Chattel mortgage and pledge without displacement: real guarantees on movable goods with full legal certainty
Not all real guarantees fall on real estate. In legal and economic transactions, it is common for individuals, professionals or companies to need financing by providing movable goods, rights or concessions as backing for their obligations.
Mortgages for companies and pledges without relocation with real guarantees beyond the property
The Law on Chattel Mortgage and Pledge without Displacement of 16 December 1954 and the Regulation of the Law on Chattel Mortgage and Pledge without Displacement of Possession, approved by Decree of 17 June 1955, still in force with specific amendments, allow these guarantees to be constituted with full legal and registry security, under notarial control and with registration in the Registry of Movable Property.
These are two figures —the chattel mortgage and the pledge without displacement— which, although sharing origin and purpose, differ in their legal regime and the assets on which they may be imposed. Both are especially useful for professional or business sectors that need to finance their activity without resorting to real estate: from workshops or clinics to healthcare establishments and pharmacies.
What is a chattel mortgage? Concept, purpose and usefulness
Concept and legal basis
The chattel mortgage is a real security right that allows certain movable goods to be pledged as security for an obligation, without the need for the creditor to possess them. Its regulation is found in articles 12 and following of the Law of 1954, and it is constituted by public deed, as indicated in article 3.
Unlike the real estate mortgage, the chattel mortgage applies to specially identified movable goods, with the debtor retaining possession and use of the asset. The creditor enjoys a real right effective against third parties, which is only perfected by registration in the Register of Movable Property.
Classes of chattel mortgages according to their purpose
The law distinguishes various types, depending on the nature of the mortgaged asset.
Motor vehicles and mobile equipment
Articles 34 to 37 of the law allow the mortgaging of cars, lorries, trams, railway wagons and other registered vehicles.
The mortgage requires recording the identifying data (chassis number, registration number, engine, power, etc.) and is registered in the Registry of Movable Property of the province where the vehicle is registered. The mortgaged vehicle must be insured against theft, loss or damage, for an amount equal to or greater than the mortgage liability.
Aircraft
Aircraft can be subject to chattel mortgage provided they are registered in the Commercial Registry of the province where they are registered. Foreign aircraft can also be mortgaged, in accordance with international agreements and the principle of reciprocity. The law even allows aircraft under construction to be mortgaged when at least one third of the total budget has been invested, with the guarantee being provisionally registered until completion.
The mortgage extends, unless otherwise agreed, to all elements intended for the service of the aircraft — engines, propellers, navigation equipment, tools and inventoried spare parts.
Industrial machinery
Articles 42 to 44 LHMPSD authorise the mortgage on machines and installations related to an industry, provided they are registered in the industrial census in the name of the mortgagor.
The Resolution of the DGRN of 2 April 2013 recalled that machinery can be mortgaged in three ways:
- As part of a mortgaged commercial establishment.
- As an extension of a real estate mortgage (art. 111 LH).
- Or independently, if it is perfectly identified.
The owner of the machines must preserve and maintain them in good condition, and the creditor may declare the obligation due if misuse occurs or inspection is refused.
Commercial establishments
It is one of the most relevant figures in practice.
The chattel mortgage can be placed on a business in operation, including its leasehold right over the premises, fixed or permanent installations, trade name, trademarks and machinery intended for the exercise of the activity.
Article 19 requires that the holder be the owner or tenant of the premises, and article 24 obliges notification of the mortgage to the landlord by notarial deed.
The Supreme Court Judgment 243/2007, of 23 February, highlighted the differences between the mortgage consented to by the landlord — which limits their termination powers — and the non-consented one.
In turn, the Resolution of the DGRN of 1 February 2012 expressly admitted the chattel mortgage of a pharmacy office, despite the acquisition of the establishment not being previously registered, considering that article 68.a) of the Law allows the mortgage deed to be registered without prior registration of ownership.
Consequently, a chattel mortgage can be constituted on regulated establishments that include intangible elements (licenses, goodwill, contracts), provided they are transferable and identified.
Learn more about the chattel mortgage of pharmacies in this article:
Industrial or intellectual property
Articles 45 to 51 allow patents, trademarks, copyrights or cinematographic works to be mortgaged.
The mortgage extends, unless otherwise agreed, to adaptations, new editions or improvements of the work or invention. The creditor may renew or rehabilitate the mortgaged rights if the holder does not do so.
The Resolution of the DGRN of 2 April 2013 confirmed that the mortgage is valid as long as the asset is clearly identified and in force in the corresponding Register.
In this area, the Resolution of 24 June 2025, of the Directorate General of Legal Security and Public Faith, states that the Register of Movable Property does not replace the administrative registers of industrial or intellectual property, but acts in a complementary manner.
Its function is not to register the ownership of the right, but the real guarantee constituted over a right previously registered in the corresponding administrative register. In this way, both registers operate in a coordinated manner: the administrative register certifies the existence of the right, and the Register of Movable Property publicises the mortgage constituted over it, guaranteeing its enforceability against third parties.
Formalisation and registration effects
Every chattel mortgage requires a notarial public deed with the mentions of article 13 LHMPSD: identification of the debtor and creditor, description of the asset, guaranteed amount, interest, costs and address for notifications.
The registration in the Registry of Movable Property is constitutive: without it, the mortgage does not legally exist against third parties.
The encumbered asset must be kept in good condition, insured when appropriate and maintained in the designated place.
The non-possessory pledge: flexible guarantee on movable goods and rights
Concept and differences with the ordinary garment
The non-possessory pledge is a real security right that, like the chattel mortgage, allows the debtor to retain possession of the pledged asset.
