The Directorate General for Legal Certainty and Public Faith has confirmed that statutory amendments seeking to grant a pledgee the economic rights (such as dividends) of pledged shares upon default cannot be registered in the Mercantile Registry (Facts I). The ruling establishes that a pledge is merely a security right and that assigning proprietary rights to the creditor without justified cause would violate the requirement for legal causation and constitute unjust enrichment (Legal Grounds).
For companies (in this case, a single-shareholder public limited company), statutory clauses attempting to automatically transfer ownership of civil fruits or economic rights derived from a share pledge to the creditor will be rejected by the Mercantile Registrar (Legal Grounds). Pledgees cannot appropriate dividends or liquidation proceeds solely by virtue of being creditors, as ownership of the pledged asset remains with the debtor until expropriation occurs (Arts. 1869 and 1959 of the Civil Code).
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