Practical Legal Notes - March 2026
1. Change in the majorities required to approve energy-efficiency improvements in multi-unit buildings
Attached (HERE) is a link to Royal Decree-Law 7/2026, of March 20, approving the Comprehensive Plan for Responding to the Crisis in the Middle East, pursuant to which an amendment to the Horizontal Property Act is enacted, specifically regarding the majority requirements necessary to agree on the installation of common infrastructure for access to telecommunications services or the adaptation of existing ones, as well as the installation of common or private systems for the use of renewable energy, including aerothermal and geothermal energy, or the infrastructure necessary to access new collective energy supplies.
Specifically, Article 17.3 of the LPH is amended so that, from now on, “the installation of common infrastructure for access to telecommunications services as regulated by Royal Decree-Law 1/1998 of February 27 on common infrastructure in buildings for access to telecommunications services, or the adaptation of existing infrastructure, as well as the installation of common or private systems for the use of renewable energy, including aerothermal and geothermal energy, or of the infrastructure necessary to access new collective energy supplies, may be agreed upon, at the request of any owner, by one-third of the members of the community who, in turn, represent one-third of the participation fees.”
As we can see, a significant change is being introduced to the majority requirements for approving this type of construction work or renovation; from now on, the proposal will be approved if just one-third of the residents vote in favor of it. This is something that all professionals in the sector and property owners subject to condominium regulations should take into account.
2. Incorporation of a company and defects in the corporate purpose. To obtain registration, an express and specific request for partial registration addressing this issue will be required.
Attached (HERE) is a link to the Resolution of October 23, 2025, issued by the Directorate General for Legal Security and Public Trust (Official State Gazette of February 23, 2026), regarding the appeal filed against the assessment notice issued by the Madrid Commercial Registrar to register a deed of incorporation.
The case stems from a deed of incorporation for a limited liability company (SL), in which, among the various activities that constitute its corporate purpose, the following is included:“retail trade in medical supplies and wholesale trade in pharmaceutical products.” Likewise, the deed includes a request for generic partial registration under Article 63 of the Commercial Registry Regulations. Upon submission for registration, the deed was rejected, as the Registrar correctly determined that this economic activity is limited to pharmacies or hospital pharmacy services, in accordance with the relevant sectoral regulations.
The case is ultimately referred to the General Directorate, which rules that, in such cases (where one of the various corporate purposes selected is not registrable), it is up to the interested parties to decide “whether to proceed with registration without those activities or to correct the defect, without the automatic application of Article 63.2 of the Commercial Registry Regulations being applicable, even if provided for in the deed.” Consequently, in these cases, an individualized request for partial registration will be necessary that expressly and specifically refers to the corporate purpose, whether in the same document or in a subsequent correction of the deed.
3. Notarized powers of attorney from parents to children. Abuse of power and limits on the grant of authority
Attached (HERE) is a link to Supreme Court Ruling No. 609/2026, dated February 17, which analyzes a case in which a son, abusing a general power of attorney granted to him by his father long ago, abusively and fraudulently “drained” his father’s estate in favor of the children (including himself).
In the case at hand, the son used a general power of attorney—or “broadest possible” power of attorney—granted to him by his father (a 90-year-old widower) to, without his father’s knowledge or authorization, “bequeath to himself”—along with his siblings—his father’s entire real estate estate (which totaled approximately 2 million euros). This action was triggered when the children learned of their father’s intention to remarry another woman, given the potential impact this could have on their inheritance expectations. Once the father learned of these facts, he filed a lawsuit seeking the annulment of the donations, which was not granted at first instance, as the competent court considered that the son-agent had acted within the scope of the power of attorney and in the best interests of the father-principal, to protect his million-euro estate. However, on appeal, the Provincial Court of Appeal overturned the ruling, finding that in this case, the son’s actions were not intended to protect the father’s estate, but simply to safeguard his own inheritance expectations, thereby exceeding the scope of the power of attorney granted. The Supreme Court upheld this ruling, holding that the agent (the son) cannot rely on the formal limits of the power of attorney to act for his own benefit or that of third parties, without the principal’s consent and to the principal’s detriment, as acting in this manner constitutes an abuse of the power granted (Articles 1718 and 1719 of the Civil Code).
This is something to keep in mind in parent-child relationships where such general powers are granted, as misuse of these powers can ultimately lead to serious financial and legal problems for the parties involved.