It differs from the ordinary pledge of the Civil Code in that the latter requires delivery of the item to the creditor (possession), whereas in the non-possessory pledge the asset remains in the debtor's possession, subject to registration in the Registry of Movable Property for its effectiveness against third parties.
Its regulation is contained in articles 52 to 74 of the Law of 1954, amended by Law 41/2007, which expanded the assets susceptible to pledge.
Goods subject to pledge without removal
Articles 52 and 53 include an open list of assets on which this guarantee may fall:
Agricultural, forestry and livestock operations
Both pending fruits and expected harvests, animals, offspring, products and agricultural or forestry machinery can be pledged as collateral.
Machinery and identifiable movable goods
The non-displacement asset may be constituted on machines, tools, computer or industrial equipment that do not meet the requirements of the chattel mortgage.
Merchandise, raw materials and artistic objects
Stock in warehouse, raw materials or collections of historical or artistic value are included.
Credits, concessions and administrative licences
The 2007 reform allowed the pledging of credit rights, including future ones, as well as licences or concessions provided they are transferable.
The Resolution of the DGRN of 30 May 2016 and 31 May 2016 admitted the pledging of taxi licences.
The pledging of pharmacy office licences, understood in the strict sense as the establishment of a pledge over the exploitation rights derived from the administrative authorisation, is considered legally admissible provided that the ownership of the holder is proven and the licence is transferable in accordance with the applicable regional legislation.
The Resolution of the DGRN of 15 June 2016 confirmed this possibility, understanding that a pledge without transfer over a pharmacy licence is valid when regional legislation allows its transfer and there is no express prohibition. The Resolution of the DGRN of 28 March 2017 extended this criterion to pharmacy licences, indicating that the exploitation rights derived from the administrative authorisation may be subject to a pledge without transfer, registrable in the Registry of Movable Property.
And more recently, the Resolution of the DGSJFP of 22 October 2024 admitted the pledging of a photovoltaic installation, reinforcing the open nature of assets susceptible to guarantee.
Formal requirements and effects
The non-possessory pledge is constituted by public deed or notarially intervened policy (art. 3).
Registration in the Registry of Movable Property is a requirement for effectiveness against third parties, not for validity.
The debtor retains possession and is obliged to maintain the goods, allow their inspection, and pay the applicable insurance premiums.
The creditor, for their part, may declare the obligation due if deterioration or breach occurs.
The registered pledge grants the creditor priority of payment in accordance with article 1922.2 of the Civil Code and may be enforced in accordance with articles 681 and following of the Law of Civil Procedure.
Differences between chattel mortgage and pledge without transfer
| Aspect | Chattel Mortgage | Pledge without Displacement |
|---|---|---|
| Applicable law | Law of 16 December 1954 (arts. 13–51) | Same, arts. 52–74 |
| Object | Specifically individualised movable goods (vehicles, machinery, commercial establishment, industrial or intellectual property) | Generic movable goods, merchandise, credits, licences or concessions |
| Possession of the asset | Remains with the debtor | Remains with the debtor |
| Form | Public deed | Public deed or notarial policy |
| Registration | Constitutive (without registration it does not exist) | Declarative (without registration it has no effect against third parties) |
| Competent registry | Movable Property Registry by real folio | Movable Property Registry by personal folio |
| Enforcement | Special mortgage procedure (art. 89 LHMPSD) | Pledge procedure or via LEC |
| Typical example | Mortgage on machinery or establishment (e.g. pharmacy) | Pledge of licences or credits derived from their exploitation |
Both figures complement each other: the chattel mortgage offers a structured guarantee over durable goods, while the pledge without displacement allows encumbering rights or less tangible elements, with flexibility and lower operational cost.
Taxation of the chattel mortgage and pledge without transferTaxation of the chattel mortgage and pledge without transfer
Taxation on the Tax on Documented Legal Acts (AJD)
Both the chattel mortgage and the pledge without displacement are subject to the Tax on Documented Legal Acts, notarial documents modality, as the three requirements of article 31.2 of the Revised Text of the ITP and AJD are met:
- Granting in a public deed.
- Valuable object.
- Registrable inscribability.
The taxpayer is the borrower or mortgagor debtor. The taxable base is determined by the total amount of the guaranteed liability, which includes capital, interest, and costs.
The tax rate varies according to the autonomous community, usually ranging between 0.5% and 1.5%.
VAT and ITP
These operations do not involve transfer of ownership or provision of services, and therefore are not subject to VAT nor to the Tax on Transfer of Assets and Documented Legal Acts, unless the sale or award of the asset occurs in execution.
Corporate Tax and Deductibility
In the business field, interest arising from financing secured by a chattel mortgage or pledge is deductible financial expense. Commissions and taxes paid can be amortised or deducted according to the accrual principle.
Exemptions and particularities
There are no general exemptions, although some autonomous communities apply reductions in business promotion or technological renewal operations. In regulated sectors, registration or communication to the competent Administration (for example, health) may be a prerequisite for the full effectiveness of the guarantee.
Final considerations
The movable mortgage and the pledge without displacement are current, effective instruments with full legal certainty, especially valuable in business and professional environments that operate with movable goods or administrative rights.
Their correct notarial structuring and registration guarantee priority and enforceability against third parties, facilitating financing without the need to mortgage real estate.
In practice, their usefulness extends from the industrial sector to the healthcare sector, where the value of the establishment or the licence constitutes an asset that can be used as collateral, with fully defined legal and tax control.
At JLA Notarios, notary in Barcelona, we advise you on the constitution of movable mortgages and pledges without displacement on movable goods or rights, guaranteeing legal certainty, correct registration, and appropriate tax optimisation of the operation. If you need a Notary for pledge policies, do not hesitate to contact us.
