Practical legal notes - February 2026

1.- In a deed of payment in kind, it is necessary to justify the means of payment of the debt arising from the previous loan.

Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust of September 4, 2025 (BOE of December 5, 2025), which resolves the appeal filed against the refusal of the Property Registrar No. 4 of Barcelona to register a deed of payment in kind.

The case involves a company that acknowledges having a debt with another company, specifying that the cause of the debt is various loans received previously. A list of the amounts and dates of the loans is included in the deed, but without justifying the means of payment for said loans. In payment of the acknowledged debt, the debtor company awards the creditor ownership of two properties, which it now intends to register in the Property Registry.

Upon registration, the Registrar rejects the document, requiring identification of the means of payment used in the original loan agreement (arts. 24 LN, 254.4 LH, and 177 RN), arguing that, since the loan is the cause of the debt that is now extinguished by the transfer in lieu of payment, the actual transfer of the money must be proven in order to avoid fictitious acknowledgments that evade money laundering controls.

After the corresponding appeal was filed, the General Directorate dismissed the appeal and upheld the assessment notice, confirming that, in this type of business, it is necessary to prove the means of payment in order to prevent the establishment of fictitious legal transactions that mask other legal relationships between the parties or are likely to give rise to illegal conduct in the area of money laundering.

2 .- What should I do if the Central Commercial Registry implicitly denies me a name I have requested for a new company?

Attached (HERE) is a link to the Resolution of September 23, 2025, of the Directorate General for Legal Security and Public Trust (BOE of January 14, 2026), in the appeal filed against the rating note issued by the Central Commercial Registrar III (hereinafter RMC), denying a certain name reservation.

The case stems from a situation in which a company requests the RMC to reserve a series of company names in the following order: "Grupo Getura, SL," "Grupo Empresarial Getura, SL," "Getura Corporación, SL," "Getura Enterprise, SL," and "Getura Ecomerce y Asesoramiento, SL." The RMC issues a certificate confirming that the second of the requested names ("Grupo Empresarial Getura") is not registered, without expressly ruling on the first option requested.

Faced with this situation, the interested party appeals the refusal, which the Registrar of Companies opposes, arguing that there is no negative rating as such. In response to this argument, the DG acknowledges that, in fact, in these cases, there is in fact an implicit negative rating (that is, if a certificate is issued stating that the second or subsequent names are not registered, this implies that the names appearing first are obviously denied), so that, in such a situation, it is obvious that this negative rating can be appealed in the same terms as any other refusal of an entry.

To be taken into account by anyone interested in setting up an SL or SA who finds themselves in this situation.

3.- The Supreme Court once again confirms that when purchasing a home with a mortgage, the mortgage appraisal value can be used as a reference for ITP taxation.

Attached (HERE) is a link to Supreme Court Ruling No. 369/2026, dated February 9, in which Chamber III of the High Court's Contentious Division once again rules on a case that is very common in practice and which it is very important for taxpayers to be aware of.

The specific case involves the sale of a property, for which mortgage financing is required, where the particularity is that the purchase price is lower than the appraisal value given by the official mortgage appraisal (a very common circumstance in practice).

The interested party pays tax on the transaction using the purchase price as the taxable base for the transfer tax, in response to which the Tax Administration initiates a value verification procedure, in which, based on Article 57.1 of the General Tax Law, the value assigned for the mortgage appraisal of the property is taken as the basis, in compliance with the provisions of mortgage legislation.After the corresponding appeal was filed, the Supreme Court, in the final instance, once again ruled in favor of the Treasury in this case, considering that this procedure is valid and in accordance with the law, especially in cases where the difference in values is "significant."

This is something to bear in mind when purchasing a property with a mortgage loan, as in practice this situation is very common and frankly unknown to many citizens, which can lead to a lot of disappointment in the future if it is not known in advance and managed properly, especially in cases where the differences are "significant."

4.- Practical notarial training. Introduction to the Land Registry: Changes in the configuration of the cadastral parcel processed at the notary's office.

Attached (HERE) is a link to a very interesting online training video session, given as part of the training activities of the Notarial Foundation, in which notaries Micaela Pontones del Amo (Notary of Tembleque, Toledo) and Marcos Serrano Yáñez-Mingot (Notary of Horcajo de Santiago, Cuenca) address the interesting topic of changes in the configuration of cadastral parcels processed by the Notary's Office.

To do so, they use the attached presentation (HERE), which takes a highly practical approach to addressing the characteristics of this procedure (applicable to cases of rectification, plot division, segregation, aggregation, and grouping or reparcelling), the aspects to be taken into account when preparing the deed, the post-signing procedures to be carried out, the requirements of the Graphic Validation Report, and specific reference to specific practical cases.

A very interesting training session to keep up to date with how notaries, from our offices, can help citizens update the cadastral records of their properties and real estate to reflect the physical reality.

5.- Virtual Tax Flash 021. Unjustified increases in wealth. Be careful with assets that "appear out of nowhere" because the tax authorities will be waiting for you.

Link attached (HERE) to Virtual Tax Flash No. 21 from the Notarial Association of Catalonia, in which notary Manuel Sarobe Oyarzun analyzes the Supreme Court's doctrine on unjustified increases in wealth regulated by Article 39 of the Personal Income Tax Law.

Cases of donations and loans between family members are analyzed, warning that transfers that are not properly justified may be classified as unjustified capital gains and taxed at the marginal rate on the general income tax base.

The session highlights the importance of documenting all transactions and warns in particular about loans that conceal donations, which are very common in practice, even though they can lead to unpleasant surprises for taxpayers in the long term.