4. Beware of developer mortgage loan subrogations and a lack of transparency
Attached (HERE) is a link to the highly relevant Supreme Court Ruling No. 423/2026, dated February 4, which analyzes the lack of transparency in the subrogation of a developer mortgage loan when the borrower is not properly informed of the interest rate terms of the loan being subrogated.
Specifically, the Supreme Court has ruled that in the case of subrogation of developer mortgages, if the bank did not provide the original deed or disclose the terms and conditions (particularly regarding IRPH), the interest clause is void due to a lack of transparency. This allows the mortgage to be interest-free and enables the recovery of interest already paid. Thus, the Supreme Court has ruled that it is not sufficient for the buyer to declare that they “know and accept” the developer’s loan; rather, the bank must also prove that it provided the pre-contractual documentation and the original deed. If this does not occur, and the interest rate clause is declared void due to lack of transparency, the mortgage becomes interest-free (i.e., at 0%) and the bank is required to refund all interest collected, plus statutory interest.
This should be taken into careful consideration by lenders when entering into such transactions, as well as by borrowers who, where applicable, have entered into a subrogation agreement under these terms.
5. Practical Notarial Training: Key Decisions of 2025
Attached (HERE) is a link to the online video training session conducted by the Notariado Foundation, which on this occasion analyzes the Essential Resolutions of 2025 issued by the General Directorate of Legal Security and Public Trust.
The session is led by Mr. José Castaño Casanova, a notary from Málaga, and Mr. José Castaño López, a notary from L’Hospitalet de Llobregat. The training session analyzes various rulings of great interest issued over the past year, such as, among others, those relating to changes in the use of real estate, the notary’s protective role in purchase options with possible concealment of a forfeit clause, the admissibility of sales with a price to be determined in the future, identification of the means of payment in a transfer in lieu of payment arising from a prior loan, the termination of co-ownership as a title for registration, or the legal nature of short-term rental licenses, among others. Attached (HERE) is a PowerPoint presentation of the session summarizing the most relevant aspects of these rulings.
For review, study, and practical application in similar transactions conducted at the notary’s office.
6. The DGT denies the possibility of applying the exemption for the transfer of a primary residence, without reinvestment, to a non-resident over the age of 65
Attached (HERE) is a link to Binding Ruling V2530-25, dated December 18, in which the Directorate General of Taxes resolves a query regarding whether or not the exemption for the transfer of a primary residence, without reinvestment, can be applied to a non-resident over the age of 65.
The case concerns an individual over the age of 65 who owns his primary residence in Spain, where he has lived continuously for more than seven years. Due to his advanced age, he is considering moving his primary residence to his country of origin (France) and selling the home he has occupied in Spain. Upon such sale, it is foreseeable that the individual will realize a gain (due to the difference between the sale price and the purchase price), and does not intend to reinvest the proceeds from this sale in the purchase of a new primary residence. He adds that, due to his change of residence, he will likely cease to be a tax resident in Spain. In this case, after analyzing the facts presented and the applicable regulations, the DGT rules that the exemption for the sale of a primary residence by individuals over 65 does not apply to non-residents. Specifically, the Administration concludes that, since the taxpayer is a non-resident at the time of the transfer, the capital gain is subject to Non-Resident Income Tax (IRNR) and that the exemption provided for in the Personal Income Tax (IRPF) for persons over 65 does not apply in this context. Likewise, the reinvestment exemption provided for in the TRLIRNR does not apply either, given that the taxpayer states that she will not use the proceeds to purchase a new primary residence.
This is something to keep in mind when providing tax advice to our clients regarding these types of transactions, which are likely to occur in practice.
7. Webinots 83. Tokenization of securities
Attached (HERE) is a link to the video training session provided by the Notarial Association of Catalonia, in which Ms. Cristina Requena Torrecillas, a notary from Barcelona, leads a training session on the tokenization of negotiable securities.
Specifically, the session focuses on analyzing the reform of the Securities Market Act and the Capital Companies Act, addressing the practical and corporate implications of the digitization of financial instruments. This is important to note, as the tokenization of assets (that is, the digital representation of assets such as shares of a corporation via a blockchain network) is already a reality in Spanish commercial law, and it should be noted that, for example, commercial companies whose shares are created directly as tokens on the blockchain are already being authorized and registered.
For your review and detailed study, as this is a practice that will undoubtedly become widespread in most notary offices across the country very soon.
