Practical Legal Notes - July 2026

1. Important development in inheritance and tax law. A return to the classic theory of double transfer in inheritances subject to the right of transfer

Attached (HERE) is a link to Supreme Court Ruling No. 849/2026, dated June 3, 2026, which resolves a dispute regarding a negative assessment by the Property Registry in the context of a deed of partition of an estate, in which the right of transfer is at issue.

The case is based on the death of a mother (the first decedent), whose assets were to be inherited by her children. However, one of them subsequently died without having accepted or renounced the inheritance (the transmitting heir), leaving behind a widow entitled to the statutory usufruct share. The surviving siblings (transmission heirs) divided their mother’s estate without the involvement of their brother’s widow, arguing that the first decedent’s assets were never incorporated into the deceased’s estate because he had not accepted the inheritance. The core of the legal dispute lies in defining howthe “ius transmissionis” (Art. 1006 of the Civil Code) operates, that is, whether the transferees inherit directly from the first decedent independently (theory of direct acquisition) or whether they do so through the estate of the transferor (classical theory or theory of double transmission), which would require including those assets in the calculation of the widowed spouse’s statutory share and necessitate her participation in the partition.

Finally, the Supreme Court decided to grant the appeal and thereby return to the classical theory of double transmission, establishing that*elius delationis* passes to the heirs precisely by virtue of their status as successors of the transferor, becoming part of their estate. Consequently, it determines that, in calculating the statutory share of the transferor’s widow, it is mandatory to include the assets that belonged to her late husband in the estate of the first decedent, making her participation in said estate distribution indispensable. This must be taken into account in such cases, both in terms of succession and the resulting tax implications.

2. The General Directorate defines the respective roles of notaries and registrars: it is the notary’s responsibility to assess whether the conditions of a power of attorney have been met, and the registrar may not review that assessment unless there is a manifest error.

Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust (DGSJFP) dated February 18, 2026, issued in connection with an appeal filed against the refusal of Madrid Property Registry No. 3 to register a deed of mortgage cancellation executed unilaterally by the mortgage debtor himself, who was acting on behalf of the creditor (Banco Santander, S.A.) pursuant to an irrevocable power of attorney subject to conditions precedent.

The factual scenario is based on a special power of cancellation established by the financial institution in favor of identifiable individuals (the debtor or the property owner) subject to the condition precedent that the bank verify full payment of the debt and submit, through the Electronic Notarial Portal, a “zero-balance certificate” signed by an employee of the institution. The registrar suspended the registration, finding that the certificate—which was attached to the deed—did not prove that the signatory held sufficient authority with powers of representation or that the signature had been notarized, thereby requiring compliance with Article 1280.5 of the Civil Code. The crux of the legal dispute therefore lies in determining whether the formal requirements of authenticity and representation under Article 1280.5 of the Civil Code must also be imposed on the issuer of a document that constitutes a mere internal control mechanism and a condition precedent to the power of attorney, or whether, on the contrary, the notary’s assessment of sufficiency—made under the notary’s responsibility—regarding compliance with those objective conditions is sufficient.

Finally, the General Directorate has decided to grant the appeal filed by the notary and to revoke the registrar’s negative ruling. The most significant legal conclusion drawn from this ruling is that the requirement for written form in a public document (Article 1280.5 of the Civil Code) must apply exclusively to the principal power-of-attorney transaction itself and not to supplementary requirements or internal control objectives (such as the zero-balance certificate) freely established by the principal in the exercise of his or her autonomy of will. Thus, the DGSJFP establishes that the submission of said certificate via the Notarial Electronic Portal constitutes an internal act and a factual prerequisite for the suspensive condition, the fulfillment of which must be assessed exclusively and under the responsibility of the authorizing notary; the registrar may not review or overturn said assessment of sufficiency unless there is a clear and evident error.

3. The request for a notary’s presence at the meeting must be made at least five full days after the administrators receive it; partial compliance with the deadline is not sufficient.

Attached (HERE) is a link to the judgment of the Provincial Court of Seville, No. 209/2026, dated March 27, which resolves a dispute between two commercial companies. The main issue in the case is determining the validity of the resolutions adopted at an extraordinary general meeting of shareholders in the absence of a notary to draw up the minutes, whose mandatory participation had been formally requested by the minority shareholders.

