Practical Legal Notes - October 2025

1.- New real estate statistical portal of the Notary Public's Office

Attached (HERE) link to the new real estate statistics portal created by the General Council of Spanish Notaries, in which you can find a lot of interesting information about the evolution of the real estate market of a specific city or even of a specific zip code (which allows us to narrow down the search much more and find more interesting information for each specific case).to access the Portal is simply necessary to register with an Email and a password, after which, we will have access to make the queries we want.

Attached HERE an example of the extended information that can be obtained (corresponding specifically to the Municipality of Matadepera, located in the province of Barcelona), where we can find details of the evolution of prices per square meter in the last year, number of transactions formalized, average total price, average total surface of the properties, type of properties transferred (new vs "second hand"), % of properties transferred that are houses or apartments, average ages of buyers, % of types of buyers (individuals vs legal entities), as well as information regarding the nationality of the buyers.

New tool that the Notary's Office makes available to society and that provides a lot of information of interest to real estate market operators when considering a real estate transaction in a specific place.

New reduced IPT for the purchase of a first home in rural municipalities in Catalonia.

Attached (HERE) link to the Catalan Law 8/2025, of July 30, of the Statute of the rural municipalities, by virtue of which, as of August 20, 2025, the purchase of a first home / habitual residence in rural municipalities of Catalonia will enjoy a reduced ITP.

Specifically, a rate of 4% in rural municipalities and 3% in rural municipalities of special attention. To know the list of municipalities included in each category, HERE The requirements to benefit from the measure are as follows:

• The taxpayer must be a member of a family unit with children up to 16 years of age attending school in an educational center in the rural municipality or in a center in another municipality to which the center in the rural municipality is attached. This schooling requirement will not be required for children up to 3 years of age.
• In the last personal income tax return (IRPF), the sum of the general and savings taxable income, corresponding to the members of the family unit, minus the personal and family minimums, must not exceed 36,000 euros.
• That the property is intended to be the purchaser's habitual residence.

3.- Structural modifications of the mercantile companies. Practical problems

Attached (HERE) link to a video training session offered by the Notary Public of Madrid Mr. Segismundo Álvarez Royo-Villanova, as part of the practical notarial training offered by the Fundación Notariado.

In this session, the aforementioned Notary Public gave a very interesting and illustrative training session on the legal regime applicable to this type of operations (transformations due to a change of corporate type, mergers, spin-offs, global transfers of assets and liabilities, cross-border operations, etc.). Specifically, the session focuses its analysis on the new applicable regulations in force from 2023, by Royal Decree-Law 5/2023, of June 28 (HERE you can consult it), highlighting the protection that the new regulation provides to the rights of partners, workers and creditors and the will of the legislator to facilitate and simplify this kind of complex commercial operations.

For a thorough viewing and familiarization with the legal regime of this kind of complex commercial transactions.

4.- From now on, banks must verify that when a transfer is made, the name of the beneficiary informed by the sender and the real holder of the destination account coincide.

Attached (HERE) link to the EU Regulation 2024/886, of March 13, by virtue of which, as of October 9, 2025, the financial and payment institutions that allow issuing transfers, are obliged to carry out a prior verification that the beneficiary of a transfer (informed by the originator) and the real account holder coincide.

Thus, from now on, when we make a transfer, before it is issued, the bank will inform us if there is any discrepancy between the beneficiary of the transfer we are making, and the real account holder, which will help to avoid many frauds and frauds with identity theft, thus helping to increase the level of protection of the bank customer against these criminal behaviors that are becoming more and more common in practice.

Even if the children have been disinherited due to a manifest and continuous lack of family relationship, the designated heir may also give them the legitimate share without this being considered a donation.

