Practical Legal Notes - January 2025

1.- Evidentiary value of the simple notes of the Property Register

Attached (HERE) link to an interesting judgment of the Supreme Court, specifically, the STS 5882/2024, of November 20, in which the High Court confirms the validity and sufficiency of the simple informative note of the Land Registry as sufficient proof of ownership, thus allowing to reinforce the full probative value of these documents by what is required to the registry content, both in judicial and extrajudicial acts.

Thus, it is confirmed how any person with a right registered in the Land Registry can validly prove it to third parties by obtaining a simple registry note, at a cost of only 10 euros approximately.

The intervention of all the heirs is necessary in the partition of the inheritance.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of November 19, 2024 (BOE of December 18, 2024), in which the General Directorate resolves a case related to a deed of acceptance and adjudication of inheritance, in which not all the heirs are present.

In this case, the DG resolves that, in effect, the non-concurrence of all the heirs breaks the principle that the partition of the inheritance must be carried out by all the co-heirs unanimously, so that it is necessary that in the partition all the called ones concur so that each inheritance right in abstract is converted into singular and concrete titles over the assets of the inheritance estate.

3.- The receipt of amounts by the beneficiaries of life insurance contracts constitutes a taxable event for ISD.

Attached (HERE) link to a fiscal flash related to the DGT Consultation V1822-24 (HERE can be consulted), in which the DGT resolves a consultation related to the settlement of life insurance, recalling that the receipt of amounts derived from the contracting of a life insurance policy, provided that the beneficiary is a person other than the policyholder, will be subject to Inheritance Tax, being its taxable base the amounts received for this concept (which will be accumulated to the other assets and inheritance rights), being the taxpayer the beneficiary of such amounts.

Accessory benefits in the bylaws and their relationship with a family protocol.

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of November 29, 2024 (BOE of December 25, 2024), in which the General Directorate resolves a case related to a deed of modification of corporate bylaws, in which a new article of the bylaws is introduced, related to an accessory benefit, by virtue of which it is established that all the partners are obliged to a non-remunerated accessory benefit consisting of the fulfillment of a Family Protocol that appears in a public deed (which is specifically identified), but without detailing its content.

Initially, the Commercial Registrar refused to register the clause in the articles of association on the grounds that the content of the ancillary service is not detailed, since it simply refers to the Family Protocol, which is neither registered nor deposited in the Commercial Registry.

After the corresponding appeal, the DG revoked the classification, determining that what is relevant in these cases is to publicize the existence of the Family Protocol, so that all present and future partners have the possibility of knowing of its existence and, if applicable, accessing its contents through the existing legal channels.

5.- CNAEs for 2025

Attached (HERE) link to Royal Decree 10/2025, of January 14, approving the National Classification of Economic Activities 2025 (CNAE-2025), applicable to new incorporations or changes of corporate purpose formulated as of January 16, 2025, i.e., its entry into force.

Regarding its practical application in the CIRCE environment, it has been informed that CIRCE, for the time being, cannot apply the new CNAE 2025 codes, as they are pending coordination and analysis with the AEAT, so for this type of companies they continue with the previous codification.

For the rest of the companies, the new codification must be recorded. Some commercial registries have requested the notary's offices to temporarily record both numbers, CNAE 2009 and CNAE 2025, due to the lack of adaptation of their computer systems.

6.- De-linkingob rem of properties and its relation with the administrative building authorization

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of November 29, 2024 (BOE of December 25, 2024), in which the General Directorate resolves a case related to a deed of unbindingobrem, to leave without effect a binding of certain parking spaces in relation to a multi-family building.

Once the deed was presented for registration, the Property Registrar denied it, alleging that in this case, it is necessary to prove the consent of the administration to such disassociation, since the linkingobrem has been configured as a special condition for the granting of the first occupancy license (classic urban planning regulations that require new buildings to have a parking space).

The DG confirms the criterion of the Registrar, being necessary to present the corresponding administrative document (such as the building permit) to prove that the administration does not put or did not put at the time any condition in this regard for the granting of the relevant administrative authorization.

Tax consequences of the non-validation of Royal Decree-Law 9/2024.

It is reported that Royal Decree-Law 9/2024 (HERE you can consult it), known as "Omnibus Decree" has not been validated by the Congress, so that the provision has been repealed. As a consequence, in the tax area, it is necessary to highlight the following measures that areno longer in effect:

• IRPF and obligation to declare: Raising to €2,500 (from €1,500) the amount that can be received from second and subsequent payers so that the maximum annual limit that establishes the obligation to declare income from work is €22,000.
• IRPF: Extension to 2025 of tax deductions for energy improvement works in housing and for the acquisition of "plug-in" and fuel cell electric vehicles and recharging points.
• Municipal capital gains tax (IIVTNU): Approval of new coefficients to be applied to the value of the land at the time of accrual, according to the period of generation of the increase in value. In practice, this meant an increase of up to more than 50% (see link HERE newspaper article on the matter).

8.- Revoked NIF and access to the Registry. It is confirmed that what is relevant is the situation at the moment when the document accesses the Registry (and not when it is granted).

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of November 29, 2024 (BOE of December 25, 2024), in which the General Directorate resolves a case related to a deed of sale of a property, formalized in 2008, which is intended to be registered in 2024, when the selling company has the NIF revoked, which causes the corresponding negative qualification of the Registrar.

The representative of the company filed an appeal against such qualification, alleging that, in essence, when the deed was granted, the company had the current Tax ID number, and the rule that regulates the impossibility of registering transfers of companies with revoked Tax ID numbers was not yet in force, so that its application now means the retroactive application of an unfavorable rule, prohibited by the Constitution.

The DG, in this case, reiterates its pacific criterion, considering that the prohibition of access to documents corresponding to companies with revoked NIF is fully valid and applicable to documents authorized prior to the entry into force of the rule, since the access to the Registry is sought now, with the rule already in force.

9.- Training session on the most important Resolutions of the year 2024

Attached (HERE) link to a very interesting training session, in video format, organized by the Notary Foundation, where an analysis and study of the essential Resolutions of 2024 of the General Directorate of Legal Security and Public Faith, in various matters of civil, commercial and mortgage law, focusing on practical aspects of drafting deeds.

10.- Corporate conflict and appointment of a voluntary auditor. Requirements for registration

Attached (HERE) Resolution of the General Directorate of Legal Security and Public Faith of November 28, 2024 (BOE of December 25, 2024), in which the General Directorate resolves a case related to the request for registration of the appointment of a voluntary auditor by an SL.

Company immersed in a corporate conflict, in which one of the minority shareholders has requested the appointment of an auditor, which is pending resolution by the DG. Subsequently, it is the company that requests the registration of the appointment of a voluntary auditor, which is initially rejected by the Mercantile Registrar, as this request was previously made by the minority shareholder.

Upon appeal, the DG revoked the qualification note with regard to this circumstance, arguing that its most recent doctrine (see Resolutions of April 18 and 20, 2024), by virtue of a principle of effectiveness, if the voluntary appointment of an auditor by the company is accredited, even if it is subsequent to the request of the minority shareholder, the latter must prevail (even if the request of the minority shareholder is prior), and even more so in this case, where the request of the minority shareholder has not yet been resolved.