The facts of the case stem from the directors’ call for said meeting, the notice of which was received late by the plaintiff, a minority shareholder, who the following day requested notarial attendance via certified fax pursuant to Article 203.1 of the Capital Companies Act. That request for notarial attendance was formally delivered to and received at the defendant company’s registered office exactly 4 days and 21 hours prior to the time set for the meeting. The crux of the legal dispute therefore lies in determining whether, for the purpose of calculating the statutory five-day notice period, one must consider the date of dispatch or the date of receipt of the request by the directors, and whether it is permissible for that period not to be fully completed.

Finally, the Provincial Court of Seville has decided to grant the appeal filed by the defendant company, overturning the declaration of nullity of the shareholders’ meeting issued at the trial court level and dismissing the complaint in its entirety. The most significant legal conclusion drawn from this ruling is thatthe starting date for calculating the notice period under Article 203.1 of the LSC is necessarily the date on which the directors receive the notice, and a period of five full days must elapse before the legal obligation to request the notary’s services arises. Thus, since there were only three hours remaining before the deadline in this specific case, the request was filed out of time and released the company from that obligation, thereby safeguarding the full validity of the resolutions adopted without the notary’s presence.

4. Practical notarial training. Authentication of notarial deeds via videoconference

Attached (HERE) is a link to a video training session organized by the Notariado Foundation, in which Mr. Pablo Alonso Rocamora, a notary public in Ayora (Valencia), leads an interesting practical notarial training session focused on the notarization of notarial policies via videoconference—a procedure provided for in Article 17.ter of the Notarial Law.

Thus, thanks to this recent development, commercial policies governing a wide range of common transactions—such as loans, credit facilities, factoring, leases, rental agreements, guarantees, and confirmations—can now be signed “online.” This option is becoming increasingly widespread and is the preferred choice of both financial institutions and customers.

For your review and study, given its practical applicability in the day-to-day operations of a notary’s office.

5. The sale of essential assets without the approval of the shareholders’ meeting is binding on a third party acting in good faith and without gross negligence.

Attached (HERE) is a link to Supreme Court Ruling No. 881/2026, dated June 9, which resolves an interesting dispute regarding the effects of the sale of an essential asset of a commercial corporation without the authorization of the general meeting, and the effects this may have on a third-party purchaser acting in good faith.

The case is based on a contract of sale, through which one company transferred its entire real estate portfolio to another (leaving the seller completely stripped of its assets and de facto inactive) for a total price of 19,000 euros, which was withheld by the buyer under the pretext of assuming the debts encumbering the properties, while falsely declaring in the deed that the properties did not constitute essential assets. In response to an action for annulment filed by a minority shareholder, the Provincial Court of Santa Cruz de Tenerife dismissed the action, holding that the buyer should be protected as a bona fide third party under Article 234.2 of the LSC, as there was no evidence that she was aware of the seller’s actual situation, even though her sole director had been a partner of the seller until five years prior to the transaction. The core of the legal dispute therefore centers on determining whether the lack of approval by the shareholders’ meeting to dispose of essential assets under Article 160(f) of the LSC results in the absolute nullity of the transaction, enforceable against any third party, or whether the principle of good faith in commercial transactions under Article 234.2 of the LSC applies by analogy, analyzing the criteria for assessing the purchaser’s good faith and the absence of gross negligence.

Finally, the Supreme Court decides to grant the appeal, set aside the appealed judgment, fully grant the complaint, and declare the sale null and void, with the consequent obligation to return the properties and settle the issue of possession. The Chamber’s doctrinal conclusion establishes that, given the legal gap regarding the effects against third parties of a violation of Article 160(f) of the LSC, Article 234(2) of the LSC is applicable by analogy, such that the lack of approval by the shareholders’ meeting is not enforceable against third parties acting in good faith and without gross negligence. However, in this specific case, the court determines that the circumstances completely preclude the purchaser’s good faith: not only because of the historical ties between its manager and the seller, but also because the transaction involved a total transfer of assets without receiving any actual consideration, given that the alleged “assumption of debts” for the liens on the properties was merely cumulative and did not discharge the debt, as it lacked the consent of the creditors (pursuant to Article 1205 of the Civil Code and Article 118 of the Mortgage Law); hence, in the absence of good faith, the buyer is not protected, and the transfer carried out by the administrator without authority is declared null and void.

6. The Supreme Court rules: The late-payment interest rate under the LCI is a maximum rate, so it may be lower if the parties so agree

Attached (HERE) is a link to Supreme Court Ruling No. 997/2026, dated June 23, which addresses a cassation appeal filed by a notary against the appellate court’s ruling that upheld the legality of the negative assessment issued by a property registrar. That assessment had denied the registration of the late-payment interest clause in a residential mortgage loan deed executed with a consumer.

