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The timetable for the mandatory roll-out of B2B electronic invoicing gets under way

The entry into force of Order HAC/1028/2026 of 2 October has set in motion the timetable for the mandatory roll-out of electronic invoicing in transactions between businesses and professionals. Implementing article 12 of Law 18/2022 of 28 September on the creation and growth of companies and Royal Decree 1007/2024 of 3 December on the invoicing system, the order sets the deadlines according to the turnover of the person bound.

Changes to urban tenancy law introduced by Royal Decree-Law 29/2026 of 6 October

Royal Decree-Law 29/2026 of 6 October, in force since 8 October 2026, amends the LAU —Spain's urban tenancies act— and adds further measures on residential lettings. For the first time, the reform regulates seasonal tenancies, which are renamed temporary residential tenancies and are only permitted where a genuine reason justifies their temporary nature. It brings letting by rooms within the Act and sets a maximum duration for tourist flats. It strengthens the tenant's position as regards expenses, guarantees, repairs, early termination and pre-emption rights. Outside the LAU, the Royal Decree-Law allows tenants to request an extraordinary extension of up to two years and caps rent increases until the end of 2027. In this article we explain each of these changes, who they affect and what happens to contracts already signed.

The 2026 case-law earthquake over the Single Register of Short-Term Rentals

The judgments of the “Tribunal Supremo” —the Spanish Supreme Court— of May and June 2026 have annulled the essential elements of the “Registro Único de Arrendamientos de corta duración” —the Single Register of Short-Term Rentals— procedure provided for in Royal Decree 1312/2024, deactivating compulsory registration in the property and movable-assets registries as a condition for offering short-term lets. After this “case-law earthquake”, the “Ventanilla Única Digital de Arrendamientos” —the Digital Single Window for Rentals— and the obligations to transmit data for statistical and coordination purposes remain in place, but the civil‑administrative registration core disappears. This paper analyses what is left of the Single Register after the judgments and how it connects with the Catalan model, where strong administrative and community-level regulation of tourist rentals was already in place.

MASC and possession claims: case-law criteria on content, form and time limits

Since 3 April 2025, the “Ley Orgánica 1/2025” —LO 1/2025— has introduced, as a general rule, a pre-action requirement consisting of a prior attempt at negotiation or of recourse to an appropriate means of dispute resolution —a “medio adecuado de solución de controversias” or MASC— in civil proceedings on the merits. In the field of residential and commercial tenancies, this requirement has given rise to significant practical problems: the identity between the out-of-court demand and the claim, evidence of the attempt at negotiation, its relationship with the demand that bars reinstatement of the tenancy, and the way it operates in rent claims and in possession claims based on expiry of the contractual term. In Catalonia, some courts, such as the Civil Division of the “Audiencia Provincial” of Girona, the provincial appellate court, have begun to define criteria on the content, the form and the timing of the MASC required in possession claims, thereby shaping a new map of procedural prerequisites for tenancy claims.

What went unsaid in the first lawsuit can no longer be pleaded in the second. Res judicata and preclusion against the reopening of an owners' association resolution

A company that owned a flat sought to argue for a second time, nine years on, whether the by-law prohibition on tourist use in its building applied to it. It tried with new packaging, challenging what had been said at a later general meeting and relying on an administrative-court judgment it had obtained in the meantime. The court upheld the plea of res judicata raised by this Barcelona law firm in defence of the owners' association, ordered the dismissal of the proceedings at the pre-trial hearing itself and awarded costs against the claimant. The lawsuit ended without a trial.

How far may a professional limit their own liability? Exclusion clauses, fees and freedom of contract after Supreme Court Judgment 949/2026

Judgment 949/2026 of 18 June of the “Tribunal Supremo” —Spain's Supreme Court, hence STS— examines a professional services contract entered into by a law firm which capped the professional's maximum liability at the amount of the fees received. The Chamber declares the clause void, not because it amounted to standard terms used against a consumer, but because it is incompatible with the structural principles of the contract and with the compensatory function of contractual liability, even in the context of a negotiated contract between professionals. The Court questions that the provider itself should be able to determine its liability ceiling indirectly through its fees, that the cap should operate regardless of the seriousness of the breach and that it may end up depriving the duty to compensate of all content. Although the case concerns lawyers, the doctrine may be extended to auditors, tax advisers, engineers, consultants and other providers of professional services.

Inheritance, dependency and undue influence. Who may benefit under a will after Catalan Law 13/2026

Law 13/2026 introduces a far-reaching reform of the rules on disqualification from inheriting under the “Código Civil de Cataluña”, the Catalan Civil Code, amending article 412‑5 so as to address expressly the position of those who have provided formalised support of a representative nature and to strengthen the safeguards applying to carers, care homes and providers of care services who are favoured by the deceased. This reform lies at the confluence of the new model of support for the exercise of legal capacity, protection against undue influence and the need to preserve the testamentary freedom of elderly or dependent persons. For private practice, the impact is immediate in wills made by persons who live in care homes, receive private care or have assistants, and it opens up a field of potential litigation concerning conflicts of interest, the rendering of accounts and challenges brought by forced heirs.

Can a restructuring be imposed on those who vote against it? The cram-down of creditors and shareholders

One of the most significant features of the new restructuring regime introduced by Spain's “Ley 16/2022” and by Directive (EU) 2019/1023 is that, on certain conditions, a court-confirmed plan may affect creditors that have not supported it and even, in certain situations, entire classes of creditors or the shareholders themselves. This mechanism —“arrastre” in Spanish, cram-down or cross-class cram-down in English-language terminology— does not mean that a majority may freely impose any solution it wishes. It is conditioned by the correct formation of classes, by the valuation of the business, by the treatment of dissenting creditors and by the comparison with the insolvency alternative. An understanding of these elements is essential to grasping how decision-making power is structured in a restructuring and what legal limits there are on imposing sacrifices on those who vote against.

Licences for tourist-use dwellings in Catalonia after STC 64/2025

Catalan Decree-Law 3/2023 made the operation of tourist-use dwellings in 262 municipalities subject to prior planning permission, with licences valid for five years and renewable and a statutory ceiling of ten tourist-use dwellings for every one hundred inhabitants. STC 64/2025 of 13 March, a judgment of the Spanish Constitutional Court, dismissed the constitutional challenge in its entirety and held that these restrictions delimit the social function of property rather than amounting to an expropriatory deprivation. This new paradigm raises with particular force the question of whether there is a vested right to operate a dwelling as tourist accommodation, and requires the condominium regime, planning law and the right to property in Catalonia to be read together.

