Mortgage Assignments to Funds and Companies: When the Registry Can Block Them

Key data

Companies and funds that purchase mortgage portfolios from banks face a new registration obstacle: if the registrar detects signs of habitual activity in the acquisition of mortgage credits on consumer homes, it can suspend registration until compliance with Law 2/2009 is proven. This is established by the Resolution of March 2, 2026 of the General Directorate of Legal Security and Public Faith (DGSJFP), published on June 13, 2026.

The specific case affects Siasol Marbella SL, which acquired a mortgage credit from Banco Sabadell and attempted to register it in the Property Registry of Estepona No. 1. The registrar suspended registration upon detecting ten active mortgages in the name of the assignee, which in his view indicated habitual activity subject to Law 2/2009.

What does this regulation establish?

The resolution analyzes a frequent conflict in the mortgage portfolio trading market: when does a non-bank company that acquires mortgage credits on homes of individuals become subject to Law 2/2009?

Law 2/2009 requires those who grant or intermediate mortgage loans with consumers on a habitual basis to:

• Register in the State Registry of mortgage lending companies.
• Subscribe to liability insurance or equivalent guarantee.
• Comply with transparency and information obligations to the debtor.

The legal debate centers on the concept of "habituality". The DGSJFP establishes criteria to determine it:

The resolution strengthens protection of the consumer mortgage debtor against unregulated assignees, requiring that registration obligations be proven before the assignment is registered, not after.

Economic and operational impact

For funds and companies operating in the secondary mortgage market, this resolution has direct operational consequences:

• Registration blockage: Without registration in the State Registry of mortgage lenders and without liability insurance, the assignment is not registered. This can paralyze portfolio trading operations and create legal uncertainty about credit ownership.
• Compliance cost: Registering in the State Registry and contracting liability insurance involves an administrative process and recurring cost that many portfolio buyers had not previously considered.
• Risk in already-closed operations: Companies that have acquired multiple mortgage credits without meeting these requirements may find registrations suspended or challengeable.
• Due diligence impact: Mortgage portfolio buyers will need to include verification of Law 2/2009 compliance in their preliminary analysis as a condition for registration.

Who does it affect?

• Investment funds and companies that purchase portfolios of mortgage credits from banks and financial entities.
• Mortgage servicers that manage or acquire mortgages on homes of individuals.
• Holding and real estate companies that accumulate mortgage credits as assets.
• Assigning banking entities (such as Banco Sabadell in this case), which must verify the regulatory status of the assignee before closing the operation.
• Property registrars, who are authorized and obligated to require this accreditation before registration.
• Consumer mortgage debtors, who benefit from greater protection against unregulated assignees.

Practical example

An investment company acquires from Banco Sabadell a portfolio of ten mortgage credits on homes of individuals on the Costa del Sol. It presents the assignment deed to the Property Registry of Estepona No. 1 for registration.

The registrar, upon consulting the registration history, detects that the company already has ten active mortgages in its name, indicating habitual activity in the acquisition of this type of credit. It applies the DGSJFP doctrine and suspends registration until the company proves:

1. Its registration in the State Registry of mortgage lending companies (Law 2/2009).
2. The existence of a current liability insurance policy.

If the company only has three registered assignments —as Siasol Marbella SL alleged— but the registrar detects ten active mortgages, the burden of proof falls on the company to demonstrate that it does not act with habituality. Without that accreditation, the operation remains registration-blocked.

What should companies do now?

1. Audit the number of active mortgage credits in the company's name in the Property Registry, to anticipate whether the registrar may appreciate habituality.
2. Verify whether the company is registered in the State Registry of mortgage lending companies in accordance with Law 2/2009. If not and it operates habitually, initiate the registration process before the next operation.
3. Contract or review the liability insurance required by Law 2/2009 if the company acquires mortgage credits on consumer homes with habituality.
4. Include in the due diligence of portfolio purchases verification of own regulatory compliance as a prerequisite for registration.
5. Review past operations in which mortgage credits were acquired without proving these requirements, to assess the risk of challenge or registration suspension.
6. Coordinate with the assigning bank (in this case, entities such as Banco Sabadell) so that the assignment contract includes a declaration of compliance with Law 2/2009 by the assignee.

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-2026-12844