Practical Legal Notes - September 2026
1. Important: New requirements for selling a home in Catalonia. Asbestos certificate
Attached ( HERE ) is a link to Law 8/2026, of July 2, on the eradication of asbestos in Catalonia ( effective October 3 ), which establishes a regional framework for the detection, control, and progressive elimination of asbestos-containing materials (ACMs) to mitigate their serious risks to public health. In the real estate market, the law requires sellers to provide a certificate of asbestos presence or absence in any transfer of ownership of a property for consideration (not just sales or rentals).
For further practical information, a note from the Notarial Association of Catalonia is attached ( HERE ), providing more details on this matter. Specifically, although the law does not explicitly establish the delivery of the certificate as a requirement for the validity of the transaction, nor does it formally prohibit the notary from authorizing the deed, its omission constitutes a breach attributable to the transferor, classified as a minor infraction (Art. 53.c), with penalties ranging from €100 to €3,000. Furthermore, the lack of the document deprives the acquirer of the information that the law seeks to guarantee and generates a high risk of registration closure ; therefore, the Board of Directors of the Notarial Association of Catalonia concludes that the most prudent solution is to always require its provision .
Pending the regulatory development that will define the issuing authority and create the Register of qualified companies and professionals (whose registration will be mandatory), the certificate is temporarily required to attest, at a minimum, to the absence of visible asbestos or, if present, to its condition and the level of risk it poses to people. Until these regulations are approved, the notarial interpretative note indicates that the document may be issued by a professional with appropriate technical qualifications, such as a registered architect, building engineer, or registered engineer .
2. Caution when drafting articles of association: If the articles of association stipulate that shareholder rights remain with the owner in the event of a pledge of shares, it is not possible to register by marginal note that said rights have been transferred to the pledgee
Attached ( HERE ) is a link to the Resolution of April 27, 2026, from the Directorate General for Legal Security and Public Faith (published in the Official State Gazette on August 8, 2026), which addresses the appeal filed against the refusal of a Mercantile Registrar to record a formal publicity entry in the company's registry entry. The case arises from a request made by a secured creditor to record, by means of a marginal note in the Mercantile Registry, the creation of a pledge on the shares of a public limited company and, in particular, the contractual agreement by which the creditor is granted the exercise of the shareholder rights inherent to said shares.
The Commercial Registrar denies the marginal note, basing his decision on two main reasons: firstly, the lack of a valid registrable title that meets the formal and legal requirements under Spanish law for its registration; and secondly, on a substantive level, because the claim to reflect that the rights of the partner pass to the pledgee creditor is in direct contradiction with the statutory rules of the company, which expressly provide that, in the case of pledge of shares, the exercise of the status of partner and its related rights correspond in all cases to the shareholder owner.
The Directorate General dismisses the appeal and upholds the decision of the Mercantile Registrar. In reaching this decision, the Directorate uses as its legal criterion the principle of subordination of the freedom of contract to the registered articles of association, since the Capital Companies Act establishes that the legal and statutory regime prevails over private agreements between the contracting parties vis-à-vis the company and third parties. Therefore, given that the articles of association stipulate that the exercise of shareholder rights remains within the sphere of the shareholder, it is not permissible to register a contrary agreement that modifies said statutory regime.
3.- The DGSJFP validates the dissolution of a company approved with the vote of the dormant estate to avoid its blockage
Attached ( HERE ) is a link to the Resolution of May 19, 2026, from the Directorate General for Legal Security and Public Faith (published in the Official State Gazette on August 11, 2026), which analyzes the appeal filed against the refusal of a Mercantile Registrar to register the corporate resolutions for the dissolution and appointment of a liquidator of a limited liability company. The case arises after the death of one of the partners, whose representation at the general meeting where these resolutions are adopted is exercised by the administrator of the estate, a situation that raises doubts about the validity of the quorum and the adoption of resolutions in the company in a state of insolvency.
The Commercial Registrar denies the registration of the dissolution, considering that there are defects in the accreditation of the legitimacy and representation of the representative of the dormant estate to vote in the general meeting, considering that the lack of formal acceptance of the inheritance or determination of the heirs invalidates the representation of the hereditary estate in the adoption of corporate agreements of such importance.
The Directorate General for Legal Security and Public Faith upheld the appeal and overturned the decision of the Mercantile Registrar. To justify its decision, the Directorate applied the legal principle of protecting the company's interests and the need to prevent the company's permanent paralysis. Legal doctrine recognizes the legitimacy of the representative or administrator of an intestate estate to exercise shareholder rights in acts of preserving or liquidating the company's assets. Therefore, the participation of the intestate estate, represented at the shareholders' meeting to agree to the dissolution and appoint a liquidator, was entirely valid, thus allowing the registration of the agreement.
4.- Practical notarial training: Issues of notarial practice in matters of dissolution and liquidation of capital companies
Attached ( HERE ) is a link to a video training session, promoted by the Notary Foundation, in which Mr. Ricardo Cabanas Trejo, Notary of Fuenlabrada (Madrid), gives an interesting session of practical notarial training, dedicated to the study of the dissolution and liquidation of capital companies.
