Practical Legal Notes - June 2026
1. Liquidation of a corporation (SA). Unanimity is required to satisfy the liquidation quota in kind.
Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust dated February 18, 2026, which rules on the appeal filed against the decision of Madrid Commercial Registry No. IV, which suspended the registration of a deed formalizing corporate resolutions regarding the dissolution, liquidation, and termination of a corporation. At the general meeting, the final liquidation balance sheet, the report on liquidation operations, and a plan for the division of the company’s assets—through the allocation to shareholders of lots consisting of cash and real estate—were approved, as well as an amendment to the articles of incorporation related to the liquidation phase.
The case involves a company in liquidation whose resolutions were adopted with the favorable vote of shareholders holding 60% of the share capital, with one dissenting shareholder and another absent. The registrar denied the registration on the grounds that, first, the liquidation was structured through the distribution of mixed lots of cash and assets without the unanimous consent of all shareholders, as required by Article 393 of the Corporation Law for receiving a liquidation share in kind. Furthermore, she noted that the deed did not contain the legally required statement confirming that the liquidation share had been paid to the partners or that the amount had been deposited, nor did it record the payment or deposit of the corporate creditors’ claims.
The Directorate General dismisses the appeal in its entirety and upholds the assessment notice. It notes that, once liquidation proceedings have been concluded, a partner’s right to a share of the liquidation proceeds is ordinarily satisfied in cash, and that the unanimous consent of all partners is required to substitute that payment with the allocation of specific assets. Therefore, it considers the distribution agreed upon by a majority vote—consisting of mixed lots of cash and real property—to be contrary to Article 393 of the Capital Companies Act. It also upholds the second ground for invalidity because the deed lacks the statement required by Article 395 of the same law regarding the payment or deposit of the liquidation share.
2. Be cautious about changes to the corporate purpose and the resulting right of a partner to withdraw
Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust dated February 19, 2026, which rules on the appeal filed against the decision of the Madrid Commercial Registry II, which suspended the registration of a deed formalizing corporate resolutions to amend the articles of incorporation of a limited liability company. The deed documented the resolutions adopted by the general meeting to expand the corporate purpose by incorporating activities related to the operation of franchises and, as a result, to amend the article of the articles of incorporation relating to the corporate purpose.
The company argued that the approved amendment constituted a mere elaboration or specification of activities already included in the corporate purpose, and therefore did not give rise to any right of withdrawal in favor of the dissenting shareholders. However, the registrar suspended the registration because the deed did not include the statements required in cases where an amendment to the corporate purpose may give rise to the right of withdrawal provided for in Articles 346 et seq. of the Capital Companies Act. In particular, the registrar held that it must be demonstrated that no shareholder had exercised that right or, if applicable, that the legally prescribed procedures regarding the withdrawing shareholders had been followed.
The Directorate General dismisses the appeal and upholds the classification. It notes that the right to withdraw arises when the amendment to the corporate purpose is substantial in nature—that is, when it significantly alters the circumstances that led to the member’s admission to the corporation. Applying this doctrine to the specific case, it concludes that the franchise activity cannot be considered a mere manifestation of the statutory activity consisting of providing advice on the design and setup of restaurant premises, since franchising constitutes a legally and economically distinct activity, characterized by the assignment of industrial or intellectual property rights, the transfer of know-how, and the ongoing provision of technical and commercial assistance. Therefore, the expansion of the corporate purpose constitutes a substantial modification that may give rise to the right of dissenting partners to withdraw, and compliance with the documentary requirements established by corporate and registry legislation is essential for its registration.
3. Exemplary substitution and people with disabilities in Catalonia. Be wary of any clauses that favor associations providing care for people with disabilities.
