What is the co-owners' right of redemption (“retracto de comuneros”)?

Question

José Manuel Alburquerque · Accepted Answer

It is the right of each of the co-owners of an asset, known as “comuneros”, to take over the share that another co-owner sells to an outsider, paying the same price and on the same terms. It serves to prevent someone the others have not chosen from joining the co-ownership. In Catalonia, the co-owner who is selling must first notify the others, who have one month to buy the share at that price, which is known as the right of first refusal (“tanteo”). If the seller did not notify them, or sold at a different price or on different terms, the others have three months to take over the share sold, which is the right of redemption (“retracto”) in the strict sense. When it applies The “Código Civil de Cataluña”, the Catalan Civil Code, grants it when a co-owner sells their share to someone who is not a co-owner, or transfers it in some other way in exchange for a price or something of value. All the other co-owners have it, whatever the size of their share. It does not exist in these cases: If the share is given away or left in a will, because there is no price. If it is sold to another of the co-owners, because no outsider comes in. If this right was excluded when the co-ownership was created or if the others waived it. When the asset is a property, the exclusion or advance waiver is only valid if it is set out in a public deed. How it works The prior notice is given by a means that leaves a record, such as a “burofax” (a certified letter with proof of content) or a formal notice served through a notary. It must state the price and the terms of the sale. The month to buy runs from that notice. If there was no notice, or the sale was made at a different price or on different terms, the three months run from when the others learn of the sale and its terms or from when it is registered at the “Registro de la Propiedad”, the Land Registry. The co-owner takes over the share for the same price or value and on the same terms as were agreed with the buyer. If several co-owners want to exercise it, they share out the part sold in proportion to what each of them owns. For example, if, of the three owners of commercial premises, the one with 50 % sells their share and the other two, with 25 % each, claim it, each takes half of what was sold and ends up with 50 % of the premises. If other people also have a right over the same sale, such as the tenant or, in the case of rural land, the adjoining neighbour, the co-owner comes first. This right does not prevent anyone from selling or oblige anyone to buy. It is different from applying for division of the co-owned property, which is another way of leaving the co-ownership. In most of the rest of Spain, the Spanish Civil Code (“Código civil”) does not provide for prior notice or the month to buy. The other co-owners only have nine calendar days to take over the share sold, from when the sale is registered at the Land Registry or, if it is not registered, from when they learn of it.