such as bank statements) to prove the payments made at each stage.

10. Non-voting shares in a limited liability company (SL). The point at which these shares regain voting rights

Attached (HERE) is a link to Supreme Court Ruling No. 440/2026, dated March 20, in which the High Court analyzes, for the first time, the legal regime governing non-voting shares in a limited liability company (SL), clarifying the point at which such shares are deemed to regain voting rights in the event that the company does not distribute dividends.

The case involves a limited liability company (SL) with three partners, in which the share capital was divided into three equal parts (one-third each), comprising 300 shares. One of the partners became the holder of 100 non-voting shares as a result of an amendment to the articles of incorporation unanimously approved in 2018. A year later (2019), at a general meeting, the sale of a core asset was approved, with two of the three partners voting in favor (one of whom was the holder of those non-voting shares) and one against, which led to the conflict, since the shareholder holding those non-voting shares was permitted to vote at that meeting, and his vote was decisive for the approval of the resolution.

The case is brought before the courts by the shareholder who voted against the resolution. Ultimately, the matter is referred to the Supreme Court, which is responsible for interpreting Article 99.3 of the Spanish Companies Act (LSC) and determining whether a shareholder without voting rights automatically regains those rights as a result of not having received the minimum dividend provided for by law in such situations. In this regard, the Supreme Court ultimately ruled that, in such cases, the minimum dividend may be deemed not to have been paid (and thus the shares regain voting rights) when both the fiscal year and the ordinary process for approving the financial statements have concluded, such that it can be established that there were no distributable profits. Alternatively, the legal deadline for holding the ordinary meeting must have expired without the meeting having been held or the financial statements having been approved. Applying this interpretation to the case, the Supreme Court concludes that in March 2019, the meeting to approve the 2018 financial statements had not yet been held, nor had the statutory deadline for doing so elapsed; consequently, the exception under Article 99.3 of the LSC could not be deemed to have been triggered, and the company holding the non-voting shares should not have voted at the meeting on March 6, 2019.

This is an important ruling for correctly understanding the point in time at which, if applicable, these non-voting shares regain their entitlement in the event that the minimum dividend required by the LSC for such cases is not distributed.