Share pledge and dividends: the registrar cannot block your bylaws

Key data

If your company finances real estate assets through share pledges, or if you advise corporate financing operations with this type of guarantees, this resolution changes the rules of the game in the Commercial Registry. The Resolution of April 28, 2026 of the General Directorate of Legal Security and Public Faith establishes that commercial registrars cannot block bylaws that assign dividends to the pledgee creditor during the execution of the pledge, provided that the pledge has antichretic nature.

Until now, the Commercial Registrar XIII of Madrid had rejected registering this type of clause arguing that it lacks legal cause and generates unjust enrichment, relying on arts. 1261 and 1274 of the Civil Code. The DGSJFP revokes that negative qualification and opens the door to structuring the assignment of civil fruits to the creditor through bylaws.

What does this regulation establish?

The resolution analyzes the appeal of Aldigavia SAU against the refusal of the Commercial Registrar XIII of Madrid to register a bylaw amendment that assigned to the pledgee creditor the economic rights of the shareholder during the execution of the share pledge.

The legal debate centers on two opposing positions:

The key concept is the antichretic nature of the share pledge: just as in anticresis the creditor receives the fruits of the real estate to apply them to interest and capital, in the antichretic share pledge the creditor can receive dividends as compensation for the guaranteed credit. The DGSJFP recognizes that this is a common practice in structuring guarantees in corporate financing operations.

Economic and operational impact

This resolution has direct practical consequences on three levels:

• Legal certainty in guarantee structuring: Companies can now include in their bylaws clauses that assign dividends to the pledgee creditor during execution, with express support from the DGSJFP against possible negative qualifications from registrars.
• Real estate asset financing: REITs and their subsidiaries, which typically finance assets through share pledges, gain certainty about the registrability of this type of clause, reducing the risk of registry blockages that paralyze operations.
• Reduced structuring cost: Eliminating registry uncertainty avoids litigation costs and delays in closing corporate financing operations. Until now, a registry rejection forced companies to appeal (as Aldigavia SAU did), with the time and economic cost that entails.

The most relevant operational impact is that legal advisors and CFOs can design guarantee structures with greater certainty, knowing that the Commercial Registry cannot reject these clauses by invoking lack of cause or unjust enrichment, provided that the pledge has properly justified antichretic nature.

Who does it affect?

• REITs and their subsidiaries: Directly affected by the resolution, which expressly mentions this type of vehicle as habitual users of share pledges to finance real estate assets.
• Capital companies in general: Any corporation or limited liability company that uses share or partnership pledges as guarantee in financing operations.
• Pledgee creditors: Financial entities and funds that grant secured credit with share pledge and want to ensure dividend collection during execution.
• Commercial registrars: The resolution establishes binding doctrine on the limits of their qualification authority regarding art. 132 LSC.
• Corporate financing advisors: Lawyers, notaries, and financial advisors who structure operations with share pledges must update their bylaw models and their arguments before the Registry.

Practical example

A REIT establishes a subsidiary to acquire a real estate asset. To finance the operation, the financial entity requires a pledge on the subsidiary's shares with antichretic nature: during the credit term and especially in case of execution, the bank will receive the dividends generated by the subsidiary as compensation for the capital lent.

The REIT includes in the subsidiary's bylaws an article that expressly assigns to the pledgee creditor the economic rights of the shareholder during the execution of the pledge. When presenting the bylaw amendment to the Commercial Registry, the registrar rejects it invoking lack of legal cause (arts. 1261 and 1274 CC), as occurred with Aldigavia SAU before the Commercial Registrar XIII of Madrid.

After this resolution, the REIT can successfully appeal to the DGSJFP, which forces the registrar to register the clause. Even better: it can anticipate the rejection by citing this resolution directly in the document presented for registration, reducing the risk of negative qualification from the start.

What should companies do now?

1. Review the bylaws of subsidiaries and investment vehicles that operate with share pledges: check if they already include clauses assigning economic rights to the pledgee creditor or if it is advisable to incorporate them.
2. Update bylaw models in corporate financing operations to include antichretic pledge clauses aligned with the doctrine of this resolution, citing art. 132 LSC as the basis.
3. Inform the financial entity that the registrability of these clauses is now supported by the DGSJFP, which may improve the guarantee negotiation conditions.
4. If you have a pending appeal or a similar negative qualification to that of Aldigavia SAU, use this resolution as a direct argument before the registrar or in the governmental appeal.
5. Consult with a specialist advisor in corporate and registry law to adapt the specific wording of the bylaw clause to the requirements that the DGSJFP considers valid, avoiding new negative qualifications.

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-2026-17247