Exchange with works as consideration: the Registry must register it

Key data

An owner who transfers a plot of land in exchange for another contracting party executing demolition and construction works can register that operation in the Property Registry. The registrar of Santa Fe no. 2 suspended the registration of exactly this type of deed, arguing that it was not a technical exchange under article 1538 of the Civil Code, since the consideration was an obligation to perform work and not an obligation to transfer a property. The General Directorate of Legal Security and Public Faith (DGSJFP) has upheld the appeal and revoked that qualification in its resolution of 16 June 2026, published in the BOE on 21 October 2026.

The criterion is clear: the registrar's qualifying function cannot be based on the nomen iuris of the contract, but on the actual cause and sufficiency of the title. If the transaction is properly determined, atypicality is not an obstacle to registration.

What does this resolution establish?

The resolution addresses a very common practical issue in the real estate sector: transactions in which an owner transfers a property in exchange for the other party performing works on that or another property. The legal debate revolves around whether this type of contract can be registered in the Property Registry.

The DGSJFP establishes the following criteria:

• Registration qualification cannot be limited to the contract name. The registrar must analyze the actual cause and sufficiency of the title, not merely check whether the contract fits a typical figure in the Civil Code.
• Atypicality does not equate to non-registrability. An onerous transferable transaction may be registrable even if it is not an exchange in the strict sense of article 1538 CC.
• The contract can be recharacterized as admitted figures. The DGSJFP expressly notes that this type of operation can be qualified as payment by dation or atypical settlement transaction, both supported by the principle of freedom of contract in article 1255 of the Civil Code.
• Requirements for registration. The transaction must be perfectly determined in four elements: intervening parties, property subject to transfer, performances of each party and equivalence of value between them.

Economic and operational impact

This resolution has a direct impact on the viability of real estate operations that combine property transfer with execution of works. These structures are common in:

• Land-for-work operations (the owner transfers the plot and receives constructed units or execution of works on another property).
• Rehabilitation agreements in exchange for transfer of part of the rehabilitated property.
• Demolition and new construction operations in which the owner cedes the plot in exchange for the developer executing the works.

Until now, uncertainty about the registrability of these contracts generated significant operational risk: if the registrar suspended registration, the operation was paralyzed, with notary, management and financing costs already incurred. This resolution eliminates that risk, provided the deed is correctly drafted with the four required elements.

The cost of a negative qualification is not just lost time: it involves appeals, possible deed modifications, new notary fees and, in the worst case, frustration of the operation. The doctrine established by the DGSJFP significantly reduces that risk.

Who does it affect?

• Property owners who wish to transfer land or buildings in exchange for execution of works by the acquirer.
• Developers and construction companies that structure land acquisition operations through in-kind or work considerations.
• Notaries who authorize deeds of this type and must draft them with the requirements established by the DGSJFP to ensure registration.
• Property Registrars, who are bound by this doctrine and cannot suspend registrations merely because the consideration is an obligation to perform work.
• Legal and tax advisors who structure complex real estate operations with non-monetary considerations.
• Financial entities that finance operations on properties whose transfer is structured through this type of contract.

Practical example

A company owning a plot of land in Santa Fe agrees with a developer on the following operation: the company transfers the plot to the developer, and the latter commits to executing demolition works of the existing building and construction of a new one, delivering to the original owning company certain units of the resulting building.

The notary authorizes the deed qualifying it as an exchange. The registrar of Santa Fe no. 2 suspends registration arguing that it is not a technical exchange under article 1538 of the Civil Code, because the developer's consideration is an obligation to perform work (execute the works), not an obligation to transfer a property.

After the appeal, the DGSJFP upholds the appeal and orders registration. The argument: the deed correctly identifies the parties, the transferred property, the performances of each party (transfer of the plot vs. execution of works and delivery of units) and the equivalence of value between them. The contract can be recharacterized as an atypical settlement transaction supported by article 1255 CC. Atypicality does not prevent registration.

What should companies do now?

1. Review pending registration operations. If you have a real estate transfer deed with work consideration that has been suspended by the registrar, this DGSJFP resolution is the argument to file an appeal or request new qualification.
2. Ensure the deed includes the four required elements. Before signing, verify with the notary that the following are expressly stated: identity of the parties, description of the property, detail of the performances of each party (including works) and the equivalence of value between them.
3. Inform the notary of this doctrine. Request that the deed expressly reference the figure of atypical settlement transaction or payment by dation, and cite article 1255 of the Civil Code, to facilitate registration qualification.
4. Consult with the registrar before signing. In operations of certain magnitude, prior consultation with the competent registrar can avoid surprises and unnecessary costs.
5. Review the tax structure of the operation. A real estate transfer with work consideration has implications for transfer tax, VAT and personal income tax that should be analyzed with a tax advisor before closing the operation.

Official source

Consult complete regulation in official source

Notice: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://www.boe.es/diario_boe/txt.php?id=BOE-A-2026-21919