Pledge of shares: the registrar must register the rights of the pledgee creditor

Key data

If your company uses shares as collateral in financing transactions—or if you are the lender receiving them—this resolution changes the rules of the game. The Commercial Registrar XIII of Madrid refused to register a statutory amendment of several subsidiaries of Gop Properties Socimi that attributed to the pledgee creditor the exercise of shareholder rights from the notification of breach and the admission of pledge execution.

The DGSJFP, in its Resolution of April 28, 2026 (published in the BOE on August 7, 2026, reference BOE-A-2026-17250), granted the appeal and ordered registration. The central argument: article 132 of the LSC expressly allows bylaws to attribute the exercise of rights to the pledgee creditor, and antichretic pledges are common practice in the financial market.

What does this regulation establish?

The resolution revolves around a conflict between financial practice and registration qualification. The statutory article rejected established that, from the notification of breach and the admission of pledge execution, the pledgee creditor assumed the shareholder rights corresponding to the pledged shares.

The registrar cited two reasons for denying registration:

• Unjust enrichment: he considered that attributing shareholder rights to the creditor without additional consideration could generate unjust enrichment.
• Lack of cause: he understood that the clause lacked sufficient legal justification to access the Commercial Register.

The DGSJFP rejected both arguments and established clear doctrine:

Economic and operational impact

This resolution has a direct impact on the structuring of corporate financing transactions with share collateral. Until now, registration uncertainty could lead lenders to demand additional guarantees or more complex (and costly) structures due to the risk that the antichretic clause would not be registrable.

With the doctrine established by the DGSJFP, the practical consequences are:

• Lenders (funds, financial institutions, investors) can negotiate with greater legal certainty the inclusion of shareholder rights as part of the guarantee package.
• Borrowing companies can offer antichretic pledges without risk of the clause being excluded from the Register, which strengthens the guarantee and can improve loan terms.
• Commercial registrars are bound by this doctrine: they cannot deny registration of equivalent clauses citing the same reasons.
• Financing transactions for SOCIMIs and real estate vehicles—as is the case with Gop Properties Socimi—are especially benefited, given their intensive use of financing structures with share collateral.

Who does it affect?

• Capital companies (SL and SA) that use their shares or stock as collateral in financing transactions.
• SOCIMIs and real estate vehicles with corporate financing structures based on share pledges.
• Pledgee creditors: debt funds, credit institutions, investors who receive shares in pledge as loan collateral.
• Lawyers and corporate advisors who draft bylaws and structure financing transactions.
• Commercial registrars, who must apply the doctrine established by the DGSJFP.
• Notaries who intervene in the amendment of bylaws with this type of clause.

Practical example

A SOCIMI—such as the subsidiaries of Gop Properties Socimi that promoted this appeal—obtains financing from a debt fund and offers the shares of its operating subsidiaries as collateral. In the bylaws of those subsidiaries, a clause is included that establishes: from the moment the SOCIMI notifies the loan breach and the fund admits the pledge execution, the fund assumes shareholder rights (voting, information, dividends).

Before this resolution, the Commercial Registrar XIII of Madrid refused to register that clause, alleging unjust enrichment and lack of cause. Result: legal uncertainty for the lending fund, which could not rely on its guarantee working as agreed.

Following the DGSJFP resolution, that same clause must be registered. The fund now has full certainty that, in case of default, it can exercise shareholder rights from the moment of breach, without waiting for complete judicial execution. This strengthens the guarantee and can translate into better financing terms for the SOCIMI.

What should companies do now?

1. Review bylaws: if your company has pledged shares or plans financing transactions with this type of collateral, verify whether the bylaws include or should include an antichretic clause in accordance with art. 132 LSC.
2. Update pledge contracts: ensure that share pledge contracts make express reference to the statutory clause and the moment of activation of the creditor's rights (notification of breach + admission of execution).
3. Amend bylaws if necessary: if the clause is not registered or was previously rejected by the registrar with arguments similar to those in this case, the DGSJFP resolution now supports its registration. Consult with your legal advisor to initiate the statutory amendment process.
4. Inform pledgee creditors: if you are a lender with pledged shares, verify that the bylaws of the debtor company include this clause and that it is properly registered in the Commercial Register.
5. Apply the doctrine in future transactions: for new corporate financing transactions with share collateral, include the antichretic clause in the bylaws from the start and ensure its registration before closing the transaction.

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-2026-17250