The session addresses the dissolution and liquidation of capital companies from a threefold perspective: first, the legal personality of the company in this phase and its effects on the management body; second, the actions that during this process may require a notarial public instrument; and finally, an analysis of the options that, under the autonomy of the partners' will, can be adopted in the liquidation operations of the company.
For your viewing and careful study, given the commonality of this type of operation in notarial-commercial practice.
5.- The DGSJFP requires the prior grouping of properties in order to register a new indivisible construction that is located on two plots
Attached ( HERE ) is a link to the Resolution of May 18, 2026, from the Directorate General for Legal Security and Public Faith, which addresses the appeal filed against the decision of the Property Registrar of Arnedo suspending the declaration of a new construction. The case arises when a commercial entity seeks to register in the Property Registry the declaration of a building that, as an indivisible architectural unit, sits on two separate registered properties located in different municipalities, requesting the unification of the registration and the transfer to the registry where the majority of the surface area is located, pursuant to Articles 2 and 3 of the Mortgage Regulations.
The Land Registrar suspended the requested registration, deeming the prior consolidation of both properties essential. She based her decision on the fact that the building forms an indivisible structural unit whose parts lack independent use or enjoyment. Furthermore, she warned that allowing the registration of the construction on separate properties violates the principle of specificity in land registration, as it opens the door to the transfer of one property without the other, thus creating serious legal vulnerability.
The Directorate General for Legal Security and Public Faith has dismissed the appeal and upheld the Registrar's decision. In justifying its ruling, the Directorate applies the principle of specialty and the inseparability of the unitary building, clarifying that this is not a single pre-existing property spanning two municipalities that would allow for the transfer of a registry entry, but rather two separate registered properties. Therefore, since the building indivisibly occupies both plots, prior consolidation is mandatory and essential for registration, and the resulting property must then be registered in the Property Registry where the majority of its surface area is located.
6. The tax authorities have the final say: the Land Registry halts the rectification of new constructions without prior approval from the tax office.
Attached ( HERE ) is a link to the Resolution of May 14, 2026, of the Directorate General of Legal Security and Public Faith, in which the appeal filed against the qualification note of the Property Registrar of Malaga No. 10 is analyzed. The factual scenario occurs when the registration of a supplementary notarial act that rectifies the areas of a deed of extension of a completed new construction (modifying the main house, the guest house, the garage and the swimming pool by means of a new technical certificate) is sought without previously proving the presentation of the document to the Tax Administration for its timely tax settlement.
The Property Registrar suspends the qualification and registration of the document based on articles 254 and 255 of the Mortgage Law, considering that the alteration of the initially declared surfaces may affect the tax value of the new construction for the purposes of the Tax on Documented Legal Acts (variable fee), so that, for this reason, he concludes that the document must be presented beforehand to the competent tax authorities to verify compliance or non-liability of the taxable event.
The Directorate General for Legal Security and Public Faith has dismissed the appeal and upheld the Property Registrar's decision. In reaching this decision, the Directorate applied the principle of registration closure for tax reasons, reiterating that the lack of proof of payment, exemption, statute of limitations, or non-liability for the tax automatically suspends the registration process and the registration itself. Furthermore, it reasoned that, except in cases of clear and unequivocal non-liability, the registrar cannot be compelled to assume tax-related powers to exempt a transaction from the tax procedure, and that the requirement for prior verification by the competent tax authority is entirely legitimate.
7. Reminder: The prohibition of access to the Registry due to a revoked NIF also applies to the date of presentation of the document in the Registry (and not only to the date of signing the deed)
Attached ( HERE ) is a link to the Resolution of May 14, 2026, from the Directorate General for Legal Security and Public Faith, which resolves an appeal filed against the negative ruling of the Property Registrar of Pontevedra No. 2 regarding a deed of sale. The case arises when a public deed of sale executed in 2022 is submitted for registration in 2025. At the time of submission, the Tax Identification Number (NIF) of the selling company had been revoked by the Tax Agency and published in the Official State Gazette, even though said NIF was fully valid when the public deed was authorized.
The Property Registrar denies the registration of the public document because the revocation of the NIF of the selling entity is formally recorded in the BOE, basing her decision on the fact that tax legislation imposes an absolute registry closure that prevents access to the Registry books of any legal transaction granted by a commercial company that does not maintain its tax identification number fully enabled on the date of the qualification.
The Directorate General for Legal Security and Public Faith dismissed the appeal and upheld the Property Registrar's decision. In justifying its decision, the Directorate applied the criterion for registration closure for tax reasons established in the Sixth Additional Provision of the General Tax Law, clarifying that the rule imposes a dual, independent veto that prohibits both the notarial authorization of documents and access to any public registry. Therefore, the registration prohibition takes effect at the precise moment the title is presented to the Registry, and it is irrelevant whether the revocation of the Tax Identification Number (NIF) occurred after the execution of the deed or whether the acquirer was unaware of this circumstance.
