Practical Legal Notes - November 2025
1.- Webinots: The notary's office and the tokenization of assets...also real estate assets
Attached (HERE) link to the webinots 79 of the Notarial Association of Catalonia, in which the Notary of Malgrat de Mar Mr. Pedro Rincón de Gregorio, analyzes in depth the new phenomenon of the tokenization of assets, including real estate, emphasizing how this new reality can affect the notarial field and what practical implications it has for professionals in the sector.
In short, real estate tokenization is the process of fractionalizing ownership of a real estate asset into digital tokens that are recorded on a blockchain, allowing investors to buy and sell fractionalized portions of the property in a more accessible way, increasing market liquidity and facilitating real estate investment by enabling participation with smaller capital.
The conference fundamentally addresses the future challenges presented by this new technology and how it fits into our legal system and the institution of Notaries. It is a very interesting viewing to keep abreast of new technological trends that will surely arrive sooner or later with great intensity to our country.
2.- Is it possible to immatriculate a property with a double title granted on the same day?
Attached (HERE) link to the Resolution of the General Directorate of Legal Security and Public Faith of July 29, 2025 (BOE of October 27, 2025), which resolves a case related to the immatriculation of a property by means of a deed of extinction of condominium preceded by a deed of acceptance and adjudication of inheritance.
In the case in question, 3 persons granted a deed of acceptance of inheritance (of some deceased persons who had died more than a year before) and, on the same day, with the following protocol of the same Notary, a deed of extinction of condominium was granted consecutively, awarding a specific property to one of them. By means of these two documents, the now owner intends to immatriculate the property in the Land Registry under the protection of the provisions of article 205 of the Mortgage Law (double title requirement). When the document is presented for registration, it is negatively qualified, since the Land Registrar considers that, although formally the double title requirement (required by article 205 of the Mortgage Law) has been fulfilled, the simultaneity of both titles indicates that they would have been prepared "ad hoc" to obtain immatriculating titles.
After the corresponding appeal, the Directorate General revoked the qualification note, considering that in this case (since more than one year has elapsed since the death of the deceased giving rise to the inheritance until the granting of the subsequent transfer title, i.e., the dissolution of the condominium), it cannot be deduced from the documents submitted for qualification that this has been done in fraud of the Law, since the fact that the prior title was granted on the same day as the title to the property was granted, the dissolution of the condominium), it cannot be deduced from the documents presented for qualification that it has been carried out in fraud of the Law, since the fact that the previous title was granted on the same day as the title of registration is not sufficient to destroy the presumption of veracity that derives from the same according to article 17 bis of the Law of Notaries.
3.- Lease of real estate. The clause that allows the lessee to extend indefinitely the lease contract is valid.
Attached (HERE) a recent and very interesting Supreme Court decision, specifically, STS 4240/2025, of October 7, in which the high court analyzes, in the context of an eviction process due to expiration of the term, the validity of a contractual clause of indefinite extension for successive years, mandatory for the lessor and optional for the lessee, in a housing lease contract entered into after the entry into force of the LAU of 1994.
The Supreme Court, in an extensive decision, recognizes the applicability of the principle of party autonomy (art. 1255 Cc), by virtue of which it is possible to agree on extension periods longer than those established by law, provided that the tenant's rights are respected (i.e. that the clause is beneficial and not detrimental) and, in any event, with a duration limit set for the tenant's own life.
Likewise, the High Court ruled that the agreement binds the new purchaser of the property, even if it was entered into between the previous owner and the tenant in question. Important for investors considering the purchase of rented properties, for the purpose of calibrating the legal consequences of the clauses in the lease agreements of such properties.
4.- Webinots: Taxation of gifts mortis causa and inheritance agreements of particular attribution
Attached (AQUÍ) link to a video training session, offered by the Notary Public of Esplugues de Llobregat Mr. José Vicente Galdón, where he analyzes in depth the taxation of donations mortis causa and the inheritance agreements of particular attribution.
Very interesting session to be introduced in a complex matter, with disparity of administrative and jurisprudential criteria, especially in the Catalan civil area, which has its own institutions in this field.