Attached (HERE) is a link to the Resolution of the General Directorate of Law, Legal Entities, and Mediation of Catalonia dated May 13, 2026, which rules on the appeal filed against the decision of the Terrassa Property Registrar No. 2, who suspended the registration of two deeds of acceptance and allocation of an inheritance. The deeds documented, on the one hand, the acceptance of the inheritance by a person with a disability who had died intestate and, on the other hand, the acceptance by right of transmission of the share of the inheritance to which the person was entitled from their father, whose will had provided for a substitute bequest in favor of an association dedicated to the care of people with disabilities.
The factual scenario centers on the validity of an exemplary substitution clause ordered in 1989 by the decedent’s father. Following the testator’s death without descendants or a spouse, his siblings were declared intestate heirs because the notary who executed the will deemed that the exemplary substitution clause had become ineffective, given the existence of descendants of the testator who had established the will, in accordance with the regulations in force at the time the will was executed. The registrar suspended the registration for two reasons: first, because the General Registry of Last Wills and Testaments contained a provision of last will and testament under the heading “other forms” that had not been submitted; and, second, because she considered that the alleged ineffectiveness of the exemplary substitution and the consequent opening of intestate succession could not be determined extrajudicially but required a judicial ruling, given the existence of an express bequest in favor of an association.
The Directorate General partially grants the appeal. It overturns the first ground for appeal, concluding that the reference to “other forms” in the General Registry of Last Wills and Testaments corresponds precisely to the substitution of the original document ordered in the father’s will; therefore, there was no other disposition mortis causa pending submission. However, it upholds the second objection, holding that the ineffectiveness of the exemplary substitution cannot be asserted outright. It reasons that, although the will was executed while the Catalan Compilation was in force, the second transitional provision of Book Four of the Civil Code of Catalonia allows for the validity of prior dispositions that materially conform to current regulations to be maintained. Consequently, the bequest in favor of the association could be valid if the requirements set forth in Article 425-12 of the Civil Code of Catalonia are met—a point that had not been proven nor could it have been refuted by the entity designated as heir. For this reason, the General Directorate considers that the matter cannot be resolved through the registry and that, should there be a dispute regarding the validity of the exemplary substitution, it must be settled by a judicial authority.
4. Practical training in notarial practice. Issues in notarial practice related to disability
Attached (HERE) is a link to a video training session presented by the Notariado Foundation, in which Mr. Manuel Lora-Tamayo Villacieros, a notary in Madrid and delegate of the Aequita Foundation, delivers a very interesting presentation on the impact on notarial practice following the entry into force of the new regulations applicable to these institutions, with special reference to the various support mechanisms that can be utilized, the specific considerations to keep in mind when executing public instruments, as well as certain issues related to probate proceedings that must be taken into account.
For your review and study, given its practical applicability in the day-to-day operations of a notary’s office.
5. Sale of an undivided interest in real property held by a large property owner, and the Catalan government’s right of first refusal and right of repurchase
Attached (HERE) is a link to Resolution JUS/1734/2026, dated May 11, issued by the General Directorate of Law, Legal Entities, and Appropriate Conflict Management of the Generalitat de Catalunya, in the context of an administrative appeal against a negative registry ruling. The resolution concerns a public deed of sale for an undivided half (50 %) of a residential property, authenticated by a notary and registered in Barcelona Property Registry No. 18.
The scenario involves the sale by a company (a major shareholder) of a 50 % undivided share in a rented residence located in Barcelona, with the transferor retaining ownership of the other 50 %. The deed did not include proof that the Catalan Housing Agency had waived or chosen not to exercise its right of first refusal, nor did it contain any other evidence regarding the government’s preemptive purchase rights. Consequently, the registrar denied registration, considering that such a prior waiver was required under Decree-Law 2/2025, as the transfer was carried out by a major property owner in an area with a tight residential housing market, and understanding that even the transfer of an undivided share is subject to the rights of first refusal and preemption.
