Practical Legal Notes - May 2026
1. Cancellation of the condition subsequent and the sale. A "2-for-1" arrangement is not permissible in the same deed if it has been signed in separate documents.
Attached (HERE) is a link to the Resolution of January 16, 2026, issued by the Directorate General for Legal Security and Public Trust, regarding an appeal filed against the refusal of the Oviedo Property Registrar No. 3 to cancel a resolutory condition included in a deed of sale. The case stems from a public deed of sale submitted for registration, which includes an electronic certified copy of a prior deed canceling a resolutory condition. In clause five of the new deed of sale, the parties request that the aforementioned prior resolutory condition be canceled, and to achieve this, the notary incorporates an electronic certified copy of a prior deed, executed on January 31, 2025, whereby the parties involved consent to the cancellation of the resolutory condition.
When submitted for registration, the registrar denies the request and suspends the cancellation, primarily because she considers that the deed of cancellation was not filed separately; since this is a document independent of the deed of sale, it must be filed separately and generate its own entry in the registry. Likewise, the registrar indicates that it will be necessary to specify the specific reason for the cancellation, as this has not been detailed (fulfillment of obligations, waiver, or other legal cause).
The Directorate General dismisses the appeal and upholds the registrar’s classification, finding that the deed of cancellation of the resolutory condition constitutes a formal title that is autonomous and independent from the deed of sale; thus, although both are economically related and pertain to the same properties, the cancellation stems from a separate legal transaction and cannot be classified as a supplementary document to the sale. Therefore, it must be filed separately with the Registry, with its own application and independent entry, in accordance with Article 245 of the Mortgage Law and Article 421 of the Mortgage Regulations.
2. Practical notarial training. Electronic execution of notarial documents
Attached (HERE) is a link to an interesting online training session, hosted by the Notariado Foundation, in which the Notary of Ayora (Valencia), Mr. Pablo Alonso Rocamora, leads a practical training session reviewing all the changes introduced into the Spanish legal system by Law 11/2023.
The session focuses primarily on electronic protocols, certified copies via CSV, as well as notarial certification and authorization via videoconference. A link to the presentation used during the session is also attached (HERE) for further reference.
For careful review and study, as it contains practical information on how to approach and implement these types of grants, which are so important for the present and future of the notarial profession.
3. Changing from a NIE to a NIF and recording the change in the Property Registry: Points to Consider
Attached (HERE) is a link to Resolution of December 30, 2025, issued by the General Directorate of Legal Security and Public Trust, regarding an appeal against the negative ruling by the San Fernando Property Registrar No. 1 concerning a request to change the NIE to a NIF in the Property Registry after acquiring Spanish nationality. The case stems from a situation in which a private application was filed with the Property Registry requesting the change of the registered owner’s foreigner identification number (NIE) to their new tax identification number (NIF), having acquired Spanish nationality through residence. The application was accompanied by the decision granting nationality and a certificate of conformity issued by the General Directorate of Police.
Once the document was submitted, the Registrar suspended the registration because he considered that the acquisition of Spanish nationality had not been sufficiently proven, as the corresponding entry in the Civil Registry had not been provided. He understood that a change in nationality affects marital status and the applicable personal law, with potential consequences for the legal capacity and capacity to dispose of property of the registered holder. Therefore, he required formal proof of the registration of nationality, in addition to the police clearance certificate.
After the relevant appeal was filed, the Directorate General upheld it, deeming the certificate of correspondence issued by the National Police sufficient proof that the old NIE and the new DNI/NIF belong to the same person. This is an interesting and increasingly common scenario that should be taken into account when advising our foreign clients.
4. General Meeting and Request for the Presence of a Notary. If the rights of the minority shareholder are not respected, the corporate resolutions will be null and void.
Attached (HERE) is a link to the ruling handed down by the Provincial Court of Huesca on March 25, 2026, which addresses the importance of respecting the rights of minority shareholders when the presence of a notary is requested at a general meeting. The factual scenario stems from a case in which a shareholder of an SL challenged the resolutions adopted at the company’s general meeting, alleging that she had requested, within the prescribed time limit, the presence of a notary to draw up the minutes of the meeting, in accordance with Article 203 of the Capital Companies Act (LSC), but the company held the meeting without such notarial intervention. The defendant argued on appeal that it had no actual knowledge of the notarial request sent by certified fax. However, it was established that the certified fax was sent correctly, that SMS notifications were sent, and that the company failed to act with due diligence by not retrieving it before the meeting was held.
