BOE-A-2026-13169 ·17 June 2026 ·Resolution Low impact
Tax

Companies: shareholder consent may substitute for lack of board resolution in asset purchases

The Directorate General for Legal Certainty and Public Faith has ruled on an appeal regarding the registration of a real estate purchase by a company. The Registrar refused registration, claiming that authorisation from the general meeting for the acquisition of an essential asset (Art. 160.f LSC) had not been proven. However, the sufficiency of the director's declaration regarding the other shareholder's consent was considered, particularly in companies in the formation stage (Art. 37.2 LSC).

In 2 key points

  1. The competence of the general meeting includes the acquisition of essential assets (Art. 160.f LSC). (art. 160.f LSC)
  2. Possibility of proving shareholder consent in companies in the formation stage (Art. 37.2 LSC). (art. 37.2 LSC)

How it affects those involved

For companies (especially those in the formation stage or with few shareholders), the ruling suggests that expressing shareholder consent may suffice for registration purposes, even in the absence of formal meeting minutes, provided it is proven that the transaction does not compromise the entity's structure. Companies should be cautious when determining the essentiality of their assets to avoid refusals at the Land Registry.

Lifecycle

2026-06-17PublishedPublished 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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