Key data
| Regulation | Resolution of May 4, 2026, from the General Directorate of Legal Security and Public Faith |
|---|---|
| Publication | August 10, 2026 |
| Entry into force | Not specified |
| Affected parties | Companies in bankruptcy proceedings that transfer properties and their buyers |
| Category | Real Estate / Bankruptcy Proceedings |
| Case resolved | Appeal of Inmogestión Económica, S.L. against the Property Registrar of Badajoz No. 3 |
| Valid cancellation method | Court order from the Commercial Court |
Buying a premises or warehouse from a company in bankruptcy may seem like an opportunity. But the Resolution of May 4, 2026 from the General Directorate of Legal Security and Public Faith makes clear that this operation carries registry consequences that many buyers do not anticipate: the registrar will register ex officio the bankruptcy circumstances of the seller, and these registrations only disappear by court order.
The specific case involves Inmogestión Económica, S.L., which acquired a premises in Badajoz from a company in bankruptcy proceedings. The Property Registrar of Badajoz No. 3 registered ex officio three bankruptcy circumstances of the transferring party: the bankruptcy declaration, the opening of the liquidation phase, and the approval of the liquidation plan. The buyer appealed arguing that these registrations had not been requested and did not constitute real charges against the new owner. The General Directorate dismissed the appeal.
What does this regulation establish?
The resolution establishes two principles that directly affect any property sale transaction in bankruptcy situation:
- The registrar can and must register bankruptcy circumstances ex officio when bankruptcy documentation is incorporated into the transfer deed. This documentation is necessary to prove the legitimacy of the transferor in bankruptcy situation, that is, to demonstrate that the seller has legal capacity to sell at that time.
- Registry entries already made are under the protection of the courts and cannot be cancelled through administrative appeal. To cancel them, a court order issued by the competent Commercial Court is required.
In practice, this means that an appeal to the General Directorate of Legal Security is not the correct procedure to eliminate these entries. The buyer who wants to clean the registry history of their property must go to the court handling the bankruptcy.
| Bankruptcy circumstance registered ex officio | Who registers it | How it is cancelled |
|---|---|---|
| Bankruptcy declaration | Property Registrar (ex officio) | Court order from the Commercial Court |
| Opening of liquidation phase | Property Registrar (ex officio) | Court order from the Commercial Court |
| Approval of liquidation plan | Property Registrar (ex officio) | Court order from the Commercial Court |
Economic and operational impact
The impact is not a fine or a fee: it is an operational blocking risk on the acquired property. While bankruptcy entries appear in the registry, any subsequent operation on the property (refinancing, sale, mortgage) can become complicated or delayed, since third parties will see these registrations and may require additional clarifications or guarantees.
The real cost for the purchasing company includes:
- Attorney fees for specialists in bankruptcy law to request the court order from the Commercial Court.
- Court fees and costs of the court proceedings.
- Waiting time to obtain the court order, which can extend several months depending on the court's workload.
- Possible paralysis of operations on the property during this period.
Attempting the administrative appeal route, as Inmogestión Económica, S.L. did, also means wasting time and resources on a procedure that the General Directorate will dismiss, as confirmed by this resolution.
Who does it affect?
- Companies and funds that purchase real estate assets from companies in bankruptcy proceedings, especially in liquidation processes.
- Bankruptcy administrators who manage the sale of properties in the liquidation phase.
- Legal advisors and notaries who intervene in transfer deeds where the seller is in bankruptcy.
- Financial entities that finance the acquisition of properties from bankruptcy proceedings.
- Real estate investors who acquire premises, warehouses or offices in bankruptcy processes.
Practical example
The case resolved by the General Directorate is itself the most illustrative example: Inmogestión Económica, S.L. buys a commercial premises in Badajoz from a company that is already in bankruptcy proceedings, in the liquidation phase. The purchase deed incorporates the bankruptcy documentation of the seller (bankruptcy declaration, opening of liquidation, and approved liquidation plan), which is essential to prove that the seller can validly transfer the property.
The Property Registrar of Badajoz No. 3 registers these three bankruptcy circumstances ex officio as entries prior to the transfer. Inmogestión Económica, S.L. appeals to the General Directorate arguing that it did not request these registrations and that they are not real charges against it as the new owner. The General Directorate dismisses the appeal: the entries are already made, they are under the protection of the courts, and only the Commercial Court can order their cancellation through a court order.
Result: the buyer must initiate proceedings before the bankruptcy court to clean the registry, with the cost and time that entails, something that could have been anticipated before signing the deed.
What should companies do now?
- Before signing: If you are going to buy a property from a company in bankruptcy, review with your legal advisor what bankruptcy circumstances appear in the deed. Everything that appears in the bankruptcy documentation incorporated can be registered ex officio by the registrar.
- Negotiate with the bankruptcy administrator: Request that, as part of the operation, the court order for cancellation of bankruptcy entries be processed simultaneously before the Commercial Court. It is more efficient to do it within the framework of the bankruptcy itself than later as a buyer.
- Do not appeal through administrative channels: If the entries are already made, an appeal to the General Directorate of Legal Security will be dismissed, as confirmed by this resolution. The only valid route is the court order from the Commercial Court.
- Go to the Commercial Court: If you have already purchased and the entries are registered, hire a lawyer specialized in bankruptcy law to request the cancellation order before the court handling the seller's bankruptcy.
- Inform your financial entity: If you have or are going to request financing on the property, communicate the registry situation and the cancellation plan to avoid blocks in the credit operation.
Frequently asked questions
Can the registrar register bankruptcy circumstances ex officio without my request?
Yes. According to this resolution, the registrar acted correctly by registering ex officio the bankruptcy declaration, the opening of the liquidation phase, and the liquidation plan of the seller, because this documentation was incorporated into the deed and was necessary to prove the legitimacy of the transferor in bankruptcy situation. The buyer does not need to request it.
How are bankruptcy entries already registered in the registry cancelled?
Only through a court order issued by the Commercial Court handling the bankruptcy. An administrative appeal to the General Directorate of Legal Security and Public Faith is not the valid procedure: this resolution confirms that entries already made are under the protection of the courts and cannot be cancelled through that route.
What happens if I appeal to the General Directorate of Legal Security to cancel the entries?
The appeal will be dismissed, as happened in the case of Inmogestión Económica, S.L. against the Property Registrar of Badajoz No. 3. You will waste time and resources. The correct route is to go to the Commercial Court to obtain the cancellation order.
Are bankruptcy entries registered real charges that affect me as a buyer?
The buyer in this case argued precisely that they were not real charges against the new owner. The General Directorate did not assess this on the merits because the administrative appeal is not the procedure to cancel entries already made. To resolve this substantive issue, it must be raised before the Commercial Court.
How can I avoid this problem before buying a property in bankruptcy?
Review with your legal advisor the bankruptcy documentation that will be incorporated into the deed before signing. Negotiate with the bankruptcy administrator that the court order for cancellation of bankruptcy entries be processed before the Commercial Court as part of the operation, simultaneously or immediately after the transfer.
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-2026-17467