Liquidation of SA with real estate: what art. 393 LSC requires and how to avoid registration suspension

Key data

A real estate joint-stock company in liquidation attempted to register in the Commercial Registry a distribution of social assets approved with 60% of the votes, combining real estate and cash in different lots for the shareholders. The Commercial Registry IV of Madrid suspended the registration. The General Directorate of Legal Security and Public Faith (DGSJFP) resolved the appeal on February 18, 2026, published in the BOE on June 11, 2026.

The case raises a question that affects hundreds of corporate liquidations with real estate assets: can the liquidator distribute assets in kind without unanimity of all shareholders? The answer is not simple, and the consequences of getting it wrong are a registry blockade that paralyzes the liquidation.

What does this regulation establish?

The resolution analyzes the conflict between two positions on art. 393 of the Capital Companies Law (LSC), which regulates the distribution of social assets in liquidation:

• Position of the Registrar: Art. 393 LSC requires unanimity when the distribution is not made in cash. Modifying the bylaws to circumvent that unanimity is not valid. Furthermore, the deed does not show payment or consignment in favor of dissenting or absent shareholders.
• Position of the company: Art. 393 LSC does not require unanimity, but only equivalence of value between the lots assigned to each shareholder. Differences in value between lots were compensated notarially with cash. The company also argued that the Registrar relied on a non-existent statutory article 25.

The core of the debate is whether approval by majority (60%) of a mixed distribution—real estate and cash—is sufficient to register the liquidation, or whether the law imposes unanimity to protect shareholders who do not want to receive real estate instead of cash.

Economic and operational impact

A suspended registration in the Commercial Registry is not a minor problem. It means that the liquidation is not formally closed, the company continues to exist for legal purposes, and shareholders cannot freely dispose of the adjudicated assets with full legal certainty against third parties.

The operational costs of a suspension include:

• Additional notarial and registry fees to correct the deed.
• Possible notarial or bank consignment costs to accredit payment to dissenting and absent shareholders.
• Delay in the liquidation process, with the costs of maintaining the company that this entails (accounting, tax, and account deposit obligations).
• Risk that dissenting shareholders challenge the distribution agreement if the cash compensation is not properly accredited.

The case also highlights the risk of modifying bylaws to circumvent legal requirements: if the Registry understands that the bylaw modification was solely intended to circumvent the unanimity required by law, it may deny registration regardless of what the new bylaws say.

Who does it affect?

• Joint-stock companies in liquidation with real estate or mixed assets (real estate + cash) in the social assets to be distributed.
• Liquidators who must design the distribution schedule and obtain the necessary majorities.
• Dissenting and absent shareholders in liquidation meetings: the resolution reinforces their right to receive accredited compensation.
• Notaries who execute the liquidation agreements and must verify that the deed reflects payment or consignment to all shareholders.
• Commercial registrars who qualify these deeds, especially in the case of mixed distributions approved by majority.
• Legal advisors and lawyers who plan corporate liquidation processes with real estate assets.

Practical example

Imagine a real estate SA in liquidation with three shareholders (A, B, and C) and social assets consisting of two real estate properties and cash on hand. In a meeting, with 60% of the votes (shareholders A and B in favor, C against), a distribution schedule is approved that awards one real estate property to shareholder A, another to shareholder B, and cash to shareholder C, compensating the differences in value between lots also with cash.

The liquidator executes the agreement in a public deed and presents the registration in the Commercial Registry. The Registrar suspends the registration because:

• The deed does not show that shareholder C (dissenting) has actually received their portion in cash, nor that it has been consigned in their favor.
• It is questioned whether the prior bylaw modification that eliminated the unanimity requirement is valid to circumvent art. 393 LSC.

To unblock the situation, the liquidator must notarially accredit payment to shareholder C or consign the amount in their favor, and review whether the bylaw modification withstands registry scrutiny. This is exactly the scenario analyzed in the DGSJFP resolution.

What should companies do now?

1. Review the distribution schedule before the meeting: If the social assets include real estate, analyze with your advisor whether the projected distribution requires unanimity under art. 393 LSC or whether equivalence of value between lots is sufficient. Do not assume that simple or qualified majority is sufficient.
2. Accredit payment or consignment to dissenting and absent shareholders: Before executing the agreements in a public deed, ensure that payment to shareholders who voted against or did not attend is documented. If payment has not been made, notarially or bank consign the corresponding amount.
3. Do not modify bylaws to circumvent legal requirements: If the bylaw modification is solely intended to circumvent the unanimity of art. 393 LSC, the Registry may ignore it. Consult with a lawyer before calling the bylaw modification meeting.
4. Verify that the deed includes all required elements: The notary must reflect in the deed not only the agreements, but also accreditation of payment or consignment and equivalence of value between lots, with appraisal if necessary.
5. In the event of a negative qualification note, consider appealing to the DGSJFP: As this case shows, the DGSJFP resolves appeals against registry qualification notes. If you receive a suspension, analyze the specific reasons and decide whether to appeal or remedy directly.

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-2026-12689