Purchase option denied in Benidorm: key insights for real estate lenders

Key data

A purchase option on a property in Benidorm cannot be registered in the Property Registry when its conditions reveal that, in reality, a loan is being guaranteed in a concealed manner. This is what the Resolution of February 17, 2026 of the DGSJFP establishes, published in the BOE on June 11, 2026.

The resolution does not create a new rule: it reinforces and applies the already consolidated doctrine on the pact commissory, which prohibits the creditor from automatically retaining the property given as guarantee without respecting the debtor's patrimonial balance. What is relevant for the sector is that the registrar—and now the DGSJFP—can deny registration when the numbers do not add up.

What does this regulation establish?

The DGSJFP confirms the denial by the property registrar of Benidorm no. 3 to register a purchase option deed. The reason: the operation presents multiple indicators that the contract conceals a pact commissory, that is, a mechanism by which the lender could retain the debtor's property without respecting the balance between the value of the asset and the debt.

The elements that raised registration alerts are the following:

• Price of option paid to a company unrelated to the property owner, suggesting a triangulated financing structure.
• Purchase price of €80,000 much lower than the appraisal value of €210,098 (a difference of more than €130,000, equivalent to 61.9% of the appraised value).
• Indemnification clause of 37.5% that, in practice, would allow the option holder to acquire the property for only €10,000.
• Possibility of unilateral exercise of the option, without need for the owner's agreement.
• Subrogation in existing mortgages on the property, which adds complexity to the structure and reinforces the appearance of concealed guarantee.

The DGSJFP reiterates that the prohibition of pact commissory is not absolute: a purchase option can be valid even in financing contexts, but only if the valuation of the property is objective and does not generate an unjust patrimonial imbalance for the owner. In this case, the combination of all the previous elements exceeds that tolerance threshold.

Economic and operational impact

For lenders using purchase options as an alternative guarantee instrument, this resolution has direct consequences:

• Risk of registration denial: If the operation does not pass the registrar's scrutiny, the option is not registered. Without registration, the lender loses enforceability against third parties and the legal certainty sought.
• Restructuring cost: Operations already signed but not registered may be left in limbo, forcing renegotiation of terms or search for alternative guarantee formulas (conventional mortgage, pledge, etc.).
• Control over price: The differential between option price and appraisal value is the most visible indicator. A purchase price representing less than 38% of the appraised value—as in this case—is a maximum alert signal for the registrar.
• Indemnification clauses: A clause allowing acquisition of the property for a residual amount (€10,000 in this case) reinforces the appearance of concealed guarantee and increases the risk of denial.

Who does it affect?

• Real estate lenders and debt funds: Especially those that structure alternative financing operations using purchase options as guarantee.
• Property owners in financial difficulty: Who sign purchase options under financial pressure without being aware of registration implications.
• Notaries: Who authorize purchase option deeds with these characteristics and must warn the parties of the risk of registration denial.
• Property registrars: Who apply this control criterion in the qualification of documents.
• Legal and financial advisors: Who design alternative financing structures for their clients.
• Real estate investors: Who acquire purchase options on properties with encumbrances or in financing contexts.

Practical example

Taking the actual data from this resolution: a lender agrees with the owner of a property in Benidorm a purchase option with the following conditions:

• Agreed purchase price: €80,000
• Appraisal value of the property: €210,098
• Indemnification clause: 37.5% of the option price, which allows acquiring the property for €10,000 if this clause is activated
• The option price is paid to a company with no direct relationship to the owner
• The option can be exercised unilaterally and with subrogation in existing mortgages

Result: the registrar denies registration. The lender cannot enforce its right against third parties. If the owner sells to another person or declares bankruptcy, the lender is left without registered guarantee. The DGSJFP resolution confirms that denial: the operation, as structured, conceals a prohibited pact commissory because the patrimonial imbalance is manifest (the owner would lose a property worth €210,098 for a debt whose guarantee is executed for €10,000).

What should companies do now?

1. Review alternative financing operations in portfolio: Identify all purchase options signed or under negotiation where the purchase price is significantly lower than the appraisal value. A differential greater than 30-40% is a warning sign.
2. Verify indemnification clauses: Eliminate or reformulate clauses that allow acquiring the property for residual amounts, as these are the most easily identifiable element as concealed pact commissory.
3. Obtain independent and updated appraisal: Before signing any purchase option with guarantee function, document the real value of the property with approved appraisal. The option price should reflect that value reasonably.
4. Consult with notary and registrar before signing: Request prior opinion on whether the projected structure would pass registration qualification, especially in complex operations with mortgage subrogation or interposed parties.
5. Consider alternative guarantees: If the financing operation requires real guarantee on a property, consider conventional mortgage, which offers greater legal certainty and lower risk of registration denial.
6. Seek advice on impact on already signed but unregistered operations: If a purchase option exists that is signed but not registered due to registration denial, evaluate with legal advisor the available options: renegotiation, challenge or conversion of the guarantee.

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-2026-12679