Purchase options as collateral: the Registry can reject them (price 54% below real value)

Key data

If you have or advise real estate transactions where a purchase option serves as collateral for a loan, this resolution directly affects you. The Resolution of July 10, 2026 from the General Directorate of Legal Security and Public Faith confirms the registry's refusal to register a purchase option deed in Benissa because, in reality, it concealed a loan with real estate collateral.

The message is clear: structuring financing as a purchase option to circumvent the guarantees of the Law 5/2019 on Real Estate Credit Contracts does not work. The Registry detects it and rejects it.

What does this regulation establish?

The resolution responds to an appeal against the refusal of the property registrar of Benissa to register a purchase option deed. The registrar detected that the contract was not a real purchase option, but a financing transaction with real estate collateral in disguise.

The indicators that led to the rejection were the following:

• Price much lower than real value: the sale price set was €200,000, more than 50% below the appraisal value of €435,491, which evidences serious patrimonial imbalance for the owner.
• Monthly payments prior to exercising the option: the structure of periodic payments before exercising the option is characteristic of a loan, not a purchase option.
• Payment toward preferred mortgage: part of the payments were intended to cover a pre-existing mortgage, which reinforces the collateral cause.
• Violation of the pactum commissorium: the entire transaction allowed the lender to keep the property if the debtor did not pay, without going through the judicial mortgage foreclosure procedure.

The resolution confirms the registrar's negative qualification and consolidates doctrine: when a purchase option has a collateral cause—not a sales cause—the Registry can and must reject its registration. Furthermore, this type of transaction violates the Law 5/2019 on Real Estate Credit Contracts and deprives the debtor of the procedural guarantees inherent to mortgage foreclosure.

Economic and operational impact

The impact is not only registral: it is economic and legal for all parties involved.

• For the owner-debtor: if the transaction is not registered, the lender has no real collateral enforceable against third parties. But the owner may have signed a contract that exposes them to losing the property at a price much lower than market value if they do not challenge it in time.
• For the private lender: the transaction remains without registered collateral. They cannot foreclose on the property as a mortgage creditor would. Their investment is at risk.
• For the authorizing notary: the resolution reinforces the responsibility to detect the real cause of the contract before authorizing it.
• For the buyer/investor: if they have paid an option premium or monthly installments, they may lose those amounts if the transaction is declared void.

The patrimonial imbalance in the specific case is €235,491 (difference between the €435,491 appraisal and the €200,000 agreed), meaning the owner would have transferred more than half the real value of their property without going through a foreclosure procedure with all legal guarantees.

Who does it affect?

• Owners in financial difficulty who have signed or are negotiating a purchase option in exchange for immediate liquidity.
• Private lenders (funds, family offices, individuals) who structure financing through purchase options to avoid mortgage regulation.
• Buyers and real estate investors who use purchase options in sale & leaseback transactions or alternative financing.
• Notaries who authorize this type of deed: the resolution reinforces their duty to qualify the real cause of the transaction.
• Legal and financial advisors who design alternative financing structures with real estate collateral.
• Property registrars, who see their qualification authority consolidated in these cases.

Practical example

An owner has a property valued at €435,491 and needs urgent liquidity. A private lender proposes the following structure: sign a purchase option for €200,000, the owner receives money immediately, pays monthly installments to the lender, and if they do not exercise the repurchase within the agreed period, the lender keeps the property for €200,000.

The owner goes to the notary, the deed is signed and presented to the Property Registry of Benissa. The registrar detects the three key indicators: price more than 50% below the appraisal, monthly payments prior to exercising the option, and payment toward a preferred mortgage. She concludes that the real cause is collateral, not sales, and denies registration.

Result: the lender has no registered real collateral. The owner can challenge the contract for violation of the pactum commissorium. The installments already paid remain in litigation. Both parties lose time, money, and legal certainty.

What should companies do now?

1. Review ongoing transactions: if you have active purchase options where the agreed price is significantly lower than the appraisal value or where there are periodic payments prior to exercise, analyze whether they comply with Law 5/2019 requirements.
2. Verify the cause of the contract: before signing or authorizing a purchase option, ensure that the cause is genuinely sales-related, not collateral-related. The price should reflect the real market value.
3. Consult with the registrar before executing the deed: in complex transactions, a prior consultation with the Registry can avoid subsequent rejection and associated costs.
4. Structure alternative financing correctly: if the transaction is actually a loan with real estate collateral, it must be formalized as such—with a mortgage—and comply with Law 5/2019, including its procedural guarantees.
5. Review contracts already signed but not registered: if there are deeds pending registration with these characteristics, evaluate the risk of registry rejection and the consequences for both parties before presenting them.

Official source

Consult complete regulation at 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-2026-22057