Purchase option denied at Registry: what owners must do in 2026

Key data

Faster 2000 S.L. exercised a purchase option on undivided participations of 0.50% of two properties in Barrika and executed the corresponding deed. The Bilbao Property Registry no. 11 denied registration. The General Directorate of Legal Security and Public Faith, in its Resolution of June 12, 2026, confirmed that denial. The reason: the company did not notify the current registered owners of its intention to exercise the option before executing the deed.

This case is not a minor technicality. It clearly marks what happens when the original owner of a property changes during the validity of a purchase option and the option holder does not adapt their exercise procedure to that new registry reality.

What does this resolution establish?

The DGSJFP confirms the denial by the Bilbao Registry no. 11 based on two formal and substantive defects in the exercise of the option:

The current registered owners had acquired the properties through judicial adjudication in division of common property, that is, through a prior judicial process that changed ownership. Faster 2000 S.L. did not update its option exercise procedure to account for this change.

The resolution makes clear a fundamental principle: the fact that a purchase option is registered at the Registry does not exempt the option holder from respecting basic registry principles. Specifically, a transfer cannot be registered without the intervention of the current owner or without a final judicial resolution that substitutes for them.

Economic and operational impact

The practical consequences of this type of error are significant for any company managing portfolios of purchase options:

• Loss of right: If the option period expires while subsanation is being processed, the right is extinguished with no possibility of recovery.
• Duplicate notarial and registry costs: A new properly executed deed must be executed, with associated costs.
• Risk of litigation: If the new registered owner does not cooperate voluntarily, the option holder must resort to judicial proceedings to obtain the final resolution that allows registration.
• Paralysis of operations: The property remains operationally blocked until the registry situation is resolved, with impact on any development plan or subsequent sale.

In the specific case, Faster 2000 S.L. exercised the option on participations of 0.50% of two properties, indicating that these are undivided shares of small percentage. Even so, the DGSJFP does not admit exceptions based on the small size of the participation: registry principles apply regardless of the percentage transferred.

Who does it affect?

• Companies with registered purchase options on properties whose ownership may have changed since the option was created (inheritances, sales, judicial adjudications, divisions of common property).
• Real estate funds and patrimonial companies that manage portfolios of purchase option rights on multiple properties.
• Developers and promoters that use purchase options as a preliminary instrument to property acquisition.
• Legal advisors and notaries who execute the exercise of purchase options and must verify updated registry ownership before execution.
• Property owners burdened with purchase options, especially if they have acquired through judicial or hereditary means and may receive notifications of exercise of prior options.

Practical example

A real estate company created a registered purchase option on a property in Barrika in 2022, with a four-year exercise period. In 2024, the heirs of the original owner obtain judicial adjudication of the property in a division of common property process and are registered as new registered owners.

In 2026, the company decides to exercise the option. It executes the deed before a notary citing the original owner (no longer registered owner) and, once executed, attempts to notify the heir adjudicatees. The Registry denies registration for the same two defects as in the Faster 2000 S.L. case: the notification was after execution and the deed was signed by someone who was no longer the beneficial owner.

The correct solution would have been: before executing the deed, reliably notify the current registered owners (the heirs) of the intention to exercise the option, await their response or the established period, and only then execute the deed with their intervention or, failing that, with the backing of a final judicial resolution.

What should companies do now?

1. Audit all registered purchase options in portfolio: Verify whether the registry ownership of affected properties has changed since the option was created (consult the corresponding Property Registry).
2. Identify ownership changes through judicial or hereditary means: Judicial adjudications in divisions of common property, inheritances, or mortgage foreclosures are the most common cases of owner change without option holder intervention.
3. Notify the current registered owner in advance before executing the deed: The notification must be reliable (registered mail with receipt, notarial deed of notification) and made before, not after, execution of the option exercise deed.
4. Review the expiration periods of each option: If the period is about to expire and there is a change of registered owner, act urgently to prevent the option from expiring during the subsanation process.
5. Coordinate with the notary for prior registry verification: Before setting an execution date, confirm who appears as owner in the Registry at that exact moment.
6. If the new owner does not cooperate, consider judicial proceedings: A final judicial resolution can substitute for the registered owner's intervention and allow registration, but requires time and procedural cost.

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-2026-22015