The Directorate General grants the appeal and revokes the negative ruling, concluding that neither prior notification nor a waiver by the Administration is required when only an undivided share is transferred, rather than the entire property or the transferor’s entire share. It bases this decision on a literal and restrictive interpretation of the regulation—which refers to the “transfer of any dwelling,” but in the context of a full transfer—and on the inappropriateness of extending limitations on the right of disposal by analogy. Furthermore, it distinguishes this case from precedents in which 100% of the transferor’s ownership interest was indeed transferred, and asserts that, although risks of circumvention of the law through successive partial transfers might arise, this does not justify imposing requirements not expressly provided for by current regulations.
6. Stamp Duty on declarations of old new construction. The tax base must be the actual construction cost at the time the work was performed, not its current value.
Attached (HERE) is a link to the Supreme Court ruling (Contentious-Administrative Chamber, Section 2) No. 617/2026, dated May 18 (ROJ STS 2211/2026), rendered in a contentious-administrative appeal filed against a judgment of the High Court of Justice of the Balearic Islands regarding the Stamp Tax (IAJD), in relation to the tax base of a deed declaring new construction.
The dispute stems from a provisional IAJD assessment issued following a deed of declaration of new construction executed decades after the construction took place (work completed in 1962 and documented in 2014). The regional government updated the tax base by applying higher valuation criteria, while the taxpayer argued that the historical construction cost should be used. The Regional Tax Court of the Balearic Islands (TEAR) upheld the taxpayer’s claim, annulling the assessment, and the High Court of Justice of the Balearic Islands (TSJ) dismissed the government’s appeal, affirming—in accordance with Supreme Court case law—that the tax base for the IAJD in such cases is the actual construction cost of the work, not its current or market value.
The Supreme Court dismisses the appeal and upholds the lower court’s ruling, establishing as legal doctrine that the tax base for the IAJD on deeds for new construction is the actual value of the material cost of the construction work, without the application of monetary adjustment coefficients, even if many years have elapsed between the construction and the accrual of the tax. The Chamber bases its decision on the principle of tax legality and on the interpretation of Article 70 of the Tax Regulation, which refers exclusively to the “cost of the construction,” excluding any adjustment or reference to market value. Key point: the concept of “actual cost” for IAJD purposes is a historical and objective figure that cannot be adjusted and cannot be converted into an adjusted value without express legal authorization.
7. The Supreme Court clarifies that an heir cannot claim exclusive use of an asset from the estate on his or her own; therefore, any corresponding compensation must be determined at the time of distribution.
Attached (HERE) is a link to the Supreme Court ruling (Civil Chamber, Section 1) No. 701/2026, dated May 7 (ROJ STS 2086/2026), issued in a cassation appeal against a ruling by the Provincial Court of Granada. The ruling addresses a claim for damages between co-heirs arising from the exclusive use of an inherited asset prior to its partition.
The case stems from an undivided estate in which one of the co-heirs (a widow) occupied the inherited residence exclusively for years. The decedent’s daughters filed a claim in their own names for compensation equivalent to the rental income they could have earned from renting out the property. The Court of First Instance dismissed the claim on the grounds of lack of standing, holding that the action should have been brought on behalf of the community of heirs and not in an individual capacity. The Provincial Court of Granada upheld the decision, adding that Article 1063 of the Civil Code provides for the adjustment of fruits and proceeds among co-heirs at the time of partition; therefore, the claim was not admissible in a separate declaratory proceeding.
The Supreme Court dismisses the appeal and upholds the plaintiffs’ lack of standing to sue, affirming that, as long as the estate remains undivided, the co-heirs cannot claim in their own names any fruits, income, or damages derived from the assets of the estate, since such proceeds form part of the estate and must be resolved during the partition (Art. 1063 of the Civil Code). The Chamber emphasizes the difference between the community of heirs and an ordinary community and rejects the application of case law pertaining to the latter. Key point: During the period of undivided inheritance, any profits, fruits, or compensation linked to the assets of the estate belong to the community of heirs and may only be claimed for its benefit—typically during the partition process—not by individual co-heirs.
