Practical Legal Notes - August 2026

1. In Catalonia, in a homeowners’ association, a unanimous decision is not required to set special assessment fees for certain private property elements.

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

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

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

2. The fact that an heir acts as a verbal representative in the acceptance of an inheritance does not preclude the subsequent challenge of that heir nor does it violate the doctrine of one’s own acts.

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

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

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

3. Catalonia has eliminated the tax penalty that previously applied to immediate-effect gifts made upon death

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

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

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

4. Practical Notarial Training: Termination of Condominium Ownership

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

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

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

5. A provision in the articles of incorporation may be included that allows the rights of the shareholder to be transferred to the pledgee in the event of a pledge of shares or stock.

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

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

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

6. The Supreme Court warns: Exercising the purchase option does not entitle you to live there rent-free before going through a notary.

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

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

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

7. Can a business entity receive an inheritance? How will it be treated for tax purposes?

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

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

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

8. Reminder: The corporate name of a company cannot be changed while the name reservation is expired.

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

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

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

9. Changes to Catalan legislation governing measures to support individuals’ legal capacity

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

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

2. Strengthening the notarial document regarding voluntary attendance:

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

3. Definition of acts requiring notarial assistance:

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

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

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

5. Coordination with Law Enforcement Agencies:

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

6. Effective Date: February 4, 2027.

10. Be very careful: Entering into agreements at the notary’s office when distributing an inheritance that alter the decedent’s will can increase the tax bill owed to the tax authorities.

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

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

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