Boards of directors and balanced representation: how the new requirements affect corporate organisation

The requirements of balanced representation of women and men on boards of directors have ceased to be a recommendation of good governance and have become, in certain cases, a statutory mandate. The “Ley de Sociedades de Capital” —the Spanish Companies Act, the LSC— requires listed companies and, by cross-reference, certain public-interest entities to ensure that the board has a composition guaranteeing the presence of at least forty per cent of persons of the under-represented sex. Beyond the percentage figure, these requirements have a direct impact on corporate organisation: they condition the planning of appointments and renewals, they make it necessary to review selection procedures, they demand more careful documentation of decisions and they strengthen the corporate governance dimension of the board and of senior management.

Tourist-use dwellings and owners' associations in Catalonia: the four-fifths majority, acquired rights and the effectiveness of by-law prohibitions

The prohibition by owners' associations of the tourist use of privately owned units has become one of the central issues in Catalan condominium law. The regime of the “Código Civil de Cataluña” —the Catalan Civil Code—, which allows such prohibitions to be approved by a four-fifths majority, has become settled in contrast with the Spanish state model of art. 17.12 LPH —the “Ley de Propiedad Horizontal”—. The case law of the “Tribunal Superior de Justicia de Cataluña” —the High Court of Justice of Catalonia— and the recent decisions of the “Dirección General de Seguridad Jurídica y Fe Pública” —the directorate-general that rules on appeals against land registrars' decisions— have refined key questions such as registration at the Land Registry, the non-retroactivity of the restrictions and the protection of the acquired rights of those already carrying on the tourist activity. This article examines, from a practical standpoint, the majority required, enforceability against third parties, the distinction between owners before and after the resolution, and the role of the registrar's review (“calificación registral”).

Managing at volume is not litigating in series: the importance of identifying the exceptions

A portfolio of hundreds of cases may share a common structure without every matter being legally identical. Volume case management calls for uniform rules to be laid down and, at the same time, for systems capable of detecting the circumstances that require departing from those rules and subjecting the file to individual analysis.

Artificial intelligence and insurance in 2026: pricing, algorithmic discrimination and new regulatory obligations

The general application of the European Artificial Intelligence Regulation —the AI Act— on 2 August 2026 marks a turning point in the use of algorithmic systems in the underwriting and pricing of insurance, particularly life and health insurance. Those systems are classified as high-risk and are subject to strict requirements as to governance, data quality, transparency, human oversight and cybersecurity, although part of the obligations for the Annex III systems has been deferred until 2 December 2027. The framework also operates alongside the GDPR and the “Ley Orgánica de protección de datos” —Spain's data protection act—, and alongside EIOPA's criteria on the ethics and trustworthiness of AI, which raises very topical questions concerning segmentation of the insured, the explainability of automated decisions, algorithmic discrimination, refusal of cover and liability where the insurer's decision stems from an algorithm.

Multiple-vote shares: when economic interest and control of the company cease to coincide

Recent developments in European company law show a growing openness towards capital structures that make it possible to attach different voting rights to shares carrying an equivalent economic interest. Multiple-vote shares, alongside other techniques such as non-voting shares, restrictions on voting rights, shares carrying a right of veto or loyalty shares, make it possible to decouple economic ownership from corporate control. The business problem that these structures seek to solve is clear: to offer founders or core shareholders the possibility of raising capital on the markets without immediately losing control of strategic decisions. At the same time, they raise delicate questions about their limits, the protection of the remaining shareholders and the broader debate as to how far capital and power must necessarily remain linked.

An acquisition may require several regulatory controls before it can be closed

One and the same acquisition may be subject simultaneously to several public controls before it can be closed. Beyond the agreement between buyer and seller, certain transactions must clear merger control, the foreign investment regime and, where applicable, the new control of foreign subsidies distorting the internal market. These are not alternative regimes, but cumulative ones with different rationales. The practical result is that a sale and purchase may be perfectly agreed between the parties and yet be incapable of being completed until certain authorisations have been obtained or the corresponding regulatory procedures have concluded. Integrating these controls into the contractual structure from the outset is essential in order to manage timetables, risks and, ultimately, the viability of the transaction itself.

Making a will with support: the new testamentary capacity in Catalonia following Law 13/2026

The “Ley 13/2026, de 3 de agosto” —Law 13/2026 of 3 August— is a far-reaching reform of Book IV of the “Código Civil de Cataluña”, the Catalan Civil Code, on the law of succession, and is due to come into force on 4 February 2027. The reform turns on the redefinition of testamentary capacity around natural capacity at the time of execution, the adaptation of the notary's assessment of capacity to a support-based model and the specific regulation of wills made by persons with sensory disabilities. It forms part of the wider process of bringing Catalan civil law into line with the new paradigm of disability, centred on autonomy, support and accessibility, and it raises significant questions as to the distinction between natural capacity and legal capacity, the involvement of medical experts, subsequent challenges to the will, undue influence and notarial liability.

Artificial intelligence and volume legal case management: what can be automated and what a lawyer must continue to decide

Artificial intelligence can substantially improve the handling of large volumes of documents and case files, but its usefulness depends on distinguishing between automating tasks and delegating legal decisions. Classifying information, detecting issues or preparing drafts can bring efficiency; assessing the evidence, taking on risk or defining a strategy continues to require oversight and professional judgement.

What a due diligence should really uncover before buying a company

Due diligence in the sale and purchase of a company should not be conceived as a mere accumulation of documents and findings, but as a decision-making instrument. Its function is to identify which risks may alter the price, shape the structure of the transaction or even make it inadvisable. The value of the exercise does not lie in detecting the greatest possible number of issues, but in distinguishing which of them are material to the transaction and in translating them into specific decisions on the structure of the sale and purchase, the conditions precedent, the representations and warranties, the indemnities and the price retentions. A truly useful due diligence is one that connects the technical analysis with the drafting of the contract.

Rent control in 2026: how the maximum rent is actually determined in Catalonia's stressed market areas

The combined application of Law 12/2023, the “Ley de Arrendamientos Urbanos” —the LAU, Spain's urban tenancies act— and Catalan housing legislation has produced in Catalonia a complex system for determining the initial rent in areas of stressed residential market. The maximum rent depends on whether or not there was a previous contract in the last five years, on whether the landlord is a “gran tenedor” —a large-scale landlord—, on the state reference price index and on the exceptions for improvement works or long-term contracts. This paper sets out, from a practical standpoint, how the initial rent is determined in Catalonia in 2026, addressing situations such as contracts with no previous tenancy, the passing on of expenses, improvement works, dwellings previously let by rooms and changes in floor area or conditions.

