New obligations for the Large Holder in Catalonia

This reform seeks to control large property owners, improve access to housing in high-pressure areas and establish new notarial obligations in sales. Furthermore, it affects taxation and expands the number of owners required to register in the Large Holders Registry, with significant legal and economic implications.

Below, we analyse in detail the main changes of this regulation and its impact on real estate transactions in Catalonia. The most relevant changes that we will detail below are the following:

1. New definition of large holders.
2. Large Holder Certificate from the Property Registry.
3. New Requirements for the Formalisation of Sales Deeds.
4. Modification of the right of first refusal and redemption in favour of the Generalitat de Catalunya.
5. Increase of the Property Transfer Tax for Large Holders in Catalonia. (pending approval)

The Law 24/2015, of 29 July, on urgent measures against the housing emergency and energy poverty, introduced the concept of large holder of housing to apply restrictions on the transfer of properties and strengthen social housing policies.

With the recent reform of Law 2/2025, a large holder is considered in Catalunya to be any natural or legal person who meets at least one of the following conditions:

• Being the owner of five or more urban properties in tense market areas in Catalonia.
• Owning in Spain more than 10 urban residential properties.
• Having in Spanish territory a built area exceeding 1,500 m² intended for housing.

This definition acquires a key relevance within the new regulatory framework, as it imposes greater obligations on large holders and strengthens administrative control over the purchase and management of real estate assets. Among the most significant changes are:

• Restrictions on sale and rental in high-demand areas: Requirements for the transfer of housing are tightened, with special attention to tenant protection and the right of first refusal and withdrawal of the administration.
• Strengthening of notarial control: New documentary requirements and prior certifications are established before the formalisation of deeds, ensuring compliance with current regulations.
• Tax modifications for large holders: Changes are introduced in the taxation of real estate transactions, eliminating tax benefits and increasing tax burdens on certain transactions.

The large housing holders, whether individuals or legal entities, are required to register in the Register of Large Housing Holders of Catalonia, created under the Decree Law 2/2025. This measure aims to identify owners with a significant volume of residential properties and ensure greater control over the housing supply in the real estate market.

Although the specific details of the registration procedure are still pending regulatory development, the regulation establishes that owners who meet the large holder criteria must notify the Housing Agency of Catalonia. Registration must be carried out as soon as the holder acquires this status, either through the acquisition of new properties or due to a change in the classification of an area as a strained residential market (ZMRT).

This register not only seeks to improve transparency and administrative control over the housing stock in Catalonia, but also to facilitate the exercise of the rights of first refusal and withdrawal by the Generalitat. In this way, it aims to prevent the accumulation of housing in the hands of large owners without ensuring its proper use and availability in the market.

In every deed of sale before a Notary or deed of transfer of real estate granted by a legal entity, the representative must expressly declare whether or not the transferring entity holds the status of a major holder.

Depending on this declaration, the following requirements must be met:

1. If the legal entity is a major holder in Catalonia: It will be mandatory to notify the intention to transfer the property to the Catalan Housing Agency, in accordance with the provisions of article 2 of Decree Law 1/2015. This notification will allow the administration to exercise its right of first refusal or redemption, if applicable, and, where appropriate, to submit the administration's negative communication regarding the acquisition of the property or its silence on the matter.
2. If the legal entity is not a major holder: The registration certificate proving this status must be submitted, in accordance with the transitional provision of Decree Law 1/2015, amended by Decree 2/2025. This certificate can be obtained directly at the notary's office.

To determine whether a transmitting legal entity holds the status of a large housing holder, the registration certificate must include the CRUs (Unique Registration Codes) of all properties whose registered ownership (whether in freehold or housing usufruct) corresponds to it within the national territory.

The criteria to assess this status are as follows:

1. If the certificate shows four or fewer CRUs, it will be proven that the entity is not a large holder.
2. If eleven or more CRUs appear, adding all properties within the national territory, the legal entity must be considered a large holder for legal purposes.
3. If the certificate records between five and ten CRUs, it may be the case that the legal entity is considered a large holder if it owns at least five homes in high-demand areas of Catalonia.

If the grantor claims not to be a large holder, they must provide documentation proving that some of the CRUs do not correspond to homes or that they are no longer part of their assets.