In the case at hand, on June 27, 2019, a mortgage loan deed was authorized, in which a default interest rate was set equal to the contractual interest rate plus two percentage points. The property registrar refused to register the deed, considering it contrary to mandatory provisions, specifically Article 25 of Law 5/2019 on Real Estate Credit Contracts (LCCI) and Article 114 of the Mortgage Law, arguing that the law strictly sets the default interest rate at the contractual interest rate plus three points and does not permit any contrary agreement. The core of the legal dispute lies in determining whether the mandatory nature of Articles 3 and 25 of the LCCI absolutely prohibits any different agreement or whether, on the contrary, it allows for an agreement on a default interest rate lower than the legal limit because it is more beneficial to the consumer.

The Supreme Court grants the appeal, overturns the appellate court’s ruling, and declares the registrar’s negative determination to be contrary to law. The main basis for the decision is that Article 25 of the LCCI establishes a maximum limit to protect consumers against abuse; therefore, the mandatory nature of the provision must be understood as intended to prevent more onerous terms from being imposed by the business. The Court reasons, in accordance with Directive 2014/17/EU, that prohibiting an agreement that improves the borrower’s legal position would be a contradiction that would undermine the very purpose of consumer protection legislation.

7. A capital reduction involving the return of unequal capital contributions requires the individual consent of all members of the limited liability company.

Attached (HERE) is a link to Supreme Court Decision No. 853/2026, which resolves a corporate dispute arising from a capital reduction resolution in a limited liability company (SL), adopted by a majority of 81.81% of the share capital to redeem the shares of a single shareholder, who was reimbursed the value of her contribution through the transfer of real estate and €75,000 in cash. The minority shareholder, holding 15% of the capital, voted against the resolution after unsuccessfully requesting a similar measure for her own shares.

Faced with this situation, this minority shareholder ultimately filed a lawsuit seeking to have the capital reduction declared null and void. Although Barcelona Commercial Court No. 11 initially dismissed the lawsuit, the Barcelona Provincial Court upheld the appeal and declared the resolutions null and void, arguing that Article 329 of the Capital Companies Act (LSC) requires the consent of all the company’s shareholders when a capital reduction with a refund of capital contributions does not affect all shares equally.

After the corresponding appeal was filed, the Supreme Court dismissed it and ruled that, when a capital reduction with a refund of contributions does not affect all shares equally, Article 329 of the Capital Companies Act requires the individual consent of all shareholders, and not just those whose shares are being redeemed. The Chamber interprets this requirement as an expression of the principle of equal treatment among shareholders (Article 97 of the Capital Companies Act) and the pro rata rule (Article 330 of the Capital Companies Act), considering that a transaction of this nature alters the legal and economic position of both the shareholder who leaves the company and those who remain in it. Consequently, the lack of individual consent from the shareholder who voted against the resolution renders the capital reduction resolution null and void.

8. Article 34 of the Land Law protects a buyer acting in good faith who purchases real property from the person listed as the sole registered owner, even if it later becomes apparent that the property is community property.

Attached (HERE) is a link to Supreme Court Ruling No. 952/2026, dated June 18, in which, the main issue in the case is the resolution of the appeal filed by the buyers of a home against the appellate court’s ruling that declared the sale of a property—allegedly part of the marital estate—null and void ab initio due to the lack of consent from the seller’s ex-wife and a finding of bad faith on the part of the purchasers.

In the case at hand, the seller, who was unmarried at the time, purchased a property in 1999 that was registered in the Property Registry exclusively in his name. In 2004, he married under the community property regime and paid off part of the mortgage during the marriage. Following the divorce in 2014, and while the division of the community property was still pending, the ex-husband sold the property to a third party for consideration in 2018. The ex-wife filed a primary action for annulment (due to lack of her consent and possible misappropriation) and, in the alternative, an action for rescission on the grounds of fraud against creditors. The core of the legal dispute lies in determining whether the transferor’s lack of authority to dispose of the property after the divorce renders the contract void or merely affects the transfer of title, and whether third-party purchasers are protected by the principle of public faith in the registry and the presumption of good faith under Article 34 of the Mortgage Law.