Mass claims and collective actions: two different ways of tackling the same legal problem

The fact that hundreds or thousands of people are affected by the same problem does not necessarily mean that there is a single collective dispute. Identifying which questions are common and which require individual analysis is essential in deciding between the coordinated management of claims, a collective strategy or a combination of the two.

The new Catalan regime for temporary letting and letting by rooms: evasion of the law, rent control and the limits of legislative competence

Catalan Laws 11/2025 and 11/2026 reshape seasonal tenancies and letting by rooms, linking them to rent control and to the notion of a permanent dwelling, the Spanish “vivienda permanente”. This paper examines the new arts. 66 bis and 66 ter —from the first— and 66 quater and 66 quinquies —from the second— of Law 18/2007, their interaction with the “Ley de Arrendamientos Urbanos” —the LAU, Spain's urban tenancies act— and the Civil Code, and the questions of legislative competence they raise, concerning the “causa de temporalidad” —the temporary purpose of the contract—, the burden of proof, the chaining of contracts and the civil effects of a possible finding of unconstitutionality.

Work commissioned without a valid contract: what the contractor can recover from the public authority

Irregular procurement by public authorities, in particular through oral commissions or contracts that are void for breach of the procurement rules, raises a classic conflict between the prohibition of contracting outside the law and the need to prevent the unjust enrichment of a public authority that has received and taken the benefit of the works or services. The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 15 June 2026, Fourth Section, cassation appeal 9117/2024, sets precise limits on the compensation available in such cases: the contractor may recover the actual cost of the works or services, including any value added tax —the Spanish “Impuesto sobre el Valor Añadido”, or IVA— which it has been unable to recover, but not the overheads (“gastos generales”) or the profit mark-up (“beneficio industrial”) proper to a validly awarded contract. Moreover, the late-payment interest regime of Law 3/2004 on combating late payment in commercial transactions does not apply automatically; what applies is the statutory interest laid down in the “Ley General Presupuestaria”, Spain's General Budget Act. The question is of particular relevance for local-authority contractors and public bodies which, in practice, continue to receive work without proper contractual cover.

Beyond the LOE time limits: architects' contractual liability and owners' associations' standing after Supreme Court Judgment 860/2026

Judgment 860/2026 of 4 June of the “Tribunal Supremo” —Spain's Supreme Court— deals with a case in which an owners' association brought together ten-year liability actions under the “Ley de Ordenación de la Edificación” —the LOE, Spain's building legislation— and contractual actions under article 1101 of the “Código Civil”, the Spanish Civil Code, against an architect and a technical architect. The LOE actions against the two professionals were barred by limitation, but the Supreme Court confirms that this does not necessarily extinguish the contractual route and recognises the association's standing to bring the actions which originally belonged to the developer cooperative. The decision qualifies the obstacle posed by article 1257 CC as regards successive purchasers and owners' associations and makes it possible to clarify the difference between the LOE guarantee periods, the limitation period under article 18 LOE and the limitation period for the contractual action.

Administrative electronic notifications: how the ten days for them to be deemed refused are counted

The spread of electronic notifications has made the calculation of time limits a critical element in the relationship between citizens, businesses and the “Administraciones Públicas”, Spain's public authorities. Article 43.2 of the “Ley 39/2015, de 1 de octubre, del Procedimiento Administrativo Común de las Administraciones Públicas” —Law 39/2015 of 1 October, the Common Administrative Procedure Act— provides that, where electronic notification is compulsory or has been expressly chosen by the party concerned, it is deemed refused once ten calendar days have elapsed from the moment it was made available without its content being accessed. The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 12 June 2026, in line with the Chamber's official report for the 2025–2026 biennium, clarifies for the first time that those ten calendar days run from the day after the notification is made available to the party concerned on the “sede electrónica”, the authority's electronic portal, or at the “dirección electrónica habilitada única”, the single authorised electronic address. Once the period has elapsed without access, the notification is deemed refused and the time limits for appeal begin to run. The decision has direct consequences for businesses, professionals and citizens required to deal with the authorities by electronic means and underlines the importance of checking electronic mailboxes regularly.

Buying a company in Spain as a foreign investor: when the transaction requires administrative authorisation

Not every acquisition of a company in Spain can be treated as a purely private transaction between buyer and seller. The investor's identity, its country of residence or of beneficial ownership, the target company's sector of activity, the nature of the assets acquired and the degree of control sought may trigger mechanisms for the supervision and prior authorisation of foreign investment. The “Ley 19/2003 sobre movimientos de capitales” —Law 19/2003 on capital movements— and its implementing regulations, together with specific sector-based regimes, have built a system in which certain foreign direct investments are subject to suspension of the liberalisation regime and to administrative authorisation. Identifying this issue at the initial stage of the transaction is essential, because it may determine the signing, the closing, the conditions precedent and the parties' cooperation obligations.

Sale of the former home after a separation: when the reinvestment exemption in personal income tax is retained

The disposal of the family home after a separation, divorce or annulment raises a recurring problem under the “IRPF”, Spain's personal income tax: can the spouse who had to leave the home continue to benefit from the exemption for reinvestment in a principal residence laid down in article 38 of Law 35/2006 of 28 November on personal income tax —the LIRPF—, when he or she sells his or her share and acquires a new dwelling? The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 27 May 2026, Second Section, cassation appeal 6833/2024, confirms and consolidates the doctrine begun by STS 553/2023 of 5 May and answers in the affirmative: the spouse who leaves the home under a court decision may satisfy the occupation requirement for the exemption where the other spouse and the couple's children have continued to live there. The key lies in a systematic interpretation of the concept of principal residence in article 41 bis of the “Reglamento del IRPF” —Spain's personal income tax regulations, the RIRPF—, approved by Royal Decree 439/2007 of 30 March, and in treating the family home as the point of reference.

Volume legal case management: technology, traceability and control of large volumes of proceedings

Managing large legal portfolios requires being able to know both the overall position of the matters and the precise history of each file. Technology makes it possible to automate tasks and to control large volumes, but only a proper structuring of the information, combined with professional oversight, ensures traceability, consistency and genuine legal control.

Directors' remuneration: a company-law irregularity does not automatically render the expense non-deductible

The tax deductibility of directors' remuneration has traditionally been an area of friction between companies and the tax authorities, particularly where the remuneration does not strictly comply with the requirements of the “Ley de Sociedades de Capital” —the Spanish Companies Act, the LSC—. The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 18 May 2026 (the “Sala de lo Contencioso‑Administrativo”, the administrative-law chamber, Second Section, cassation appeal 8019/2023) consolidates the doctrine begun by STS 1053/2024 of 13 June and clarifies that a company-law irregularity, such as the failure of the general meeting to approve the maximum amount of the directors' annual remuneration, is not in itself sufficient to render the expense non-deductible under article 15.f of Law 27/2014 on corporation tax. Where the services are real, the remuneration has been paid and recorded in the accounts and there is a correlation with the business activity, the authorities may not refuse the deduction merely by invoking a formal company-law breach. The question becomes what the company must document in order to establish the reality and necessity of the expense and in which cases the authorities may still legitimately refuse it.

