The Resolution of 29th October 2025, issued by the Directorate General for Legal Security and Public Trust (DGSJFP) addresses the question of whether a real estate transfer made as payment in kind of an interim dividend may be registered when the allocated assets have not yet been subject to an individualised valuation.
The case arose from the refusal of a Property Registry to register the transfer of a property agreed by a company in favour of its sole shareholder as payment in kind of an interim dividend. The registrar’s assessment was based on two main objections:
(i) On one hand, the registrar considered that the transfer could not be justified by a distribution based on an accounting result derived from annual accounts that had not yet been prepared or approved, pursuant to Articles 272 and 273 of the Spanish Companies Act.
(ii) On the other hand, they considered that setting a global amount for the dividend and allocating several properties in satisfaction of it, without assigning a specific value to each of them, breached the principal of registral specificity and could have implications from a tax perspective and for control of the means of payment.
Against this interpretation, the appellant argued that Article 277 of the Spanish Companies Act allows interim dividend distributions to be approved before the annual accounts have been prepared and approved, provided that there is an accounting statement showing sufficient liquidity and that the amount distributed does not exceed the legally established limits, calculated on the basis of the results obtained since the end of the previous financial year and after the deductions and provisions required by law have been made.
Likewise, they argued that the payment of a dividend in kind does not constitute a non-cash contribution, but rather the satisfaction in kind of a credit previously arising in favour of the shareholder as a result of the dividend distribution resolution. From this point of view, the individual valuation of properties would not constitute an essential requirement either for the validity or for the registration of the transaction and the value of the assets could also be inferred from the tax documentation provided.
For its part, the DGSJFP fully upheld the appeal, for the following reasons:
1) The distribution of interim dividends does not require the prior approval of annual accounts
The deed included a certificate expressly stating that, since the annual accounts had not yet been prepared or approved, the distribution was being made on the basis of an accounting statement drawn up by the management body by reference to the financial year-end.
In the view of the DGSJFP, company law expressly regulates this mechanism and lays down its specific requirements, meaning that the validity of the resolution cannot be called into question merely because the annual accounts had not yet been approved.
2) It is not necessary to assign an individual value to each property transferred
The DGSJFP also rejects the second defect noted in the registrar’s assessment. First, they point out that the registrar does not identify any rule that expressly and mandatorily requires the global value of the transaction to be allocated among each of the properties transferred.
Also, they endorse the appellant’s argument that this is not a non-cash contribution, but rather an allocation of assets made in payment of an already existing claim. From this perspective, commercial law does not require an individualised valuation of each property neither for the validity nor for the registration of the transaction.
As an additional point, the Resolution notes that three other properties included in the same transaction, but located in another registry district, had been registered without any objection.
Thus, the DGSJFP rejects both defects and revokes the registrar’s decision, therefore allowing the registration of the real estate transfer.
Joan Lluís Rubio
Vilá Abogados
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5th June 2026