Practical legal notes - December 2025

1.- Notarial function in MASCs

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.

2.- Going from 4 co-owners to 2 does not constitute termination of condominium ownership, and this has significant tax implications.

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.

3.- To install an electric vehicle charger in your communal parking space, you only need to notify the community in advance.

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.

4.- Rectification of the description of the dwellings in a building and change of use to tourist accommodation. We are dealing with two taxable events that must therefore be taxed.

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.

5.- Challenging registrars' assessments before the courts. Scope of the courts' work and its relationship with the registrar's assessment.

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.

6.- 20% ITP for large shareholders in Catalonia. Resolution of doubts by the Catalan Directorate General of Taxes.

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).

7.- In Catalonia, it is possible for a single co-heir to deliver a legacy.

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.

8.- Be careful when establishing limitations in community statutes to prevent tourist apartments and similar properties. If things are not done properly, we may be in for some surprises.

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.

9.- Instructions for verifying real estate values for 2026

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.

10.- Shareholder agreements and unanimity. Relevant case law from the Supreme Court.

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.