Not all creditors may be grouped as one sees fit: class formation in restructuring plans

The formation of classes of creditors in a restructuring plan is not a formal question or an engineering exercise at the debtor's service. It is a central decision that determines how voting power is distributed among the various groups of creditors, what majorities are needed to approve the plan and, ultimately, whether the plan can be confirmed by the court and withstand challenges. The consolidated text of the Spanish Insolvency Act —the “texto refundido de la Ley Concursal”, TRLC—, following the transposition of Directive (EU) 2019/1023, has incorporated detailed rules on class formation, based on the existence of a common interest within each class and on objective criteria of the rank and nature of the claim. Understanding this logic is essential in order to design workable plans and to prevent an incorrect classification from jeopardising their confirmation.

How merger control is changing and what it may mean for an M&A transaction

Merger control has ceased to be an almost mechanical exercise in comparing market shares and has become a far more sophisticated analysis of how a transaction may alter future competition. Competition law still starts from turnover and market-share thresholds, but the authorities have widened their focus to matters such as potential competition, innovation, access to strategic assets, effects on related markets and the capacity of an acquisition to modify the competitive structure in the medium and long term. For buyers and sellers, identifying competition risk at an early stage is no longer a formality: it may determine the timetable, the contractual documentation, the allocation of risk and, ultimately, the very viability of the transaction.

A prior notification allows the activity to begin, but it is not an administrative authorisation

The widespread use of the prior notification and of the “declaración responsable” —the declaration of compliance— as instruments replacing licences has transformed the way in which citizens and businesses deal with public authorities. That transformation has, however, also given rise to confusion as to the legal nature of these instruments and as to their review by the courts. The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 20 April 2026, Fifth Section, cassation appeal 2290/2023, makes it clear that a prior notification is not an administrative act open to challenge as though it were a licence. It is a declaration by the private party to which the law attributes authorising effect, enabling the activity to be started or the right to be exercised from the day of its filing, without prejudice to the public authority's subsequent powers of verification, inspection and response. If false statements, omissions or breaches come to light, it is the subsequent administrative act –of ineffectiveness, suspension, closure or penalty– that may be challenged. The doctrine has significant consequences for business openings, economic activities, property owners, local councils and affected third parties.

Unfinished works, liability intact: the architect's liability before acceptance of the works following STS 643/2026

Judgment 643/2026 of 28 April of the “Tribunal Supremo” —Spain's Supreme Court— deals with a case concerning a single-family house whose construction was left unfinished and which was never formally accepted in accordance with article 6 of the “Ley de Ordenación de la Edificación”, the LOE, Spain's building legislation. Despite this, the architect had made errors in the design and in the professional supervision of the works and had signed a “certificado final de obra”, a final works certificate, which did not correspond to reality. The Supreme Court rejects the argument that the absence of completion and acceptance may serve the architect as a means of escaping liability, and stresses that the LOE governs the building process and the professional obligations arising in the course of it. The decision makes it possible to examine acceptance of the works, the final certificate, errors of design and supervision, the difference between LOE liability and contractual liability and the principle that no one may benefit from their own breach, with particular interest in the Catalan context.

International inheritance in 2026: habitual residence, professio iuris and proof of foreign law

International successions have become an area of great technical complexity in 2026. The Court of Justice of the European Union, in its judgment in Isergartler, C‑618/24, of 26 March 2026, has once again given a broad interpretation to the concept of succession under Regulation (EU) 650/2012, reinforcing its vocation as a comprehensive body of rules. In parallel, a Decision of the “Dirección General de Seguridad Jurídica y Fe Pública” —the DGSJFP, the directorate-general responsible for land registry and notarial matters— of 27 April 2026 has dealt with a cross-border estate and has insisted on the correct determination of the deceased's habitual residence, of the law applicable to the succession and of proof of foreign law, drawing a careful distinction between the European Certificate of Succession and national certificates of succession. For Catalonia, the combination of the European Regulation, foreign nationality, residence in Catalonia and Catalan “vecindad civil” —regional civil-law status— adds a further level of complexity.

IRAV, the reference price index and the previous rent: three distinct concepts for calculating rent in Catalonia

Since January 2025 two instruments have coexisted in Spanish law which bear on the price of rented housing and which are frequently confused in practice: the reference index for the annual updating of the rent, drawn up by the “Instituto Nacional de Estadística” (INE), Spain's national statistics institute, and the state system of reference price indices used to set the maximum initial rent in stressed residential market areas. To these is added, in Catalonia, the reference to the previous rent of the last five years as a specific limit in stressed market areas. This paper draws a conceptual distinction between the annual updating index, the state reference price index and the previous rent, and analyses how the three interact in practice in the determination of rent in Catalonia.

New urban developments and water availability: when a planning instrument can be annulled

Urban expansion is no longer measured solely in square metres of classified land, but also in cubic metres of legally available water. The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 15 April 2026, Fifth Section, cassation appeal 9014/2023, clearly establishes that the creation of new development areas requires the sufficiency and the legal availability of water resources to be verified, even where the municipality is losing population. The binding report of the river basin authority, the Spanish “organismo de cuenca”, cannot be omitted or deprived of content where the development will generate new demands for water, and failure to comply with it may lead to the annulment of the plan. The judgment also accepts that the annulment may be confined to particular sectors where the defect can be isolated without affecting the coherence of the rest of the plan. The doctrine is of direct interest to developers, landowners, local councils and practitioners involved in preparing or challenging planning instruments.

Waiting periods and surprising clauses in life insurance: how far art. 3 LCS reaches after Supreme Court Judgment 531/2026

Judgment 531/2026 of 9 April of the “Tribunal Supremo” —Spain's Supreme Court, hence STS— classifies as a clause limiting the rights of the insured a stipulation imposing a 90-day waiting period for myocardial infarction cover under a life insurance policy, holding it to be a surprising clause in relation to a cover expressly taken out. Being a limiting clause, it must satisfy the requirements of article 3 of the “Ley de Contrato de Seguro”, Spain's Insurance Contract Act or LCS: special highlighting and specific acceptance in writing. The decision offers an apt occasion to review the boundary between clauses defining the risk, limiting clauses and prejudicial clauses, one of the main focal points of litigation in the insurance field.