Attached (HERE) link to the Resolution JUS/3636/2025, of February 4, of the Direcció General de Dret, Entitats Jurídiques i Mediació de la Generalitat de Catalunya, published in the DOGC of October 14, in which the General Directorate resolves a case related to a deed of acceptance of inheritance and delivery of legitimate, with the following particulars:

This is an inheritance of a man who, in a valid will, disinherits his children due to the absence of a manifest and prolonged family relationship (under the protection of art. 451-17 CCCat) and appoints the Town Council of his town as heir of all his assets, after the death of the man, the Town Council accepts the inheritance, but with the particularity that the disinherited children of the deceased appear at the Town Council and express their rejection of the disinheritance, so that they announce their intention to take the case to court. Faced with this situation, the City Council, in order to avoid a litigious situation, despite the disinheritance of the deceased, opted to pay the legitimate share to the children with the delivery of two rural properties from the inheritance of the deceased.

Once the deed was presented to the Registry for registration, it was negatively qualified, the Registrar alleging that, since the children had been disinherited, the delivery of these two properties by the City Council constituted a donation, without the legal requirements for the validity of the donation being met.After the corresponding appeal, the Catalan General Directorate revoked the qualification note, arguing that, in short, it is up to the heir (in this case, the City Council) to assume whether the cause of disinheritance should have effect or not, either for reasons of proof, or whatever, so that, under the principle of civil liberty (art. 111-6 CCCat), nothing prevents the heir and the beneficiaries from reaching an agreement and leaving without effect the disinheritance clause.

6.- The curious case of the seats at the Liceo and the right of perpetual personal easement that weighs on them and that is registered in the Land Registry.

Attached (HERE) link to the Resolution JUS/3812/2025, of February 14, of the Direcció General de Dret, Entitats Jurídiques i Mediació de la Generalitat de Catalunya, published in the DOGC of October 24, in which the General Directorate resolves a very curious case regarding some rights of personal and perpetual easement that weigh on the seats of the Gran Teatro del Liceo de Barcelona, which are registered in the Land Registry, with the following particulars:

According to the resolution, in the Land Registry where the Gran Teatro del Liceo de Barcelona is registered (the owner being the Consorcio del Gran Teatre del Liceu), the property is encumbered by a number of personal and perpetual easement rights in favor of the members of the Theater, by virtue of which, each of its owners has the right to use certain pre-assigned seats, with the possibility of disposing of them and transferring them to third parties as they deem fit.

By means of a notarized deed, 3 of the partners sell their respective personal and perpetual easement rights to the Consortium of the Gran Teatre del Liceu (i.e. the owner of the land and the building) and, on this basis, the Consortium requests the cancellation of the real right of easement by confusion.

Once the deed was presented for registration, it was negatively qualified by the Registrar, alleging that the extinction by confusion / consolidation is not possible, since it does not concur in a single estate and the set of all the powers, rights or obligations arising from the personal easements in question.Interposed the corresponding appeal before the Catalan General Directorate, an interesting doctrinal and technical resolution was issued, where the regulation of Book V of the Civil Code of Catalonia is applied (specifically the figure of the rights of partial use of the arts. 563-1 and ss CCCat), in which it is finally concluded that (applying by analogy art. 566-3.3 CCCat) the request for extinction and cancellation of the 3 acquired partial use rights is appropriate, because the Consortium is the owner of the property and also the holder of these partial use rights on real estate.

7.- Once again, be very careful with the allegedly simulated purchase options that cover up in reality a guarantee against a loan, which may cause serious damage to the rights of the affected citizen.

Attached (HERE) link to the Resolution JUS/3811/2025, of February 10, of the General Directorate of Law, Legal Entities and Mediation of the Generalitat de Catalunya, published in the DOGC of October 24, in which the General Directorate resolves a case related to a purchase option deed authorized by the Notary of Barcelona Mr. Jaime Calvo Francia, drafted according to minutes reiterated on many occasions.