6.- Change of use due to age. Be careful because there is no statute of limitations when a license is required.

Attached (HERE) is a link to the Resolution of September 23, 2025, of the Directorate General of Legal Security and Public Trust (BOE of January 13, 2026), in the appeal lodged against the assessment note of the Property Registrar number 14 suspending the registration of a deed of change of use and declaration of new construction due to age, authorized by the Notary of Barcelona, Ms. María de Zulueta.

The case stems from a deed of change from commercial premises to residential property, which is based mainly on a certificate of occupancy and an architect's certificate attesting to residential use since 1994.

The Registrar and the substitute give a negative assessment, since in Catalonia, in accordance with Articles 187 and 218 of the Land Law, as well as on the basis of Article 30 of the Regulations for the Protection of Urban Legality, a license is required for the change of use to residential.After the Notary filed the corresponding appeal, the Directorate General dismissed it, confirming the qualification note, in the sense that since Catalan regulations do require a license, it is not possible to register the change of use "by prescription" without providing the corresponding administrative authorization that allows it.

7.- Ownership of shares in a limited liability company. Please pay close attention because in the near future, it may be necessary to register them in the Commercial Registry.

On February 17, the government approved the draft bill for the Organic Law on Public Integrity (HERE ), which, if finally approved by the legislature, will represent a real revolution in the field of ownership of shares in limited liability companies (SLs). Thus, as can be inferred from the wording of the future regulation:

• Limited liability companies must keepan electronicregister of shareholders, which must be communicated to the Commercial Registry corresponding to the registered office.
• This book shall record: a) The original ownership and successive transfers, whether voluntary or compulsory, of the shares. b) The creation of rights in rem or encumbrances, including non-possessory pledges. c) The identification of the natural person or persons who are the beneficial owners, in accordance with current regulations on the prevention of money laundering.
• The transfer inter vivos or mortis causa, or the encumbrance of shares, shall be recorded in the company's register of membersby means of a private electronic document with standardized content and format approved by the Directorate General for Legal Security and Public Trust, authorized by means of qualified electronic signatures of the transferor and acquirer. This private document with qualified electronic signatures must include the dispatch note of the registration or annotation made in the special section of the Commercial Registry.
• All inter vivos, mortis causa, or compulsory transfers must be recorded in the special section of the Commercial Registry, and the registration shall be constitutive. Until registration, the acquirer or holder of the encumbrance may not exercise rights against the company or third parties.
• Membership status may only be recognized for those who are listed as registered owners in the special section of the Commercial Registry.
• The payment of dividends, refund of contributions, or any other asset allocation shall only have a discharging effect if made in favor of the registered owner.

As can be seen, it will be necessary to pay close attention to the parliamentary process for this proposal, because if it goes ahead, this new regime will represent a real revolution in the field of ownership of shares in a limited liability company, since their transfer will be carried out by means of a private document with an electronic signature (with the loss of legal certainty that this may entail compared to the current system of public deeds), and their registration in the Commercial Register will be mandatory.

8.- Unique Rental Registration Number (NRUA). Actual nature of the regional license.

Attached (HERE) is a link to the Resolution of October 1, 2025, of the Directorate General for Legal Security and Public Trust (BOE of January 14, 2026), in the appeal lodged against the Registrar's decision to suspend the assignment of two Single Short-Term Rental Registration numbers because the properties in question are registered in the name of a person other than the one listed as the owner in the regional administrative register that grants the tourism license.

In this specific case, an NRUA assignment is requested in a situation where the property is registered in the name of a person other than the owner listed in the Administrative Registry. Given the circumstances, the Registrar denies the assignment, considering that in order for the NRUA to be granted, it is essential that the license be granted in favor of the current registered owner of the property and that it be registered in their name in the corresponding Tourist Registry.

Once the corresponding appeal has been lodged, the Directorate General revokes the rating note, considering that the regional authorization is real in nature, that is, it is linked to the property in question and not to the person to whom it was initially granted, meaning that the NRUA can be granted without further obstacles. This should be taken into account by real estate investors who may find themselves in this situation.

9.- Important ruling by the Supreme Court for Land Registries. Registration is "free" for the Administration.

Attached (HERE) is a link to the Supreme Court ruling, Chamber III for Contentious Matters, number 321/2026, dated February 5, which establishes a very important jurisprudential interpretation regarding the cost of the Property Registry for Public Administrations.

In this ruling, the High Court confirms the effectiveness of the Tenth Additional Provision of Law 14/2013, by virtue of which any registration operation, including formal publicity, shall be exempt from the payment of fees when the party ultimately responsible for paying them, in accordance with the fee regulations, is one of the following public administrations (central administration, which includes the State and central administration bodies; autonomous communities; local corporations; social security administrations).

To date, there had been heated debate over whether or not this provision was in force and therefore applicable, which has now been resolved by the Supreme Court in the affirmative. This is expected to have a major impact on the tariff management of all registrations made on behalf of public administrations.

In the Catalan case, as stated in the ruling itself, there may be further legal doubts in this regard, with an express ruling by the Supreme Court still pending.

10.- Virtual Tax Flash 022. Tax rate on the purchase of an entire building in Catalonia.

Link attached (HERE) to Virtual Tax Flash No. 22 from the Notarial Association of Catalonia, in which notary Elena Cantos analyzes Informative Consultation 443/25 from the Tax Agency of Catalonia on the applicable tax rate when two individuals acquire an entire residential building in Catalonia as undivided co-owners.

The Administration concludes that the 20% rate provided for the transfer of an entire building only applies when it is acquired by a single natural or legal person. If two persons purchase it jointly, that rate does not apply, unless one of them is a large holder.