Notarial liability in Catalonia: Civil Code, CCCat and limitation after STS 506/2026

Judgment 506/2026 of the “Tribunal Supremo”, Spain's Supreme Court, of 7 April, addresses head-on which limitation regime applies to a claim in contract against a notary in respect of a deed executed in Catalonia. The “Audiencia Provincial”, the provincial appeal court, had held that the ten-year period laid down for personal actions in the “Código Civil de Cataluña” —the Catalan Civil Code, or CCCat— was applicable, but the Supreme Court overturns that approach and concludes that the Spanish Civil Code must be applied. Its reasoning rests on the fact that notarial liability is bound up with the regulation of authentic instruments, a matter falling within the State's exclusive competence, and on the need for a uniform answer regardless of the notarial district in which the negligent act occurs.

Breach does not always permit termination: fundamental breach, article 1124 CC and the consequences of termination of the contract

Article 1124 of the “Código Civil” —the Spanish Civil Code— enshrines the right to terminate reciprocal obligations in the event of breach, but not every breach justifies termination. A serious or fundamental breach is required, one that frustrates the purpose of the contract. The non-defaulting party may choose between demanding performance and terminating the contract, in both cases with the right to damages and interest. Termination produces significant financial consequences, such as the restitution of the performances rendered, interest, fruits, actual loss and loss of profit, which may interact with penalty clauses and with the retention of sums paid. Recent case law, including judgment 489/2026 of the “Tribunal Supremo”, Spain's Supreme Court —STS—, shows the practical importance of these questions in disputes over termination for breach and clauses retaining payments in contracts for works and contracts of sale.

B2B electronic invoicing and VERI*FACTU: two distinct obligations that businesses must not confuse

The Spanish system of compulsory electronic invoicing between businesses and professionals and the regime governing VERIFACTU invoicing systems share the same actors –companies, invoices and the “Agencia Tributaria” (the AEAT, Spain's tax authority)– but they respond to different logics and rest on different rules. Royal Decree 238/2026 has defined the framework for B2B electronic invoicing, implementing article 12 of Law 18/2022 of 28 September on the creation and growth of companies, while Royal Decree 1007/2023 of 5 December, and its amendment by Royal Decree‑Law 15/2025 of 2 December, govern the requirements applicable to invoicing systems and software and the standardisation of invoicing-record formats, including the VERIFACTU system. These are two obligations that overlap in time and in the persons they bind, but they must not be confused: one concerns how invoices are issued, sent and received between businesses and professionals; the other, how invoicing data is generated, recorded and, where applicable, transmitted to the AEAT.

When a company runs into difficulties: how the position of the management body changes

Financial difficulties in a company are not merely an economic problem. Beyond a certain point, they trigger specific legal duties on the part of the management body and substantially alter its position. The relationship between losses, cash-flow strain, grounds for dissolution, likelihood of insolvency and insolvency properly so called marks out different thresholds for action. The “Ley de Sociedades de Capital” —the Spanish Companies Act, the LSC— and the “Ley Concursal” —Spain's Insolvency Act— impose duties to convene a general meeting, to promote dissolution or to petition for insolvency proceedings, and the preventive restructuring regime introduces the likelihood of insolvency as a category in its own right. Proper documentation of the management body's decisions and early action widen the alternatives for preserving the business and significantly reduce liability risks.

The new European harmonisation of insolvency: where insolvency law is heading

Insolvency has ceased to be a strictly national phenomenon. From Regulation (EU) 2015/848 on insolvency proceedings, which harmonises jurisdiction, recognition and applicable law, to Directive (EU) 2019/1023 on preventive restructuring frameworks, discharge of debt and disqualifications, the European Union has been building a common “law of business distress”. The new directive adopted in 2026, aimed at harmonising certain substantive aspects of insolvency proceedings, does not start from scratch: it builds on that existing framework and extends it to matters such as avoidance actions, asset tracing, pre-pack, directors' duties and creditor involvement. Rather than an article-by-article commentary, what matters is understanding what Europe is seeking to bring closer together, which areas may be affected in the coming years and why these questions form part of a trend towards European insolvency systems that are increasingly connected.

Ownership, possession and the passage of time: recovery of ownership, acquisitive prescription and unfair delay after STS 386/2026

The tension between ownership and possession is one of the central axes of the civil law of property. The action for recovery of ownership allows the owner to recover the thing from a possessor without title, but the passage of time may consolidate the possessor's position through acquisitive prescription, the Spanish “usucapión”, and, in certain cases, the prolonged inactivity of the holder of the right may be assessed through the doctrine of unfair delay, the “retraso desleal”. Judgment 386/2026 of 11 March of the “Tribunal Supremo” —Spain's Supreme Court, hence STS—, concerning the Pazo de Meirás, offers an exceptional framework for studying these general questions of civil law: the action for recovery of ownership, extraordinary acquisitive prescription, possession as owner, the public domain, possible tacit removal from public use, unfair delay and the settlement of the possessory position, without any need to focus on the historical circumstances of the case.

Informed consent and loss of chance: the new basis for assessing damages in Supreme Court Judgment 374/2026

Judgment 374/2026 of 10 March of the “Tribunal Supremo” —Spain's Supreme Court— introduces an important refinement in medical civil liability where informed consent has been breached without any technical malpractice. In a case of vaginal birth after a previous caesarean, the lower courts had compensated the lack of information as free-standing non-pecuniary damage (“daño moral”), in amounts of around 10,000 to 15,000 euros, detached from the serious bodily injury suffered by the daughter. The Supreme Court corrects that approach and applies the doctrine of loss of chance, shifting the focus towards what the patient might have decided had she received full information. Quantification comes to depend on the seriousness of the risk not disclosed, on the therapeutic alternatives, on whether the medicine was necessary or elective and on the probability that the patient would have refused the procedure.

The new “administrative policing” of rent in Catalonia: penalties, advertising, evidence and inspection after Decree‑Laws 1/2025 and 3/2026

Since 2025 Catalonia has moved from an essentially civil control of rent to a system of intense administrative enforcement over the rental market. Decree‑Laws 1/2025 and 3/2026 strengthen the penalty regime of Law 18/2007 and Law 13/1996, setting out obligations of information, advertising, documentation and deposit, as well as a register of large-scale landlords. This paper examines how overcharging is proved and penalised, the relationship between the administrative penalty and restitution to the tenant, and the evidential value of the data held by INCASÒL, the Catalan land institute.

Can the tax authorities use a mortgage valuation to raise the tax value of a property?

