News for large landlords in Catalonia

News for large holders in Catalonia

Updated 1 July, 2026. 25 June, 2025
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Immobiliari
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Amaia Forcada

Decree‑Law 2/2025, of 25 February, by which urgent measures are adopted in housing and urban planning, which came into force on 26 February 2025, has imposed a series of new obligations for those owners who have the condition of large holders in Catalonia.

Among others, the obligation to communicate this condition to the Agència de l'Habitatge of Catalonia, and the recognition of a right of preferential acquisition in favor of the Administration of the Generalitat when a corporate large holder transfers a dwelling located in a tight residential market area in Catalonia.

Facilitated by the joint report issued on 24 May 2026 by the Direcció General de Tributs i Joc and the Agència de l'Habitatge de Catalunya, significant interpretative uncertainty surrounding the concept of a large holder among legal practitioners has now been addressed. The report responds to the queries submitted on this matter by the Notarial Association of Catalonia (hereinafter, the "Report"). While the Report resolves many of the issues that had given rise to uncertainty, it does not, unsurprisingly, clarify every outstanding question.

What is understood by large holder?

A large holder is considered to be any owner who is in one of the following situations:

a) Financial entities, their real estate subsidiaries, investment funds and asset management entities, including those from bank restructuring, in accordance with company law (Art. 5.9 Law 24/2015, of 29 July).

b) Legal persons who, alone or through a group of companies — as defined in article 42.1 of the Commercial Code — are holders of more than 10 dwellings located in State territory, with the following exceptions (Art. 5.9 Law 24/2015, of 29 July):

1st. The social promoters referred to in letters a and b of article 51.2 of Law 18/2007, of 28 December, on the right to housing.

2nd. Legal entities that own more than 15% of the habitable surface of the property qualified as officially protected rental housing.

3rd. Private non‑profit entities that provide housing for people and families in situations of residential vulnerability.

c) Private equity funds and asset securitization (Art. 5.9 Law 24/2015, of 29 July).

d) Natural persons who are owners of more than 15 dwellings, or co‑owners if their participation quota in the community represents more than 1 500 m² of housing land, referring in both cases to dwellings located in State territory, with the same exceptions established for legal entities in points 1st and 2nd of letter b (Art. 5.9 Law 24/2015, of 29 July).

e) Natural or legal person who is holder of more than 10 urban properties of residential use or with a built surface of more than 1 500 m² of residential use, excluding garages and storage rooms in all cases (art. 3.k Law 12/2023, of 24 May).

Pursuant to the Joint Report of the Direcció General de Tributs i Joc and the Agència de l'Habitatge issued in response to the queries raised by the Notarial Association of Catalonia regarding the concept of large holder dated 24 May 2026 (hereinafter, the "Report"), it will be necessary for at least one of those properties to be located in Catalonia.

f) Natural or legal person who is holder of 5 or more urban properties of residential use located within the tight residential market area in Catalonia. To date, there are two stressed residential market areas in Catalonia: one declared by Resolution TER/2408/2024 and another declared by Resolution TER/800/2024. It is possible to check which municipalities are included in each of these areas by clicking here.

The Report clarifies that the 5 properties must be located within the same stressed residential market area. Therefore, if a person owns 4 properties in one area and 1 property in another, they will not qualify as a large holder pursuant to this section.

With regard to sections e and f mentioned above, it should be noted that the habitual residence of the individual is taken into account for the purposes of the calculation.

In order to verify whether one has the condition of large holder or not, a certificate may be requested from the Land Registry indicating the total number of properties of which the natural or legal person is holder.

What communication must be sent to the Agència de l'Habitatge of Catalonia?

While the Register of large holders of housing has not been created, it is provided for the obligation to communicate to the Agència de l'Habitatge of Catalonia the condition of large holder from the moment the requirements that give rise to the obligation to register in said register are met. That is, from the moment one complies with one of the definitions of large holder previously exposed (this obligation has been clarified by Decree-Law 3/2026, of 24 March, on urgent measures in tax matters, simplification, streamlining of administrative procedures, in the fields of urban planning and housing, personnel matters, and other urgent measures during the budget extension period).

The communication consists of notifying the identifying and contact data of the large holder, determining on the basis of which legal provision one has the consideration of large holder, and indicating the number of dwellings of which one is a holder.

The communication can be made at any time and does not require the submission of specific documentation, although the Agència de l'Habitatge may request the title deed of the dwellings, if it considers so.

There are no fees associated with the procedure and the same can be done electronically, although natural persons can also submit it physically.

At Mes Legal we can take care of submitting this communication on behalf of any large holder, as well as determining beforehand the number of properties of which a natural or legal person is holder.

Finally, the obligation to register large holders in the Register of large holders of housing will become effective once the regulatory Decree that must deploy said register comes into force, a fact that has not yet occurred.