8. Be very careful with signatures. Make sure all parties involved sign the document, otherwise serious legal consequences may arise.
Attached ( HERE ) is a link to Judgment No. 522/2026, of July 29, from the Criminal Chamber of the Supreme Court (STS 3589/2026), which analyzes the criminal liability of a notary in the execution and registration of a public instrument. The case arises when, after reading a deed of sale with mortgage subrogation, the notary believes that all parties present agree to the text and invites them to sign. With the well-founded conviction that all parties have signed the document, the notary authenticates the deed with his own signature and public seal, without noticing that one of the parties has intentionally omitted to sign.
The prosecution accuses the notary of falsifying a public document by attesting that all parties present had signed in his presence. The court, however, maintains that there was no intent to deceive, as the notary mistakenly believed the formalization was complete, and dismisses the possibility of gross negligence. It argues that the omission stemmed from an action by one of the parties present and that the missing signature went unnoticed by all the professionals and parties present at the signing.
The Supreme Court dismissed the accusation and upheld the notary's acquittal, declaring his conduct not to constitute a criminal offense. The court established as notarial doctrine that the failure to physically verify one of the signatures at the time of authorization does not constitute intentional forgery when the notary acts under the belief of its authenticity. Furthermore, it determined that this type of formal oversight in the signing procedure represents, at most, minor negligence that does not reach the level of severity required by Article 391 of the Criminal Code to punish reckless forgery in the performance of notarial duties.
This case reminds us of the importance of verifying that all grantors sign the public deed.
9. The Registry prevents the automatic cancellation of resolutory conditions that guarantee personal care or services
Attached ( HERE ) is a link to the Resolution of May 7, 2026, from the Directorate General for Legal Security and Public Faith, which addresses the appeal filed against the refusal of the Property Registrar of Ponteareas to cancel a resolutory condition. The case arises when a notarial deed of notoriety, along with the consent of two heirs, is presented to the Property Registry, requesting the cancellation of a resolutory condition established as a guarantee of obligations to perform (care and assistance to a deceased person) pursuant to Article 82, paragraph five, of the Mortgage Law, alleging the expiration of the civil statute of limitations for such actions.
The Land Registrar denied the requested cancellation, understanding that Article 82.5 of the Mortgage Law only applies to resolutory conditions guaranteeing a deferred payment with a fulfillment period specified in the Registry, not to personal obligations to perform a specific act. She based her decision on the fact that, to cancel a resolutory condition of this type due to expiration, where the fulfillment date is not specified, Rule Eight of Article 210.1 of the Mortgage Law is mandatory. This rule requires the lapse of forty years from the last entry relating to the ownership of the security (or twenty if a claim is on record), a period that has not yet elapsed since its registration in 2000.
The Directorate General for Legal Security and Public Faith dismissed the appeal and upheld the Property Registrar's qualification note. To justify its decision, the Directorate doctrinally delineated the difference between the cancellation under Article 82.5 of the Mortgage Law (based on the civil statute of limitations for actions related to mortgages or deferred payments with a specific registration maturity date) and the special expiration regime of Article 210.1, Rule Eight, of the same Law. Thus, it established that the cancellation of resolutory conditions guaranteeing complex performances or obligations to act without a maturity date recorded in the Registry does not fall under the exception of Article 82.5. Therefore, it requires the express consent in a public deed of the registered owner (or their heirs), a final court ruling, or strict compliance with the forty-year registration expiration period stipulated in Article 210.1.8.
10. Granting a one-off loan does not make a company a professional lender for the purposes of the LCCI
Attached ( HERE ) is a link to the Resolution of May 12, 2026, from the Directorate General for Legal Security and Public Faith, which analyzes the appeal filed by a notary against the qualification note issued by the Property Registrar of Vila-seca. The case concerns the formalization of a current account credit agreement secured by a mortgage, granted by a commercial company to a private debtor. The agreement expressly states that the company does not habitually or occasionally engage in granting financing, nor does it have such a corporate purpose. Furthermore, it establishes conditions that are uncommon in the professional market, such as low interest rates, no opening fee, and a prohibition on assigning the credit.
The Property Registrar suspends the registration of the title, considering that the operation is subject to the Law Regulating Real Estate Credit Contracts (LCCI), arguing that the accrual of interest gives professional character to the crediting entity and that the granting of financing to a consumer fits within the provision of article 2.1 in fine of the LCCI, which extends the application of the rule to those who grant loans "even occasionally, with an exclusively investment purpose".
The Directorate General for Legal Security and Public Faith upheld the appeal and overturned the Property Registrar's decision. In reaching this decision, the Directorate established the doctrine that the phrase "occasionally" in Article 2.1 of the LCCI (Law on Credit Transactions) cannot be interpreted as encompassing a single loan or credit, but rather requires a certain frequency or repetition in the lending activity (suggesting as an objective parameter not having participated in two or more transactions in the last four years). Thus, it concluded that, since this was a current account credit granted within the framework of a special relationship and without a specific investment purpose or proven habitual activity, the transaction is excluded from the mandatory scope of the LCCI.