The use by the tax authorities of the mortgage valuation incorporated into the deed in order to raise the tax value of a property has been the subject of intense debate in academic commentary and in the case law. The judgments of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 23 and 27 February 2026, in line with the Chamber's official case‑law report for the 2025–2026 two‑year period, confirm that, in cases where a “comprobación de valores” —a review of declared values— is available, the tax authorities may have recourse to the mortgage valuation figure where there is a material difference from the value declared, without any need to establish fraud or concealment beforehand. That valuation does not, however, become an irrebuttable presumption: the taxpayer may contest it by means of expert evidence and, where appropriate, through the “tasación pericial contradictoria”, the adversarial expert valuation provided for in the “Ley General Tributaria”, Spain's General Tax Act —the LGT—. This mechanism must be clearly distinguished from the cadastral reference value, which operates as a direct taxable base in the “Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados”, Spain's transfer tax and stamp duty, and in the “Impuesto sobre Sucesiones y Donaciones”, its inheritance and gift tax.

Unjust enrichment in the civil law of property and obligations: requirements, subsidiarity and limitation of the action

The unjust enrichment action has become established as a cross-cutting instrument of the civil law of property and obligations, used to correct situations in which one person is enriched at the expense of another without any legal cause justifying it and without any specific action for restitution being available. Its make-up requires enrichment, correlative impoverishment, absence of cause and subsidiarity in relation to other avenues, together with its careful distinction from undue payment, civil liability and contractual actions. STS 271/2026 of 20 February makes a highly topical contribution by examining an unjust enrichment action and addressing when prior criminal proceedings may interrupt the limitation period for the subsequent civil action, requiring a substantial connection between the facts investigated in the criminal proceedings and those underpinning the civil claim.

Lifts, accessibility and the allocation of expenses: the Supreme Court's new case law and its contrast with the CCCat

The installation of lifts and accessibility works have traditionally been one of the focal points of conflict in condominium law (“propiedad horizontal”), both because of the need to remove architectural barriers and because of the allocation of the expenses and the possible exemptions. STS 277/2026 of 23 February, a judgment of the “Tribunal Supremo”, Spain's Supreme Court, has clarified, under the state “Ley de Propiedad Horizontal” —the LPH, the Spanish national condominium act—, that resolutions directly linked to the installation of the lift, including the allocation of expenses and the exemptions, are subject to the same majority as that required for the principal resolution, even where they involve amending the deed of constitution or the by-laws. The interest for Catalan law lies in analysing whether the regime of the “Código Civil de Cataluña” —the Catalan Civil Code, CCCat— leads to an equivalent solution or whether it calls for different treatment, in the light of arts. 553‑25 and 553‑26 CCCat and of the specific accessibility rules.

The date of the insured event in life and disability insurance: illness, incapacity and the INSS declaration after Supreme Court Judgment 283/2026

Judgment 283/2026 of 23 February of the “Tribunal Supremo” —Spain's Supreme Court, hence STS— returns to a key question in life insurance with disability cover: when the date of the insured event is to be fixed where the illness manifests itself and is treated while the policy is in force, but the administrative declaration of permanent incapacity comes after the contract has come to an end. The Chamber regards it as decisive that, under the policy and in the light of the medical circumstances, the irreversible condition determining the disability had manifested itself while cover was in place, so that the subsequent decision of the “INSS”, Spain's social security authority, is not necessarily conclusive. The criterion carries a high potential for litigation as regards the temporal scope of the insurance, non-payment of premiums, pre-existing illnesses, the tension between medical reality and administrative declaration and life policies linked to mortgage loans.

The dies a quo in medical liability: uncertain diagnosis, stabilisation of the sequelae and limitation after Supreme Court Judgment 182/2026

Judgment 182/2026 of 10 February of the “Tribunal Supremo” —Spain's Supreme Court— strengthens the case law on when time begins to run for limitation purposes in medical negligence claims where the diagnosis and the extent of the sequelae remain uncertain for years. In a case of neurological injury to a minor, the medical reports spoke of a “possible” or “probable” diagnosis or of a “suspected” one, and definitive confirmation came later. The Court insists on the principle actio nondum nata non praescribitur: limitation does not begin to run until the injured party has sufficient material genuinely to know the nature and the extent of the harm. It also stresses that the party relying on limitation must clearly establish the dies a quo and that doubts are not to be resolved to the detriment of the injured party, which is of particular importance in neurological injury in children, progressive harm, sequelae that take time to stabilise and subsequent official recognitions of disability.

Public authorities that decide by algorithm: what transparency the BOSCO case requires

The progressive automation of administrative action has brought to the fore the question of how decisions taken by means of algorithms are to be explained and reviewed. Judgment 1119/2025 of 11 September of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, known as the BOSCO case and highlighted in the Third Chamber's official case-law report for 2025–2026, marks a landmark in this field by recognising that, where public authorities use automated systems to grant rights or social benefits, the right of access to public information may require, in certain circumstances, that even the source code of the program be disclosed. The decision rests on article 105 b) of the Spanish Constitution, on Law 19/2013 on transparency, access to public information and good governance, on the rules governing automated administrative action in Law 40/2015 and on the European data protection framework of Regulation (EU) 2016/679 —the GDPR—. Algorithmic transparency ceases to be a technical question and becomes a structural requirement of the digital rule of law.

Holograph wills and inheritance tax: recording the will in the notarial protocol does not stop the tax time limit

The “testamento ológrafo” —the holograph will— is a classic institution of civil law which, in order to take full effect, requires a subsequent procedure of authentication and recording in the notarial protocol. In practice, many heirs have understood that this procedure “suspends” or postpones the moment at which the obligation to declare and pay the “Impuesto sobre Sucesiones y Donaciones”, Spain's inheritance and gift tax, arises. The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 27 January 2026, Second Section, cassation appeal 1845/2024, clearly corrects that perception: where the recording of a holograph will is dealt with as non-contentious proceedings and does not become contentious, the tax accrues on the death of the deceased and the subsequent recording does not of itself postpone the start of the six-month period for filing the self-assessment. The decision has significant practical consequences in terms of surcharges, late-payment interest and limitation, and makes it necessary to distinguish between the mere handling of a non-contentious matter before a notary or a court and a genuine judicial dispute with suspensive effect on the time limits.

Selling the business before its value is destroyed: transfers of business units in situations of insolvency

A company's insolvency does not necessarily mean that its business has no value. An activity may be economically viable and yet be trapped in a financial structure that can no longer sustain it. Spanish insolvency law has evolved precisely in order to allow the business, in such cases, to be separated from the insolvent company and transferred as a business unit to a third party, preserving assets, contracts, activity and, where possible, jobs. The key lies in acting far enough in advance: the longer the financial deterioration continues, the more the value that could have been transferred is destroyed.

