Key data
| Regulation | Resolution of February 18, 2026, from the General Directorate of Legal Security and Public Faith |
|---|---|
| Publication | June 11, 2026 |
| Entry into force | Not specified |
| Affected parties | Commercial companies with shared administrators, notaries and property registrars |
| Category | Real Estate / Commercial Law |
| Case origin | Appeal against negative qualification by the property registrar of Chinchilla de Monte-Aragón |
| Result | Appeal granted — negative qualification revoked |
When the same administrator appears in two companies that sell real estate to each other, property registrars have been requiring, in some cases, express authorization from the buyer's general meeting. The General Directorate of Legal Security and Public Faith has set a clear criterion in its resolution of February 18, 2026: this requirement is not always appropriate, and depends on the administration structure of each company.
The resolved case pitted a notary against the property registrar of Chinchilla de Monte-Aragón, who had denied the registration of a purchase agreement between two related companies. The central authority granted the appeal and revoked the negative qualification.
What does this regulation establish?
The resolution distinguishes with precision two figures that are frequently confused in property registration practice:
- Real self-dealing: occurs when the same will acts simultaneously on both sides of the legal transaction. This is the situation that generates the most serious conflict of interest and may require additional authorization.
- Mere conflict of interest: exists when there are opposing or coinciding interests, but the wills that perfect the contract are different. It does not automatically equate to self-dealing.
In the specific case, the selling company had joint administration. This means that for any legal act to be valid on behalf of that company, the concurrence of at least two wills is required. The shared administrator—identified in the file as JSA—could not act alone on behalf of the seller.
Since JSA could not represent the seller alone, there is no identity of wills on both sides of the purchase agreement. Without that identity, there is no self-dealing in the strict sense. And without self-dealing, authorization from the buyer's general meeting is not required.
| Concept | Real self-dealing | Simple conflict of interest |
|---|---|---|
| Definition | A single will acts on both sides of the transaction | Coinciding or opposing interests, but different wills |
| Does it require board authorization? | Yes, in principle | Not necessarily |
| Does it occur with joint administration? | No, because more than one will is required in the seller | May exist, but does not block registration |
| Registration consequence | Possible denial of registration | Registration appropriate |
Economic and operational impact
The impact of this resolution is mainly operational and legal security, with direct economic consequences in real estate transactions between related companies:
- Elimination of unjustified registration blocks: business groups with shared administrators will be able to register purchase agreements without needing to convene and hold extraordinary general meetings to obtain authorizations that, according to this criterion, are not required.
- Reduction of costs and timelines: convening a general meeting involves legal notice periods, notary fees to formalize agreements and possible delays in closing transactions. This resolution eliminates that cost when the administration structure allows it.
- Enhanced legal security: the criterion limits expansive interpretations of self-dealing that, according to the General Directorate, hinder commercial traffic without sufficient legal basis.
- Criterion applicable to future transactions: notaries and registrars now have a clear parameter for qualifying these documents, which reduces litigation and uncertainty in closing transactions.
Who does it affect?
- Business groups and holdings with administrators acting in several group companies simultaneously.
- Companies with joint administration that participate as sellers in intragroup real estate transactions.
- Legal advisors and commercial lawyers who structure purchase agreements between related companies.
- Notaries who authorize purchase agreements with shared administrators.
- Property registrars who qualify these documents and must apply the criterion set by the General Directorate.
- CFOs and financial directors of groups with real estate assets that are transferred between group companies.
Practical example
Imagine a business group with two companies: Company A (seller) and Company B (buyer). JSA is joint administrator of Company A—along with another administrator, JSB—and also sole administrator of Company B.
Company A wants to sell real estate to Company B. JSA signs on behalf of Company B as buyer. But on behalf of Company A, JSA cannot act alone: he needs the joint signature of JSB for the act to be valid.
Result: the purchase agreement is signed by JSA + JSB on behalf of the seller, and JSA on behalf of the buyer. There is not a single will acting on both sides. Self-dealing does not exist. The registrar cannot require authorization from Company B's general meeting to register the transaction. This is exactly the situation that the resolution of February 18, 2026 declares registrable.
What should companies do now?
- Review the administration structure of each group company: identify which companies have joint administration and which have sole or joint and several administrator. This determines whether the criterion of this resolution protects you or not.
- Properly document intragroup purchase agreements: ensure that the document clearly reflects who signs on behalf of each company and in what capacity, so the registrar can verify the absence of self-dealing.
- Inform your regular notary of the established criterion: share this resolution with the notary who authorizes your transactions so he can argue against possible negative qualifications.
- If you receive an unjustified negative qualification, appeal: this case demonstrates that appeal to the General Directorate of Legal Security and Public Faith is an effective mechanism. The deadline and procedure are regulated in mortgage legislation.
- Consult with your legal advisor if you have pending intragroup real estate transactions to close or already denied by the registrar for this reason.
Frequently asked questions
What is self-dealing and why can it block a purchase agreement between companies in the same group?
Self-dealing occurs when the same will acts on both sides of a legal transaction: the same person decides both as seller and buyer. In that case, there is a risk that the interests of one party remain unprotected, and the law may require additional authorization—such as from the general meeting—to validate the transaction. If the registrar perceives self-dealing, he may deny registration of the document.
When does self-dealing NOT exist even though the administrator is the same in both companies?
According to the resolution of February 18, 2026 from the General Directorate of Legal Security and Public Faith, self-dealing does not exist when the selling company has joint administration. In that case, the shared administrator cannot act alone on behalf of the seller: the concurrence of at least two wills is required. With more than one will on the seller's side, the requirement of identity of wills that defines self-dealing is not met.
Is authorization from the general meeting required if the administrator is the same in buyer and seller?
Not necessarily. The resolution establishes that authorization from the buyer's general meeting would only be required if real self-dealing existed. If the seller has joint administration and the shared administrator cannot act alone on its behalf, there is no self-dealing and, therefore, that authorization is not required.
What can I do if the registrar denies registration of an intragroup purchase agreement for this reason?
You can file an appeal with the General Directorate of Legal Security and Public Faith, as the notary did in the case resolved by this resolution. The appeal was granted and the negative qualification by the registrar of Chinchilla de Monte-Aragón was revoked. It is an effective and relatively quick mechanism to correct incorrect property registrations.
Does this resolution change anything for groups with a sole administrator in all companies?
Yes, and in the opposite direction. If the administrator has the power to act alone in both the seller and the buyer, the situation is different: in that case, there could be identity of wills and, therefore, real self-dealing. The protection offered by this resolution applies specifically when the seller has joint administration, which prevents the unilateral action of the shared administrator.
Official source
Consult complete regulation in official source
Notice: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://www.boe.es/diario_boe/txt.php?id=BOE-A-2026-12684