Right of first refusal and repurchase by the Administration of the Generalitat

If a corporate large holder who is registered in the Register of large holders of housing transfers a dwelling that is located in a tight residential market area of Catalonia, there is a right of preferential acquisition in favor of the Administration of the Generalitat, which affects both the first transfer and subsequent ones of the dwelling during the validity of Decree‑Law 1/2015, of 25 May, that is, 24 years from 26 March 2015 (period extended by an additional 12 years by Law 11/2025, of 29 December, on housing and urban planning measures).

Three exceptions are nevertheless provided for:

1. Transfers of newly built dwellings carried out within 1 year from the issuance of the certificate of occupancy. Development companies holding exclusively inventories of newly built dwellings for transfer to third parties are not subject to the obligation to register such dwellings, nor to register themselves in the Register of Empty Dwellings and Dwellings Occupied without Legal Title or in the Register of Large Holders, respectively, provided that the corresponding requirements are met, until one year has elapsed since such dwellings obtained the certificate of occupancy.

2. Transfers of newly built or substantially refurbished dwellings carried out within 1 year from the issuance of the certificate of occupancy, as well as transfers between companies belonging to the same corporate group that have the same corporate purpose or carry out a similar real estate activity, provided that this concerns the first transfer of a newly built property.

3. Dwellings acquired by individuals who meet the following requirements and wish to benefit from these exceptions: (1) they must be registered in the Register of Applicants for Officially Protected Housing; (2) they must undertake to apply, within 1 month from the acquisition of the dwelling, for the classification of the dwelling as officially protected housing under the general regime or an equivalent existing category on a permanent basis; and (3) they must undertake to use the acquired dwelling as their habitual and permanent residence for a minimum period of 10 years from the acquisition date. In the event of non-compliance with requirements (2) and/or (3), the Generalitat de Catalunya will exercise its right of withdrawal (retracto) (this exception was introduced by Law 11/2025).

The decision to transfer the dwelling must be communicated by the transferring holder to the Agència de l'Habitatge of Catalonia. The notification must include the information established in article 89.2 and 89.3 a) and b) of Law 18/2007, of 28 December, the planned sale price, an express declaration of the occupancy status of the dwelling, as well as the justified valuation of its state of conservation.

Once the notification has been made, the owner is obliged to show the dwelling to the Administration if requested to do so. Failure to comply with this obligation on the indicated date suspends the period for exercising the right of first refusal until the date of actual compliance, without prejudice to the application of the corresponding sanctioning regime.

After the 2‑month period has elapsed without the Administration having notified its willingness to exercise the right of first refusal, it is understood that it waives the right to exercise it in relation to that transfer.

The regulation establishes that priority will be given to the exercise of the rights of first refusal and withdrawal over dwellings in good condition, located in neighbourhoods subject to particular social degradation and offered at a price below market value.

It should be taken into account that the period for formalising the acquisition of the dwellings is three months from the notification to the transferor owner of the resolution exercising the right of first refusal or withdrawal.

If the communication has not been made; if the communication has been made omitting the legal requirements; if the transfer has been made before the expiry of the 2‑month period for the Administration of the Generalitat to respond; or if the transfer has been made under conditions different from those communicated, the Administration of the Generalitat will have the right of repurchase for the same price and under the same conditions of acquisition in which the transfer actually took place.

All dwellings acquired through the exercise of the rights of first refusal and withdrawal shall be permanently classified as officially protected housing under the general regime or an equivalent existing category, even if they exceed the maximum prices established for the corresponding type of officially protected housing. In subsequent transfers, the maximum price of these dwellings shall be the price established in the public deed of acquisition of the dwelling, increased by the year-on-year variation of the consumer price index calculated on the basis of the annual averages for the whole of Spain, between the year of classification and the year in which the contract is formalised.

Regarding whether this right of preferential acquisition exists once the Register of large holders of housing is put into operation, or already since the entry into force of the rule, the reality is that Decree‑Law 2/2025 does not address it. However, in case of doubt, it is advisable to notify the transfer to the Administration of the Generalitat.

Finally, apart from notifying the transfer for the possible exercise of the right of first refusal by the Administration of the Generalitat, and while the regulatory Decree that must deploy the Register of large holders of housing has not come into force, if a dwelling located in a stressed residential market area is transferred by a legal entity, it will be necessary to declare whether or not the entity qualifies as a large holder. In the event that it is declared that such status is not held, a certificate evidencing the number of dwellings owned at the time the transfer is formalised must be provided, together with, where applicable, documentation proving that the information contained in the certificate is not up to date or is inaccurate, all of which must be recorded in the deed (this obligation, which was introduced by Decree-Law 2/2025, has been substantially amended by Law 11/2025, of 29 December).

If you want to dive deeper into the legal obligations and updates for large holders, we invite you to listen to our podcast, where experts analyze everything you need to know to protect your business.

And if you want more information about the legal implications of holding the status of large landlord in Catalonia, do not hesitate to contact us. Mes Legal can advise and accompany you in all the legal procedures required by the current legislation.

Amaia Forcada