Majorities, vetoes and deadlock situations: how to allocate power among the shareholders without paralysing the company

The allocation of power in a company limited by shares is not exhausted by the percentage of capital held by each shareholder. The design of enhanced majorities, reserved matters and veto rights, the composition of the management body and the mechanisms for resolving deadlock decisively determine who really holds sway and how decisions are taken. The practical challenge lies in giving reasonable protection to majority and minority shareholders without building an architecture that makes it impossible to adopt resolutions when disagreements arise. Company law offers a flexible framework, but it also imposes limits in order to prevent abuse by the majority and by the minority and to safeguard the functioning of the legal person.

The claim changes creditor, but does the obligation change? Assignment of claims, ancillary rights and the debtor's defences

The assignment of claims is a central institution of the law of obligations and of contractual practice. It allows a creditor to transfer his claim to a third party, with its security and ancillary rights, without the need to create a new obligation. The “Código Civil” —the Spanish Civil Code, CC—, from articles 1526 onwards, and the “Ley Hipotecaria”, Spain's Mortgage Act, in its provisions on the assignment of mortgage-secured claims, provide the basic framework for analysing what is transferred with the claim, what part is played by the debtor's consent and by notice to him, what effects payment to the assignor has, what defences the debtor may raise against the assignee and how set-off operates. STS 22/2026 of 14 January, a judgment of the “Tribunal Supremo”, Spain's Supreme Court, returns to an essential principle: assignment does not create a new obligation, the assignee acquires the same claim, with its identity and content, and the change of creditor is not equivalent to the birth of a different claim. That principle makes it possible to build a broad body of doctrine on the identity of the obligation, the debtor's position and the difference between assignment, subrogation and novation.

Chronicle of an executorship for the realisation of an estate: bequeathing what you do not own

There are wills that are carried out by signing a public deed of acceptance of the estate and dividing up what there is. And there are others that, in order to be carried out at all, first require the deceased's corporate structure to be dismantled and the assets he had left to third parties without owning them to be taken out of it. This is the second kind. The firm acted as universal executor for the realisation of the estate —the “albacea universal de realización de herencia”— and completed the task in little more than eleven months, well within the time limit the testator had set. But the work that made that result possible did not begin with the death of the deceased, but years earlier, on the day he was helped to draw up his will.

The price of a company cannot always be fixed at signing: locked box, completion accounts and earn-outs

In the sale and purchase of companies, the price is rarely a static figure fixed once and for all at the moment of signing. The initial financial valuation, based on assumptions as to debt, cash, working capital and results, does not always match the amount that the buyer must ultimately pay. To manage this uncertainty, practice uses various contractual mechanisms for determining and adjusting the price, chief among them locked box structures, adjustments by means of completion accounts and earn-outs. What is apparently a financial question becomes a central part of the contractual architecture of the transaction, with direct implications for the allocation of risk, for the definition of economic concepts and for the potential for subsequent litigation.

What governs a contract: the written word or what the parties actually intended? The rules of interpretation in arts. 1281 to 1289 CC

The interpretation of contracts is one of the cornerstones of the law of property and obligations. Articles 1281 to 1289 of the “Código Civil”, the Spanish Civil Code, set up a system that combines the literal meaning of the clauses, the common intention of the contracting parties, the contemporaneous and subsequent acts, the systematic interpretation of the contract as a whole, the preservation of the transaction, good faith and the rule against the party that caused the obscurity. Case law, and in particular STS 17/2026 of 14 January, has restated that the interpretation of contracts is essentially a matter for the lower courts and that its review on cassation is limited, normally only where it breaches the statutory rules of interpretation or is manifestly illogical, irrational or arbitrary. This has a direct impact on litigation practice: it is not enough to argue about what a clause “meant”; the evidence on the negotiation, the economic purpose, the prior communications and the subsequent conduct must be built up from first instance onwards.

E-scooters, electric bicycles and compulsory insurance: the new map of civil liability in personal mobility in 2026

Law 5/2025 has thoroughly reformed the regime of compulsory civil liability insurance for the use of motor vehicles and has also created a specific compulsory insurance for light personal vehicles, with effect from 2 January 2026. The reform widens the statutory concept of a motor vehicle, incorporates the changes flowing from Directive (EU) 2021/2118 and strengthens the system for the protection of injured parties, redefining the role of the “Consorcio de Compensación de Seguros”, Spain's insurance compensation fund. This new framework has a direct impact on e-scooters, electric bicycles and other forms of micromobility, and raises practical questions as to which vehicles must be insured, the liability of the owner and of the driver, accidents involving pedestrians and the overlap with home or family civil liability policies.

When the shareholders' agreement and the articles say different things: what can actually be required of shareholders

The coexistence of articles of association and parasocial agreements is a constant feature of company practice. Both instruments may govern, sometimes divergently, essential matters such as the exercise of voting rights, the transfer of quotas (“participaciones”) or shares, the shareholders' continued membership, funding obligations or exit mechanisms. The key is to understand that the articles form part of the company's “ordenamiento interno” —its internal body of rules— and are enforceable erga omnes within their perimeter, whereas the parasocial agreement is a contract between shareholders, valid and effective between the parties but not necessarily against the company or against third parties. An obligation that is perfectly valid between shareholders does not for that reason produce the same effects at the corporate or registry level. When conflict arises, problems of enforceability against the company, abuse of rights, challenges to resolutions and liability between shareholders come to the surface, which makes it particularly important to decide from the outset which arrangements should remain in the agreement and which are better moved into the articles.

Likelihood of insolvency, imminent insolvency and actual insolvency: why acting in time can change the outcome

Companies rarely move from a situation of normality to a sudden inability to meet their obligations regularly. Between those two extremes there are distinct phases that insolvency law recognises and regulates: likelihood of insolvency, imminent insolvency and actual insolvency. Each of them has different legal consequences and opens or closes alternatives for restructuring debt, negotiating with creditors or reorganising the business. The central idea is clear: the law of corporate distress does not begin only when the company stops paying, but precisely before that, and acting in those early phases can decisively change the outcome for the company, its creditors and its management bodies.