It should also be noted that this is a highly topical subject, taking into account the growing importance of inheritance matters in the context of an aging society. For its viewing and study in detail, in order to provide quality advice to clients of the notary's office who intend to formalize operations of this nature.
5.- The large holder natural person is not required to communicate the sale to the Agencia de l'Habitatge de Cataluña for the purposes of the exercise of the right of first refusal of the administration.
Attached (HERE) link to Resolution JUS/3997/2025, of October 16, of the Direcció General de Dret, Entitats Jurídiques i Mediació (published in DOGC of November 6), which resolves a case related to the sale of a property, in which the selling party is a large holder natural person, and the transfer is formalized without notifying the Agencia de l'Habitatge de Cataluña, so that the latter can choose to exercise the administration's right of first refusal established in article 6 of the Catalan Decree Law 2/2025, of February 25.
Once the document was presented for registration, the Land Registrar negatively qualified the document, alleging that, for its valid registration, it is necessary to accredit the relevant communication to the Catalan administrative body competent in housing matters, since according to the interpretation of the Registrar, these operations (sale of large holder natural person) are subject to the right of first refusal of the Catalan administration.
Upon appeal, the Catalan Directorate General revoked the qualification note, stating that, in the specific case, the question that arises is to determine whether the right of first refusal in favor of the administration of the Generalitat is applicable to transfers of dwellings made by individuals who are large holders, and the answer to the question must be negative, since the regulations currently in force determine that the right of first refusal in favor of the Generalitat in transfers made by large holders requires that the transferor be a legal entity.
6.- Beware of company administrators. Doing things wrong when the company has losses can cost you all your patrimony.
Attached (HERE) very recent Judgment of the Supreme Court, specifically, the STS 4685/2025, of October 29, in which the high court resolves a case related to the personal liability of the administrators for corporate debts.
In the specific case, it is an SL, with a share capital of € 3,006 which, for years, has been in a serious economic situation (sustained losses over time and, as a result, a net worth much lower than half of its share capital, even in some final year negative by more than € 100,000), which leads to cause for dissolution in accordance with Article 363.1. e) of the Capital Companies Act, which, however, is not promoted by the administrators of the company.At the same time, the company contracts with a third company for the installation of photovoltaic panels in the industrial building of its property, failing to comply with the payment obligations assumed in said agreement, which finally leads to the existence of a debt (judicially recognized) with the electrical installation company of more than 700,000 €. This company, faced with the impossibility of collecting the debt with the debtor company's resources, filed a joint and several liability action against the company's administrators, so that they would be liable with their assets for the corporate debts generated.
The courts of justice confirm in this case that, in the event of non-compliance by the directors with their duty to promote the timely dissolution of the company (calling a general meeting within two months to adopt the dissolution resolution or the removal of the dissolution cause ex. Article 365 LSC), they are liable for the corporate obligations subsequent to the occurrence of the legal cause for dissolution, as determined by Article 367 LSC, i.e., they will be obliged to pay out of their own pocket debts that are not theirs (they are the company's), due to the fault of "not having done things right" and having promoted the dissolution of the company in view of its serious economic situation.
To bear in mind in the advice we provide to clients when incorporating companies or assuming positions in the management bodies of commercial companies, since the consequences of doing things wrong can be very serious for the people who assume these responsibilities.
7.- Widow's and widower's pension and domestic partner's pension. The Supreme Court requires that things must be done right in order to be able to collect
Attached (HERE) a recent Supreme Court decision, specifically, STS 944/2025, of October 16, which establishes a relevant jurisprudence on widow's and widower's pensions and domestic partnerships.
The case concerns a woman who had lived with her partner for many years and had two children in common, but had not formalized their stable partnership as provided by law. After the death, the surviving partner applied for a widow's pension, which was denied due to the lack of formalization of the domestic partnership, an interpretation that was confirmed by the Supreme Court.Thus, in the aforementioned Ruling, the High Court once again reiterates its doctrine, reminding us that, in the case of common-law couples, in order to receive the widow's pension in the event of the death of one of the partners, it is not enough to prove prolonged cohabitation or the existence of children in common, but it is necessary for the couple to be formally constituted, by registration in the corresponding Registry of Common-law Couples or by public deed, at least two years prior to the death.
