Share pledge: bylaws CAN grant economic rights to the pledgee creditor during pledge execution

Key data

If your company uses share pledges as collateral in financing operations, this resolution directly affects you. The Commercial Registrar XIII of Madrid rejected the registration of a bylaw article of Ortega y Gasset Park SAU that granted the pledgee creditor the rights of a shareholder—including economic rights, such as dividends—from the beginning of pledge execution. The General Directorate of Legal Security and Public Faith (DGSJFP) has upheld the appeal and made clear that this rejection has no sufficient legal basis.

The resolution, published on August 7, 2026 with reference BOE-A-2026-17248, has direct implications for any company that uses share pledges in corporate financing operations and wants to statutorily protect the creditor's rights.

What does this regulation establish?

The conflict revolves around article 132 of the Capital Companies Law (LSC), which regulates the exercise of rights by the pledgee creditor. The registrar argued two reasons for rejecting the registration:

• The attribution of economic rights to the pledgee creditor lacked legal cause.
• Such attribution generated unjust enrichment for the creditor.

The appellant company, Ortega y Gasset Park SAU, refuted both arguments with solid reasoning: in commercial practice, share pledges typically have antichretic nature. This means the creditor receives the civil fruits—such as dividends—as compensation for the credit granted, in a manner analogous to how antichresis works with real estate.

The DGSJFP sided with the company and established that statutory autonomy allows expanding the pledgee creditor's powers beyond what is provided in art. 132 LSC, as long as there is a reasonable commercial justification. The antichretic pledge of shares is precisely that justification.

Economic and operational impact

This resolution has a direct impact on the structuring of guarantees in corporate financing operations. Until now, uncertainty about whether the registrar would register this type of clause generated legal uncertainty and could increase costs or complicate the negotiation of secured loans with share pledges.

With this resolution, capital companies can now:

• Include in their bylaws clauses that grant the pledgee creditor economic rights (dividends, distributions) from the beginning of pledge execution, with greater certainty that they will be registered.
• Negotiate more favorable financing conditions, since the creditor is guaranteed access to the civil fruits of the pledged shares.
• Reduce the cost of capital in operations where the share pledge is the main guarantee, by offering the lender more comprehensive coverage.

The operational risk that is eliminated is significant: without this clarity, a bylaw clause rejected in the registry could render the entire guarantee structure agreed with the financier ineffective, forcing renegotiation or the search for more expensive alternative guarantees.

Who does it affect?

• Capital companies (SA and SL) that use or plan to use share pledges as collateral in financing operations.
• Pledgee creditors (financial institutions, debt funds, private investors) that finance with share collateral and want to ensure dividend collection during execution.
• Commercial registrars, who are bound by the DGSJFP's criteria: they cannot reject this type of bylaw clause with the arguments used in this case.
• Legal advisors and CFOs who structure corporate financing operations with share guarantees.
• Corporate lawyers and notaries who draft bylaws with pledge clauses.

Practical example

A holding company—similar to Ortega y Gasset Park SAU—obtains a loan from a private debt fund and offers as collateral the shares it holds in an operating subsidiary. To protect the lender, the shareholders agree to include in the bylaws a clause that grants the pledgee creditor all economic rights of the shareholder—including dividends—from the moment pledge execution begins.

Before this resolution, the commercial registrar could reject that clause alleging lack of cause or unjust enrichment, leaving the guarantee incomplete. After the DGSJFP resolution, the registrar cannot reject that registration with those same arguments. The clause is valid because the pledge has antichretic nature: dividends are the civil fruits that compensate the creditor for the credit granted, exactly like interest in an ordinary loan.

The practical result: the lending fund accepts more favorable conditions for the company because its position as creditor is better protected statutorily.

What should companies do now?

1. Review the bylaws if your company has or plans to have share pledges: check if they already include clauses on the pledgee creditor's rights during execution and if they are aligned with this resolution.
2. Modify the bylaws if you want to statutorily protect the pledgee creditor's economic rights: draft the clause with legal advisor support and submit it for registration in the commercial registry with the backing of this DGSJFP resolution.
3. Use this resolution as an argument with the registrar if you already have a similar clause rejected: resolution BOE-A-2026-17248 is the direct precedent for appealing a negative qualification in similar terms.
4. Review current financing contracts with share pledge collateral: assess whether the current structure adequately covers the creditor during execution or whether it is advisable to renegotiate the conditions taking advantage of this greater legal certainty.
5. Inform your company's M&A and financing team or advisory firm: this resolution changes the standard of what can be registered in bylaws regarding share pledges, and should be incorporated into the checklist of any corporate financing operation with this type of guarantee.

Official source

Consult complete regulation in official source

Disclaimer: 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-2026-17248