The Provincial Court, ruling in favor of the minority shareholder, that is, declaring the corporate resolutions adopted at the meeting null and void, based its decision primarily on Article 203 of the Limited Liability Companies Act (LSC), which provides that when shareholders representing at least 5% of the capital in a limited liability company request the presence of a notary five days in advance, corporate resolutions shall only be effective if recorded in a notarial deed.
This is an interesting case that serves as a reminder of this option, which is highly recommended for companies in conflict, as the presence of a notary at the general meeting will ensure that all facts, resolutions, and comments discussed there are accurately and unambiguously recorded, thereby serving as reliable evidence and protecting the rights of minority shareholders.
5. Fiduciary substitution and the obligation to preserve. In real estate transactions, it is essential to thoroughly review any existing encumbrances and rights, or we may be in for some unpleasant surprises.
Attached (HERE) is a link to the Resolution of January 13, 2026, issued by the General Directorate of Legal Security and Public Trust, regarding the appeal filed against the refusal of the Elche Property Registrar No. 3 to register a deed of sale for a property subject to a trust substitution. The case stems from a public deed of sale, whereby a person sells a property that they had previously acquired through an inheritance. Specifically, the property had been bequeathed by the seller’s mother in a 1992 will, in which the property was assigned to the son as a fiduciary legatee, and it was established that, upon her death, the property would pass to certain nephews and grandchildren of the testator as trustees. In addition, the will contained a clause stating that the property “may not be sold, encumbered, or transferred for valuable consideration until thirty years have elapsed from the date of the will.” However, the seller understood that, once those thirty years had passed, the restriction would cease to apply and he could freely dispose of the property.
Once the document was submitted for registration, the registrar suspended the registration because she considered that an ordinary fiduciary substitution with a retention obligation was involved, without any power of disposition expressly granted to the fiduciary. Therefore, she concluded that the seller lacked the authority to transfer the property. Thus, in the registrar’s view, the will clearly reveals the existence of a double successive call, such that the obligation to preserve forms part of the natural content of the fiduciary substitution, leading to the conclusion that the fact of establishing a prohibition on disposition for thirty years does not automatically imply that, upon the expiration of that period, the trustee is authorized to sell freely.
After the corresponding appeal was filed, the Directorate General dismissed it and upheld the assessment, finding that the will does not expressly or unequivocally indicate that the testator intended to grant the trustee a general power of disposition after thirty years had elapsed. According to the Directorate General, the testamentary clause only establishes that the property cannot be sold for thirty years, but does not allow for the inference that, after that period, the obligation to preserve the property inherent in an ordinary trust substitution ceases to exist. To permit free disposition, an express authorization or one clearly inferable from the will would have been necessary. Therefore, it concludes that the trustee could not validly transfer the property and upholds the registry’s refusal to register the sale.
6. The Supreme Court has declared the Single Registry of Short-Term Leases null and void
Attached (HERE) is a link to a press release from the CGPJ detailing the content of Supreme Court Ruling No. 620/2026, which resolved the challenge to Royal Decree 1312/2024, which established the so-called Single Registry of Short-Term Leases for housing offered through digital platforms. The Valencian Regional Government challenged this regulation, arguing that the State had exceeded its authority by imposing a national registration system that interfered with existing regional registries for tourist housing.
The crux of the ruling centers on determining whether the State had sufficient legal authority to establish this mandatory national registry. The Supreme Court concludes that there is no constitutional basis for such comprehensive regulation. It rejects, first, the argument that it can be justified under the state’s authority over civil legislation and the organization of public registries under Article 149.1.8 of the Spanish Constitution, since the purpose of the registry created is not to register contracts or real rights with third-party effects, but solely to enable the marketing of real estate on digital platforms. Likewise, it rules out that it can be justified under the powers regarding fundamental equality or economic planning, because the system designed goes beyond mere coordination and entails the creation of a state registry that supersedes the regional ones.
Consequently, the Supreme Court has declared the provisions regarding the Single Lease Registry null and void, on the grounds that they encroach upon regional powers. However, it has upheld the provisions regarding the digital one-stop shop and the data reporting obligations of platforms, finding that these do indeed serve legitimate functions of economic and statistical coordination at the national level. The ruling thus reaffirms the limits of the State’s jurisdiction and protects the regulatory authority of the autonomous communities regarding tourist rentals.
7. International Inheritance and the Role of the Spanish Notary. The Importance of Legal Assessment of Applicable Foreign Law and the Validity of Foreign Documents
Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust dated December 29, 2025, issued in an appeal against the negative ruling by the Cullera Property Registrar regarding the registration of an international inheritance subject to Regulation (EU) No. 650/2012 on succession. The case stems from a situation in which a deed of declaration and distribution of an international inheritance, authorized by a Spanish notary, was filed with the Cullera Property Registry regarding a decedent of Belgian nationality who died in Belgium. The deed was based on a Belgian notarial document called “Attest van Erfopvolging” (certificate or declaration of inheritance), translated and apostilled, which identified the decedent and his heirs; referred to a holographic will; and described a marital agreement under which the joint estate was to go to the surviving spouse. The decedent’s children had renounced their inheritance rights through deeds executed before Spanish consulates in Sydney and Brussels. The registration sought to transfer a property located in Cullera to the widow.