Suspension of possession claims on grounds of vulnerability until 31 December 2026: an exceptional measure that has become structural

Royal Decree‑Law 16/2025 has once again extended, until 31 December 2026, the extraordinary suspension of certain possession and eviction proceedings on grounds of housing vulnerability, while at the same time maintaining a compensation scheme for landlords and owners, applications for which may be made until 31 January 2027. What began as an exceptional measure linked to the health and economic crisis has become a structural element of the housing protection system, with profound implications for effective judicial protection, for the social function of property and for the balance between the right to housing and owners' right to recover possession. This article critically examines six years of extraordinary suspension of evictions, analysing how vulnerability is defined, the impact on possession proceedings and the effectiveness of the compensation scheme.

MASC in the management of mass claims: how to meet the pre-action requirement without turning it into a formal step

The requirement to have recourse beforehand to an appropriate means of dispute resolution, a “medio adecuado de solución de controversias” or MASC, has introduced a new stage in a large part of civil claims. Where hundreds or thousands of case files are being handled, the challenge lies in systematising that negotiation without depriving it of content, while ensuring traceability, control of time limits and analysis of the particular features of each matter.

Condominium law and electric mobility: how far an owners' association may go against a private charging point

The expansion of electric mobility has carried into condominium law —“propiedad horizontal”— the conflict between the individual right to install charging points and the protection of the common elements. The “Tribunal Supremo”, Spain's Supreme Court, in a judgment of December 2025, has construed the state “Ley de Propiedad Horizontal” —the LPH, the Spanish national condominium act— as meaning that the installation of a charger in an individual space requires only prior notification to the owners' association, even where the cable crosses common elements, unless there is unnecessary, disproportionate or harmful interference. In Catalonia, where Book Five of the “Código Civil de Cataluña” —the Catalan Civil Code, CCCat— applies, that solution cannot be transposed mechanically. The legal interest lies in comparing the state model with arts. 553 et seq. of the CCCat and in determining the scope of the individual right to install charging infrastructure within the framework of Catalan condominium law.

Three court levels for a revised rent to take effect from the agreed date: the judgment does not create the contract, it declares it

The court of first instance declared void the contract on which our claim was founded and ordered our client to pay the costs. The “Audiencia Provincial”, the provincial appeal court, set that decision aside, declared the contract valid and fixed the rent sought, but limited its effects to the date of its own judgment, three years after the agreed date. The “Tribunal Supremo”, Spain's Supreme Court, in a judgment of December 2025, quashed the appeal decision and upheld the claim in full, with a clarification of general scope for rent-review clauses: a judgment declaring that an agreement exists does not constitute it, it merely recognises it, and the agreement therefore takes effect from the date fixed by the parties.

Can cohabitation automatically make the survivor an heir? The intestate succession of Catalan stable partnerships before the Constitutional Court

The “cuestión de inconstitucionalidad” 8613‑2024 —a court's reference on the constitutionality of a statute—, admitted by the “Tribunal Constitucional”, Spain's Constitutional Court, and still pending, has placed the intestate succession rights of Catalan unmarried couples at the centre of the debate. The model of the “Código Civil de Cataluña” —the Catalan Civil Code, the CCCat— constitutes a “pareja estable”, a stable partnership, automatically by cohabitation and confers on the surviving cohabiting partner the status of heir on intestacy in the absence of descendants, placing him or her on the same footing as the surviving spouse. This article examines the scope of that assimilation, the problems of evidence and of personal autonomy to which it gives rise, the conflict between parents and cohabiting partner and the possible effects of a declaration of unconstitutionality, should one be made, on successions already opened, in a context of high potential for litigation.

Mandatory social rent in Catalonia after SSTC 120/2024 and 25/2025 and STS 1086/2025

The Catalan mandatory social rent regime has undergone a far-reaching transformation following judgments 120/2024 and 25/2025 of the “Tribunal Constitucional”, Spain's Constitutional Court, and judgment 1086/2025 of the “Tribunal Supremo”, Spain's Supreme Court. The Constitutional Court has annulled various elements of the Catalan reforms that turned the offer of social rent into a procedural precondition, on the ground that they encroached on the State's competences over procedural matters and civil legislation, while the Supreme Court has held that art. 5.2 of Catalan Law 24/2015 refers to mortgage enforcement and to possession claims for non-payment, but not to possession claims based on expiry of the contractual term. The result is a model in which the administrative obligation to offer social rent survives in certain situations of vulnerability, but its configuration as a procedural requirement fades away and the need to distinguish between the administrative obligation, the penalty regime and the effects on possession proceedings is reinforced.

Adoptio imitatur naturam: the Barcelona appeal court allows the adoption of an adult son by the man who acted as his father from earliest childhood

The “Audiencia Provincial” of Barcelona, the provincial appeal court, allowed the appeal brought by this firm and constituted the adoption of an adult in favour of the man who had been his father since he was less than a year old. The court of first instance had refused it on the ground that the statutory requirement of uninterrupted cohabitation was not met.

Covert assignment of hotel leases through the sale of quotas. Corporate autonomy, evasion of the law and piercing the corporate veil

In the hotel business it is common for the tenant of the property or of the going concern to be a capital company, and for the operation to be structured through business premises leases subject to Law 29/1994 on urban tenancies (the LAU) or through leases of a going concern (“arrendamiento de industria”) governed by the “Código Civil”, the Spanish Civil Code. In this context, the sale of quotas (“participaciones”) or shares in the tenant company raises the question of whether it may amount to an assignment without consent or a covert transfer of the lease (“traspaso”), especially where there are clauses prohibiting assignment or transfer. The case law of the “Tribunal Supremo”, Spain's Supreme Court, has repeatedly held that, as a general rule, the transfer of quotas does not entail assignment of the contract, because the legal personality of the tenant company remains unchanged. However, that rule gives way where the corporate transaction is merely instrumental and seeks to circumvent a contractual prohibition, in which case evasion of the law may be found under article 6.4 of the Civil Code and the corporate veil may be pierced. The article analyses this tension between corporate autonomy and evasion of the law, distinguishes the regime of the business premises lease subject to the LAU from that of the lease of a hotel going concern governed by the Civil Code, and sets out the indicators that the case law regards as relevant in characterising a sale of quotas as a covert assignment, with particular attention to contractual practice in the hotel sector.

Dividing is not parcelling out the co-ownership: a judgment on the limits of condominium (“propiedad horizontal”) as a way of dividing jointly owned property

No one is obliged to remain in a co-ownership. That is the starting point of Article 552-10 of the “Código Civil de Cataluña”, the Catalan Civil Code, and the raison d'être of the action for division. From that follows something that seems obvious but is often disputed in practice, a division that leaves the co-owners sharing the resulting properties all over again does not fulfil the purpose of the action. The judgment obtained by this Barcelona law firm confirms this and declares the property physically and legally indivisible, over the opposition of the majority co-owner, who was seeking precisely that.