The Supreme Court grants the appeal, overturns the appellate court’s decision, and dismisses the complaint in its entirety (as well as the subsidiary action for rescission). The main rationale is that the seller’s lack of power to dispose of the property does not render the sales contract null and void, since the contractual validity of the sale of a jointly owned property remains intact, affecting only the transfer of title. Since the seller is listed in the Registry as the sole owner with full title and there is no marginal note regarding the possible (partial) community property status of the home (Articles 1354 and 1357(II) of the Civil Code), the buyers are protected by Article 34 of the Mortgage Law. The Supreme Court clarifies that the fact that the deed states the seller’s divorced status does not impose on third parties an obligation to conduct an investigation beyond the registry records, nor does it, by itself, destroy the legal presumption of good faith.

9. More news about large landowners in Catalonia

Attached (HERE) is a link to Catalan Law 11/2026, dated July 9, on fiscal, financial, administrative, and public sector measures in Catalonia, which introduces significant changes that directly affect large-scale property owners. Below is a summary of all the key amendments aimed at or having a particular impact on large-scale property owners:

Redefinition and Standardization of the Concept of “Major Shareholder”: The regulation expands, clarifies, and standardizes the criteria and thresholds for qualifying as a major shareholder for various administrative, income-containment, and tax purposes:

• General Thresholds and Properties in High-Demand Areas (ZMT): The requirement remains in effect that an individual must own more than 10 urban residential properties (or more than 1,500 m² of floor area) in Catalonia, or 5 or more urban residential properties if they are located in municipalities designated as Tight Residential Market Zones (ZMT).
• Specific entities: This category explicitly includes financial institutions, their real estate subsidiaries, investment funds, and certain asset management firms.
• Calculation of Co-ownership and Joint Ownership: If a residence has more than one owner, it is sufficient for just one of them to qualify as a “major owner” for the property and its lease to be subject to the obligations applicable to major owners. Shares in a co-ownership are calculated by adding up the total ownership interests equivalent to a single property.

Tax Changes: 20% Property Transfer Tax (ITP / TPO): Regarding the Property Transfer Tax (ITP / TPO):

• Revision of the Tax Definition of “Large Property Owner”: The tax definition is aligned with the ownership of 5 or more properties in high-demand areas (ZMT) or more than 10 properties within a regional jurisdiction.
• Increased Tax Rate (20%): The acquisition or transfer of residential properties is subject to an increased tax rate of 20% when the purchaser is a large property owner or when an entire residential building is transferred.
• Adjustments for Staggered Purchases: The adjustment mechanism has been modified for cases where entire properties are acquired in stages; the taxpayer will have one month from the transfer of the last property to file a supplemental self-assessment using the 20% tax rate.

Preliminary Assessment, Withdrawal, and Registration of Major Shareholders

• Restrictions and Controls on Transfers: The rules governing the Generalitat of Catalonia’s right of first refusal and right of repurchase in the sale of real estate located in Tight Market Areas (ZMT) owned by large property owners organized as legal entities and registered in the Registry of Large Property Owners, as well as in awards resulting from auctions, have been amended.

Rental Regulations, Rent Control, and Anti-Avoidance Measures

• Inclusion of room-by-room rentals and new models: To prevent large property owners or other landlords from resorting to room-by-room rentals, subleases, or atypical contracts (“co-living”) to circumvent the maximum rent cap set by the reference index, Law 11/2026 explicitly prohibits agreements or contractual breakdowns (e.g., separating “rent” from “services”) intended to circumvent rent caps.
• Advertising and Comprehensive Traceability: The large-scale landlord must ensure complete consistency in the listing before advertising the property, explicitly stating their status as a large-scale landlord in the advertisement, listing, and contract, and indicating the maximum rent and the most recent rent paid.

10. Virtual Tax Flash 028: Registration of Private Contracts and the Statute of Limitations on the Transfer Tax

Attached (HERE) is a link to the Notarial Association of Catalonia’s “Flash Fiscal Virtual,” in which Barcelona notary Ms. Paz Juárez analyzes Binding Ruling V2051/2025 from the Directorate General of Taxes regarding the notarization of a private sales contract signed 20 years ago, which was never settled, and whose seller passed away a decade ago.

The DGT concludes that, in these cases—since they involve private documents—the statute of limitations for the Tax on Onerous Property Transfers does not begin with the signing of the contract, but rather from the date the document is officially certified. In this specific case, the seller’s death establishes that date, so the tax is considered time-barred. The ruling also clarifies that the statute of limitations for the Property Transfer Tax does not mean that the transaction is subject to Stamp Tax (AJD), since the two taxes are incompatible. The transfer remains subject to the Property Transfer Tax, even though it must be reported as time-barred.