It is very important for unmarried couples to take into account this reality, to do things right, go to a Notary, formalize their relationship and thus be duly covered legally against future contingencies that may occur.
8.- Declaration of extension of new construction due to the age of an attic inside a floor. Requirements for its inscription
Attached (HERE) link to the Resolution of the General Directorate of Legal Security and Public Faith of July 31, 2025 (BOE of October 30, 2025), which resolves a case related to a deed of extension of new construction due to age regarding an attic inserted in an apartment subject to horizontal property.
This is a very common situation in old buildings in large cities, where there are apartments that enjoy a private attic but it is not declared and registered in the Land Registry. When the sale is proposed, normally the buyer's mortgage appraisal shows this situation as a conditioning factor, which forces the seller to try to regularize the situation to be able to formalize the sale at the market price and that the buyer's bank will finance the whole operation once the conditioning factor has been solved.
For this purpose, it is necessary to declare the new construction due to the age of the attic, two requirements being necessary, according to the General Directorate in this case, that is, to have the agreement of the community of owners that allows it (which does not have to be unanimous, a majority of 3/5 of the LPH or the majority provided by the corresponding autonomous regulation will suffice) and, secondly, to have a certificate from the competent technician accrediting the age of the construction, without it being necessary to accredit that the use is not contrary to urban planning.
9.- Purchase and sale of real estate with payment in cryptocurrencies. For tax purposes, it will be considered as an exchange
Attached (HERE) link to the Consulta Vinculante V0935-25 of the Dirección General Tributaria, in which the taxpayer states that he plans to sell a property in exchange for cryptocurrencies. Specifically, the consideration would be paid in bitcoins. The sale would be carried out regardless of the economic activity that could be developed, if any, by the taxpayer.
To resolve the question, the DGT assumes that, in accordance with Regulation (EU) 2023/1114, cryptoassets (article 3.1.5) can be defined as "a digital representation of a value of a right that can be transferred and stored electronically, by means of distributed registration technology or similar technology".This being the case, from the point of view of Personal Income Tax, the Directive Center has been considering in various binding consultations (V0999-18, V1149-18 and V1948-21, among others) virtual currencies or cryptocurrencies as intangible assets, so that, this being so, the sale of a property in exchange for an amount of cryptocurrencies constitutes an exchange, in accordance with article 1,538 of the Civil Code.
Therefore, in accordance with art. 23 of the IPT Regulations, in exchanges of goods or rights, each exchanger will be taxed on the proven value of those acquired, so that, in the case under consultation, and being considered virtual currencies or cryptocurrencies as intangible goods, the transaction constitutes an exchange in the terms established in article 1538 of the Civil Code. Therefore, in the field of indirect taxation, and with regard to the ITP and AJD, in accordance with the provisions of Article 23 of the RITPAJD, the DGT considers that each of the exchangers must pay tax on the proven value of what they acquire, unless the declared value is higher, the applicable tax rate being that which corresponds to the nature of the goods acquired.
10.- Virtual Tax Flash 016: Taxation of the award of assets in payment of the legitimate
Attached (HERE) link to Fiscal Flash of the Notarial Association of Catalonia, in which, the Notary Mr. Manuel Sarobe Oyarzun, analyzes the taxation of the award of real estate in payment of the legitimate.
Based on the above, when the assets pass directly from the deceased to the beneficiary, the transaction is subject to Inheritance Tax. On the other hand, if the heir has already been awarded the assets and delivers them later, the General Directorate of Taxes (consultations 150/20 and 123/21) considers that it is an award in payment of debt, subject to Transfer Tax (Impuesto sobre Transmisiones Patrimoniales, ITP).
In addition, the consultation V462/19 reminds that the legitimate heirs have 10 years to claim their legitimate share, counting from the death of the deceased, and that the heir can rectify his or her inheritance tax self-assessment if he or she has already been taxed on these assets.