8. Property owners may require the developer to repair defects in the building even if they are not the original buyers.
Attached (HERE) is a link to the Supreme Court ruling (Civil Chamber, Section 1) No. 666/2026, dated May 4 (ROJ STS 1964/2026), handed down in an extraordinary appeal for procedural violation and a cassation appeal, concerning liability for construction defects and a lawsuit filed by a homeowners’ association against the developer-seller.
A homeowners’ association filed a lawsuit against the developer, seeking either the repair of construction defects in the building or, alternatively, reimbursement for the cost of such repairs. The Court of First Instance granted the claim, ordering the developer to pay the cost of repairs, and the Provincial Court of Alicante upheld the judgment in its entirety, rejecting the developer’s arguments regarding abuse of process, lack of standing, and the statute of limitations, and finding that the homeowners’ association had standing to sue and the developer had standing to be sued by virtue of its status as seller and developer.
The Supreme Court dismisses both appeals and upholds the appealed judgment, ruling that the developer-seller is contractually liable for construction defects regardless of their severity, and that there is no circumvention of the law in bringing a contractual action rather than specific actions (hidden defects or the LOE). Furthermore, it rejects the argument that the principle of the relativity of contracts precludes claims against successive purchasers or the homeowners’ association. Key point: the developer’s contractual liability for construction defects is compatible with other liability regimes, may be asserted without being limited to “aliud pro alio” scenarios, and is not precluded by the fact that the claimants are not the original purchasers.
9. The court clarifies that the interpellatio in iure is not equivalent to a MASC and is not sufficient to admit a claim regarding an inheritance
Attached (HERE) is a link to the Order of the Provincial Court of Logroño (1st Section) No. 78/2026, dated March 2 (ROJ AAP LO 110/2026), issued in an appeal against an order dismissing a complaint. The ruling concerns a claim for the judicial division of an estate and compliance with the procedural requirement that appropriate dispute resolution mechanisms (MASC) be exhausted beforehand.
The proceedings began with a petition for judicial division of an estate, which was dismissed at the trial court level because the parties failed to demonstrate a prior attempt at negotiation—a requirement established following the entry into force of Organic Law 1/2025. The plaintiff appealed, arguing that negotiation had taken place (a notarial noticeof “de interpellatio in iure” that included a warning of legal action pursuant to Article 1005 of the Civil Code and subsequent contacts between attorneys), but the court of first instance found that such an attempt had not been sufficiently substantiated. The Provincial Court upheld this ruling, emphasizing that the prior notarial demand (for acceptance or renunciation of the inheritance) does not constitute an attempt at dispute resolution and that there is no documentary evidence of the defendant’s existence or actual participation in negotiations. The Provincial Court dismisses the appeal and upholds the dismissal of the complaint, finding that the procedural requirement to demonstrate a prior attempt at alternative dispute resolution (MASC) in accordance with Organic Law 1/2025 has not been met. The court requires a minimum level of documentary evidence demonstrating that negotiations took place (or that there was an actual attempt to negotiate) and that the other party received such communication; a mere allegation of conversations or actions not aimed at resolving the dispute is insufficient.
Points to keep in mind when advising clients on estate planning and notarial MASC matters.
10. Virtual Tax Flash 026: Major Shareholders and the Purchase of Company Shares
Attached (HERE) is a link to the Notarial Association of Catalonia’s “Flash Fiscal Virtual,” in which Mr. Juan Galdón, a notary in Esplugues de Llobregat, analyzes Binding Ruling 568/2025 issued by the Directorate General of Taxes regarding the acquisition of corporate shares by a major shareholder.
The DGT notes that the transfer of corporate shares is generally exempt from ITP. However, when the transaction is used to avoid taxation on a real estate transfer and is subject to tax under Article 338 of the Securities Market Law, the increased rate of 20% applicable in Catalonia to large shareholders may be applied.
The ruling confirms that, provided the legal requirements are met, the acquisition of company shares may also be subject to a 20% capital gains tax.