Once the document was submitted for registration, the Registrar suspended the process due to several defects related to insufficient evidence regarding foreign law and the applicable succession regime. Primarily, these defects included the lack of a clear determination of the law applicable to the succession (the Registrar found that it was not adequately established which legislation governed the succession under Regulation (EU) No. 650/2012, nor whether there was a possible “professio iuris” or choice of law by the decedent), insufficient evidence of foreign law (she noted that the content and validity of Belgian law were not sufficiently substantiated), and doubts regarding the validity of the Belgian certificate of succession as well as the matrimonial property regime and statutory shares.
Following the filing of the corresponding appeal, the Directorate General essentially upholds the Registrar’s decision. The central argument of the ruling is that, in international successions subject to Regulation (EU) No. 650/2012, the Spanish notary must make a genuine legal assessment of the applicable foreign law and of the substantive and formal validity of foreign probate documents. Thus, in this case, the Directorate General considers the deed insufficient because it does not contain a complete certification of Belgian law, nor a clear notarial judgment regarding the applicable law, the validity of the Belgian certificate of succession, the liquidation of the matrimonial property regime, and the succession effects of the children’s renunciation.
In this case, the Directorate General thus reminds us of the complexity of this type of succession, as well as the obligation of Spanish notaries to properly verify the content and validity of foreign law, either based on their own knowledge or through the mechanisms provided for in Article 36 of the Mortgage Regulations.
8. Transfers of real property by companies in bankruptcy and interpretation of the liquidation plan. Limits on the Registrar’s authority
Attached (HERE) is a link to the resolution of the Directorate General for Legal Security and Public Trust dated December 30, 2025, regarding an appeal against the negative ruling by the Vera Property Registrar on the registration of a deed of payment in kind executed during the bankruptcy liquidation phase. The case stems from a situation in which a company filed a public deed with the Property Registry whereby the insolvency administrators made a transfer in lieu of payment of certain properties within the framework of insolvency proceedings before the Commercial Court No. 1 of Almería. The insolvency proceedings had a liquidation plan that was judicially approved in 2015.
After the document was submitted for registration, the Registrar rejected it and suspended the registration, on the grounds that the transfer in lieu of payment did not comply with the approved liquidation plan and that, therefore, specific judicial authorization was required, since the plan allowed for a direct sale only within a maximum period of one year from its approval, whereas the transfer in lieu of payment was granted in 2025.
After the corresponding appeal was filed, the Directorate General upheld it and revoked the negative ruling. The central argument of the decision is that the registrar may verify the existence of judicial authorization to carry out acts of bankruptcy liquidation, but may not extend its ruling to complex legal interpretations regarding the substantive or temporal compliance with the liquidation plan when this involves assessments that fall within the purview of the bankruptcy judge. In particular, it considers it excessive for the registrar to interpret the scope of the plan’s time limit and conclude on his own that the transaction required additional judicial authorization. This is an interesting ruling for properly addressing the transfer of assets of companies in bankruptcy proceedings.
9. Tax Webinar: Tax Aspects of the "Major Shareholder" Status
Attached (HERE) is a link to the online training session conducted by the Notarial Association of Catalonia, in which the Notary of Esplugues de Llobregat, Mr. Jose Vicente Galdon Garrido, delivers a very interesting session on the tax aspects of the “large holder” concept. This training is designed to delve into technical issues of particular practical tax relevance for notaries, with particular attention to the most recent administrative and jurisprudential criteria.
For review and study by all staff members, so that they may provide the best possible legal and tax advice on all real estate transactions handled by the firm.
10. Important developments in the real estate sector in Catalonia that may occur in the very near future
Attached (HERE) is a link to a news article stating that, as part of the agreement for the approval of Catalonia’s regional budget, a reform of Catalan urban planning legislation will soon be proposed to prohibit the “speculative purchase” of real estate in high-demand areas of the region.
Thus, if this measure is implemented, it is projected that individuals and legal entities will see their ability to purchase real estate for investment purposes severely limited.
We will be closely monitoring this measure and its final incorporation into the text of the law, as it could have a significant impact on the Catalan real estate market and the types of real estate transactions processed at notary offices. According to various media reports, the measure could be approved within a few weeks.
