Essential asset in real estate transactions: DGSJFP revokes requirement for shareholder meeting agreement to register

Key data

If your company has bought or sold a property and the registrar has required you to prove that it is not an "essential asset" under article 160.f of the Capital Companies Law, this resolution is directly relevant to you. The Directorate General for Legal Security and Public Faith (DGSJFP) has revoked the qualification note of the registrar of the Property Registry of El Puerto de Santa María no. 2 and has ordered the registration of the deed of sale in favor of Losgar Properties SL.

The resolution, dated March 5, 2026 and published in the Official Gazette on June 17, 2026, does not create a new rule: it consolidates a doctrine that the DGSJFP has been applying consistently and that many registrars continue to ignore, generating unnecessary delays and costs in corporate transactions.

What does this resolution establish?

Art. 160.f LSC establishes that the shareholder meeting of a capital company must approve the acquisition, disposal or contribution of "essential assets". The regulation presumes that an asset is essential when its value exceeds 25% of the value of assets shown in the last approved balance sheet.

The registrar of El Puerto de Santa María no. 2 denied the registration of the sale in favor of Losgar Properties SL because she considered that the property could be an essential asset and required proof of shareholder meeting agreement in accordance with that provision.

The DGSJFP revokes that qualification and reiterates three key doctrinal criteria:

• It is not necessary to state or prove that a property is not an essential asset for the registrar to proceed with registering the transfer.
• The administrator's statement that the acquisition is carried out in compliance with the company's corporate purpose is equivalent, for registration purposes, to denying the essential nature of the asset.
• The consent of the other shareholder recorded in a public deed has probative value equivalent to a commercial certificate, so it cannot be rejected by the registrar.

In short: the registrar cannot become the arbiter of whether a property is or is not an essential asset. Its function is to qualify the form, not the economic substance of the transaction.

Economic and operational impact

This type of negative qualification has a real and measurable cost for companies:

• Delays in closing transactions: a registral denial requires filing an appeal with the DGSJFP, a process that can take several months and in this case was resolved on March 5, 2026.
• Additional costs: attorney and notary fees to prepare additional documentation required (commercial certificates, notice and holding of extraordinary shareholder meeting).
• Risk of contract expiration: in transactions with tight deadlines, a registral block can cause the transaction to fail or generate contractual penalties.
• Legal uncertainty: the lack of uniform criteria among registrars forces companies to prepare preventive documentation that, according to the DGSJFP, is not legally required.

The resolution does not impose sanctions or new costs. On the contrary: it eliminates an improper requirement that generated costs for capital companies in real estate sales transactions.

Who does it affect?

• Capital companies (LLC and SA) that buy or sell real estate, especially when the value of the property may approach 25% of the company's total assets.
• Sole and joint administrators who sign deeds of sale on behalf of the company.
• Notaries who authorize deeds of real estate transfer of companies and must advise on what statements to include.
• Property registrars whose qualification regarding essential assets is limited by this reiterated doctrine.
• Legal advisors and attorneys who manage due diligence and closings of corporate real estate transactions.
• Corporate real estate investors (such as Losgar Properties SL in this case) who acquire real estate as part of their corporate purpose.

Practical example

An LLC dedicated to real estate investment—like Losgar Properties SL in this case—acquires a property through a public deed. The sole administrator signs the deed and includes a statement indicating that the acquisition is carried out "in compliance with the corporate purpose" of the company.

The registrar, when qualifying the deed, considers that the property could represent more than 25% of the company's balance sheet assets and denies registration requiring certification of shareholder meeting agreement.

According to the doctrine reiterated by the DGSJFP in this resolution:

• The administrator's statement about the corporate purpose already amounts to denying the essential nature of the asset. Nothing more is needed.
• If additionally the other shareholder has given their consent in the public deed itself, that consent has probative value equivalent to a commercial certificate.
• The registrar must register. If it does not, the appeal to the DGSJFP has a high probability of success, as this resolution demonstrates.

Result: the company avoids calling an extraordinary shareholder meeting, saves additional fees and delays of weeks or months in registration.

What should companies do now?

1. Review deeds of sale in progress: if you have a transaction pending registration blocked for this reason, this resolution is the direct argument to appeal the negative qualification.
2. Instruct the notary before signing: ensure that the deed includes the express statement of the administrator that the acquisition is carried out in compliance with the company's corporate purpose. This is the key to avoiding registral problems.
3. Document shareholder consent in the deed: if there are other shareholders, their consent recorded in the public deed itself has full effect, without the need for a separate commercial certificate.
4. Do not assume that the shareholder meeting is necessary by default: the 25% presumption of art. 160.f LSC operates at the internal level of the company, not as a registral requirement. The administrator's responsibility is internal, it does not block registration.
5. File an appeal if the registrar insists: the DGSJFP's doctrine is clear and reiterated. An appeal to the Directorate General has a solid basis and, as in this case, is usually resolved in favor of the appellant.

Official source

View complete regulation in official source (BOE-A-2026-13169)

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-2026-13169