8. Supplement to the notice of a General Meeting requested by a minority shareholder when the director’s term has expired. Points to consider
Attached (HERE) is a link to the Resolution of December 2, 2025, issued by the Directorate General for Legal Security and Public Trust (Official State Gazette of March 12, 2026), regarding the appeal filed against the assessment notice issued by the Commercial Registrar of Valencia, rejecting the request for a preventive annotation regarding the supplementary notice of a General Meeting of a public limited company (SA).
The case involves a minority shareholder (holding more than 5% of the capital of a corporation) who learns through the Official Gazette of the Mercantile Registry (BORME) of the call for a general shareholders’ meeting of said corporation, issued through the Mercantile Registrar, because the director’s term has expired (pursuant to Article 171 of the Capital Companies Act). In light of this, the minority shareholder seeks to include an addendum to the notice of meeting to discuss, in addition to the appointment of a new director, the dissolution of the company and the appointment of a liquidator. To formalize this addendum to the notice, the minority shareholder requests a notarial deed, pursuant to which the company itself and the Chairperson of the Meeting designated by the Commercial Registrar for this purpose are summoned. Furthermore, the minority shareholder subsequently files a request with the Commercial Registry, pursuant to Article 104 of the Commercial Registry Regulations, to have a preliminary annotation made regarding the publication of an addendum to the notice of a General Meeting. Upon submission of this request, the Registrar denies the preventive annotation, essentially arguing that the request was improperly made by the minority shareholder (since it was addressed to the company and to the Chairperson of the General Meeting appointed by the Commercial Registrar, even though she is neither the convener of the meeting nor has the authority to supplement the notice of meeting).
After the corresponding appeal was filed, the General Directorate upheld the decision, ruling that in such cases—where the meeting is called by the Commercial Registrar due to a vacancy in the position of director—if a minority shareholder wishes to file a supplementary notice of meeting, they must contact the Commercial Registrar who issued the original notice, so that the Registrar may make the appropriate decision in accordance with the law.
9. An undistributed estate does not prevent the division of the jointly owned property when the request is made by a co-owner in their own right
Attached (HERE) is a link to Supreme Court Ruling No. 288/2026, dated February 26, which analyzes a case involving the division and forced sale of a property owned by multiple individuals.
In the case at hand, one person is a co-owner of a certain percentage of a property by virtue of a gift, while the remaining portion of the property belongs to another person who has died, and whose heirs have not yet accepted the inheritance. This co-owner, no longer wishing to remain in this joint ownership arrangement, files a lawsuit for partition of the jointly owned property against the undistributed estate, requesting the forced sale of the property under Article 400 of the Civil Code, which establishes that no co-owner is obligated to remain in a community of property, empowering any owner to request the partition of the jointly owned property at any time. The case eventually reaches the Supreme Court, which rules that, although the other co-owner is an undistributed estate (i.e., pending acceptance by the heirs), this is no impediment to requesting the division of the common property (“the undistributed estate is recognized as having legal capacity to sue and be sued (Art. 6.1.4 LEC) and shall appear in court through those who, in accordance with the law, administer it, pursuant to Art. 7.5 LEC”).
This is an interesting case that serves as a reminder to anyone who, as a co-owner of a property (for example, as a result of an inheritance shared among several siblings), does not wish to remain in that joint ownership arrangement: the law grants them the right to terminate this arrangement, and they may even force the sale of the property.
10. Presentation of a certified copy of the power of attorney. It’s important to do things right.
Attached (HERE) is a link to the Resolution of October 22, 2025, issued by the Directorate General for Legal Security and Public Trust (Official State Gazette of February 23, 2026), regarding the appeal filed against the refusal of the El Campello Property Registrar to register a deed of sale.
The case under review addresses the classic situation that arises at a notary’s office, where the selling party (a corporation) is typically represented by another business entity (an administrative agency authorized through a sub-power of attorney), which, in turn, is represented by one of its authorized employees. In such cases, the General Directorate determines that it is mandatory to present to the notary both the deed of sub-power of attorney from the selling company to the agency and the deed of power of attorney from the agency to its representative employee, as only by virtue of these documents may the authorized representative validly act on behalf of and in the name of the seller. Likewise, the General Directorate notes that, thanks to the implementation of the electronic certified copy, the presentation of these powers of attorney and the verification of their validity has been greatly facilitated in notarial practice.
This should be taken into account in the day-to-day processing of all types of real estate transactions, as well as in ensuring that they are accurately reflected in the relevant property deeds.