Specifically, the case deals with a purchase option granted on a property, with a very reduced purchase price, and with the option of unilateral exercise by the purchaser (moreover, with a drafting of the minutes that has already been the subject of a pronouncement in a similar case by the DGSJFP in its resolution of September 9, 2024).Once the deed was presented for registration, it was negatively qualified by the Property Registrar, alleging in essence that, in reality, we are not dealing with a purchase option, but rather with an encumbrance on a property as security for a loan, which does not comply with the requirements of protection of the debtor party imposed by the basic legal configuration of real property security rights, nor is compliance with the requirements of material transparency demanded by Law 5/2019, regulating real estate loan contracts, accredited.

After the corresponding appeal, the Catalan General Directorate fully confirms the qualification note.to be very attentive to this kind of fraudulent operations that can generate serious economic damage to citizens who fall into this kind of deception, as well as to all professionals involved in the operation, including the notary public who authorizes them, as has been seen recently in several cases that have jumped into the media spotlight and that are currently in criminal proceedings (see link HERE news article on cases very similar to the one analyzed here).

Virtual Fiscal Flash 015: Cryptocurrencies in real estate purchase and sale transactions.

Attached (HERE) link to Fiscal Flash number 15, of the Fiscal Commission of the Notarial Association of Catalonia, in which Mr. Juan Galdón López, Notary of Esplugues de Llobregat, comments on the Binding Consultation CV0935/2025 of May 27 (HERE can be consulted), of the Directorate General of Taxes, regarding the possibility of, within the framework of a real estate sale and purchase, paying the price of the same with cryptocurrencies (specifically, Bitcoin).

After analyzing the basic regulations governing the sale and purchase contract and the exchange contract, as well as the regulations on the prevention of money laundering (which considers digital currencies as intangible goods that constitute digital representations of value that have not been issued or admitted by a Central Bank), the conclusion is reached that if a real estate transaction is formalized where the ownership of a property is exchanged for cryptocurrencies, we are not really dealing with a sale and purchase but with an exchange, since the virtual currency is not considered legal tender with which the price of the sale and purchase can be paid, with the relevant effects that this will have in terms of taxation.

New functionality in signo to perform a search of the notarial operations of a real estate property.

It is reported that recently, a new functionality has been added to the SIGNO notarial platform, by virtue of which, in addition to a search by subject, a search by property can be performed.

Thus, by means of the cadastral reference, it is possible to obtain a detailed report of the notarial operations where the property appears, with results from 2007 to date, and at no cost (based on the test carried out, the sales and purchases that the property has undergone, constitution of real rights of mortgage, deeds of cancellation of mortgage, etc.) with details of date, amount of the operation, and notary authorizing the public document in question.

Very interesting resource that can provide information of interest in the context of the formalization of real estate transactions.

10.- Be very careful with the calls for meetings. A mistake can be very expensive

Attached (HERE) Resolution of July 28, 2025, of the General Directorate of Legal Security and Public Faith (BOE of October 17, 2025), regarding the refusal of the Mercantile Registrar to register the annual accounts of Sevilla Club de Futbol.

The particularity of the case lies in the fact that the notice of the general meeting that approves these accounts omits absolutely the reference to the right of the shareholder to obtain the documents to be submitted for the approval of the meeting in the terms required by art. 272.2 of the LSC (which establishes that as from the call of the general meeting, any shareholder may obtain from the company, immediately and free of charge, the documents to be submitted for the approval of the same, as well as, if applicable, the management report and the auditor's report). Therefore, the absence of this mention in the notice of meeting renders null and void the meeting that approves the annual accounts of the company, which prevents them from being filed with the Commercial Registry.

Faced with the Registrar's refusal, an appeal was filed before the General Directorate, which confirmed the qualification note, reminding us once again of the importance of making the notices of convocation of the general meeting in a scrupulously correct manner, since any small defect, in practice, may be irremediable and invalidate the legal effectiveness of all the resolutions adopted, with all the damages that this may entail for the company and the other parties involved.