BOE-A-2026-12684 ·11 June 2026 ·Resolution Low impact
Tax

Companies: administrator's self-dealing requires General Meeting authorisation for registration

The Directorate General for Legal Certainty and Public Faith has ruled on the validity of a sale and purchase agreement where the same individual acts as the joint administrator for the seller and the sole administrator for the buyer. It is established that, to prevent conflicts of interest and ensure the protection of those represented, a sole administrator may only engage in self-dealing if they have authorisation from the General Meeting or if the structure of the transaction manifestly excludes a conflict of interests (legal grounds).

In 2 key points

  1. Self-dealing by a sole administrator requires authorisation from the General Meeting to be valid and effective (fundamentos de Derecho)
  2. An administrator may only engage in self-dealing if the structure of the transaction manifestly excludes a conflict of interests (fundamentos de Derecho)

How it affects those involved

For commercial companies, the actions of an administrator representing both parties in a contract (self-dealing) are subject to strict validity controls. If a certificate from the General Meeting authorising such self-dealing is not provided, the Land Registry will suspend the registration of the deed, assuming the risk that the act may be void due to a conflict of interests (Articles 1259 and 1727.2 of the Civil Code).

Lifecycle

2026-06-11PublishedPublished in the BOE
Official text Based on BOE data (boe.es). Information, not advice.
PDF on boe.es

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This analysis is informational only and does not constitute legal advice or create a client-adviser relationship. BM Consulting.
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