It is important to bear in mind that the Property Registry publishes registered ownership but does not necessarily identify the actual owners. Therefore, if the certificate shows CRUs that do not belong to the transmitting legal entity, the Notary must record this circumstance in the deed of sale. In these cases, it is recommended to authorise a notarial record detailing the documents that justify this situation.

If it is proven that the transmitting party is not a large housing holder, the deed may be formalised without the need to carry out prior notification within the framework of the right of first refusal.

In any case, the registration certificate must be incorporated into the deed by means of a notarial testimony.

According to the provisions of the Decree Law, the registration certificate must be provided by the transferor. However, as has been noted, it can also be obtained directly from the notary. This document must reflect the registration status at the time of the execution of the deed of sale, so its date of issue must be as close as possible to the authorisation of the deed.

The certificate can be obtained electronically through the electronic registration office, where it is available under the name "Certification of Location of the Law". To request it, you can access the following link: Certification of location of Law 12/2023 on the right to housing.

It is important to point out that, in the certificate issued by the Property Registry, two paragraphs may appear with apparently similar content, but with significant differences:

• In one of them, it may be indicated that there are no registered properties in the name of the legal entity, based on the query made with its CIF.
• In the other, a list of CRUs corresponding to dwellings may appear, which is due to the search being carried out by the company name instead of the NIF, and there may be matches with other entities.

This duplication is due to the fact that, in some cases, the registry database does not contain updated information about the CIF of certain entities, which can cause discrepancies in the results.

The right of first refusal and redemption in favour of the Generalitat de Catalunya is a key tool in the regulation of the real estate market and the expansion of the public housing stock. Its legal basis is found in article 15 of Law 18/2007, on the Right to Housing, and in article 2 of Law 1/2015, which establish these preferential acquisition rights in favour of the Catalan Administration in certain real estate transfers.

Initially, these regulations allowed the Generalitat to exercise these rights in the sale of homes that had been acquired through mortgage foreclosure processes or by payment in kind. However, with the approval of Decree Law 2/2025, a significant amendment has been introduced to broaden its scope, including transfers made by a large holder in Catalunya, when it concerns homes in strained residential market zones (ZMRT).

The main objective of this regulation is to guarantee access to housing and strengthen its social function, preventing speculation and facilitating its incorporation into the public housing stock.

To fulfil this purpose, owners subject to these conditions must notify the Generalitat of their intention to transfer the property, allowing the Administration to exercise its right of preferential acquisition within the deadlines and conditions established by law.

In certain transfers of housing, it is mandatory to respect the right of first refusal, which implies the need to notify the competent administration before formalising the transaction. This requirement affects certain legally regulated cases, especially in the case of housing located in high-demand areas and when the transferor is a large holder.

For a transfer to be subject to this right, the following conditions must be met:

1. The transferred asset must be a dwelling.
2. The dwelling must be located in an area declared as a high-demand residential zone.
3. The transferor must be a legal entity with the status of a large holder.
4. It must not be a newly built dwelling transferred to a natural person for their own use.

If these requirements are met, the transferor must follow the procedure established in Royal Decree 1/2015, of 24 March, in accordance with the provisions of its article 2, paragraph 2.

In accordance with the provisions of the Decree Law, in the case of newly built homes, it will not be necessary to follow the notification procedure provided for the right of first refusal if the purchaser is a natural person and expressly states in the deed of sale that they will use the property for their own use.

This declaration in the deed will be sufficient to prove the exception, without requiring additional notification procedures.

Together with the measures introduced by Decree Law 2/2025, Decree Law 5/2025, of 25 March has been approved, which has modified the Property Transfer Tax (ITP) in certain real estate transactions. This measure particularly affects sales involving large housing holders and represents a significant change in real estate taxation in Catalunya.

Among the introduced modifications, a new 20% tax bracket in the ITP has been created for transfers made by large owners. This same rate also applies to the sale of entire buildings, with or without horizontal division.

Exceptions are contemplated in the application of this tax increase. Specifically, the 20% rate will not apply in the following cases:

• If the buyer is a natural person.
• If the transferred building has fewer than five dwellings and the purchaser uses the units as their main residence or that of their direct family members for at least three years.

Another relevant aspect of Decree Law 5/2025 is the abolition of the 70% tax relief on ITP, which until now benefited certain real estate companies in the transfer of housing. With this measure, the Generalitat seeks to strengthen control over the real estate market, promote access to housing and limit speculative accumulation of properties by large holders in Catalunya.