Practical legal notes - January 2026

1.- New right of first refusal and repurchase in favor of the Government of Catalonia.

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.

2.- Practical notarial training. Testamentary dispositions in favor of persons with disabilities.

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.

3.- New ordinance of the Barcelona City Council to regulate the administration's right of first refusal and repurchase in the city of Barcelona.

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, 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.

4.- Nuances matter. Difference between a residual trust and a preventive replacement of residual assets in Catalonia.

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.

Therefore, 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.

5.- Be careful not to "get too clever," as this could result in the loss of the benefit of inventory of an inheritance acceptance.

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.

6.- Be careful with the protection of registration publicity to third parties acting in good faith. A simple consultation of the Registry is not enough; diligent action is also required in order to be protected.

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.

7.- Tax measures for the 2026 fiscal year. Aspects to consider

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.

8.- Wills of separated/divorced parents and administration of assets bequeathed to children in the event of death. Aspects to consider

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.

9.- Be very careful when buying or selling shares at a notary's office. Doing things wrong can have serious consequences for clients and for the notary.

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.

10.- Registration of the liquidation of an insolvent company in the Commercial Register. This is possible even if there are debts on the balance sheet.

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.