El laberinto del "gran tenedor" en Cataluña
Introduction: Housing as the Epicenter of Legal Uncertainty.
Housing has become the main concern for citizens in Catalonia, affecting, according to recent demographic data, 35–36% of the population. Faced with this social emergency, the Catalan administration has developed an intense regulatory approach which, although intended to guarantee the right to decent housing, has created a fragmented and complex legal framework that, far from providing clarity, fosters uncertainty.
At the heart of this conflict lies the figure of the “large property holder”, a concept whose definition and practical application are causing unprecedented legal uncertainty for property owners, legal professionals, and the real estate market in general.
At our Notary Office, we are direct witnesses to the confusion that this fragmented legal framework causes on a daily basis. Therefore, the purpose of these lines is to shed light, from a practical perspective, on what it means to be a “large property holder” and how this condition affects one of the most common transactions handled at a Notary Office: the purchase and sale of residential property.
Who is considered a “large property holder”?
To ensure the security of a transaction, the first step is to identify whether any of the parties (seller or buyer) falls within the definition of a «large property holder». The problem is that the answer depends on the “purpose”. Unfortunately, the law does not provide a single definition, but rather several, depending on the legal context in which we operate.
- 1. For the SALE: Pre-emption and Preferential Acquisition Rights
If you are the seller, the Administration may hold a preferential acquisition right (right of first refusal and withdrawal) over your property. In this context, a legal entity is considered a large property holder if it meets the requirements established by Catalan Law 18/2007 on the right to housing or by Spanish State Law 12/2023.
In essence, this refers to:
- Legal entities owning more than ten urban residential properties throughout Spanish territory.
- Legal entities owning five or more urban residential properties, if these are located in a stressed residential market area.
To verify this, the Twenty-seventh Additional Provision of the Housing Rights Act provides for the creation of the Register of Large Property Holders of Catalonia. However, since it is not yet fully operational, the Transitional Provision of Decree-law 1/2015 (amended by Decree-law 2/2025) establishes a temporary solution: the seller, if a legal entity, must prove the number of dwellings it owns through a registry certificate.
However, this certificate reflects merely a static situation, often far removed from the dynamic reality of property owners (for example, homes already sold but whose transfer has not yet been registered by the new owner, or jointly owned properties). This turns the transaction into a minefield of interpretations, where whether or not the transaction is subject to this preferential acquisition right may ultimately depend on the Administration’s discretion.
- 2. For the PURCHASE: Taxation of the Property Transfer Tax (ITP)
If you are the buyer, the definition is different, as it directly affects your finances. Decree-law 5/2025 introduced an increased 20% ITP tax rate for large property holders, applying not only to legal entities but also to individuals.
For tax purposes, a large property holder is considered to be:
- A natural or legal person who owns more than 10 residential properties located exclusively in Catalonia (or a built area exceeding 1,500 m²).
- A natural or legal person owning five or more urban residential properties located in a stressed residential market area in Catalonia.
The key point here is that the analysis is carried out at the time of acquisition, including the property being purchased in the calculation. Therefore, a person who owns four homes in a stressed market area becomes a large property holder for tax purposes upon purchasing the fifth property and must pay a 20% tax rate on that purchase.
- 3. PROCEDURAL Definition: the Third Side of the Concept
Although this is not an issue that directly affects the daily operations of a Notary Office, there is a third definition of “large property holder” in the procedural sphere, relevant to eviction proceedings or mortgage foreclosures.
The Board of First Instance Judges of Barcelona (in its agreement of 29 June 2023) established its own criteria for determining this status for procedural purposes. For example, when calculating properties, they include rights such as usufruct (excluding bare ownership) and, in cases of co-ownership, only properties in which more than 50% ownership is held are taken into account.
This divergence is the perfect example of the fragmentation that defines this “multiple legal concept”, a true maze in which each branch of Law seems to operate according to its own rules.
Practical Implications: How Does This Affect the Notary Office?
This regulatory complexity has direct consequences for the formalisation of a property sale and purchase.
- 1. For the Seller: the Threat of Withdrawal Rights
If the seller is a legal entity that falls within the definition of a large property holder and the property is located in a stressed market area, the Generalitat holds a preferential acquisition right. According to Article 2 of Decree-law 1/2015, the seller is required to notify the Generalitat of the conditions of the sale so that it may decide whether to exercise its right of first refusal.
Our role as Notaries is to ensure the security of the transaction. Therefore, we require the seller to prove that such notification has been made and that the Administration has either waived its right or that the legal period to exercise it has expired. If this requirement is not fulfilled, the sale would still be valid, but the Generalitat could later exercise its right of withdrawal, acquiring the property from the buyer for the same price. This creates a situation of enormous legal uncertainty for the purchaser, who could lose the property that has just been acquired.
- 2. For the Buyer: the Surprise of a 20% ITP Rate
If the buyer qualifies as a large property holder according to the tax definition, their tax liability doubles, increasing from 10% to 20% ITP, as established by Article 641-1 of Book Six of the Catalan Tax Code, amended by Decree-law 5/2025.
Our role as Notaries is threefold:
- Inform and advise: We inform the buyer about these regulations and the tax consequences that their status as a large property holder may entail.
- Assist in the analysis: Although the final responsibility lies with the buyer, we assist them in analysing their real estate assets, according to their declaration, to determine whether the new acquisition will exceed the legal thresholds.
- Document: We record in the deed the necessary elements to ensure that the self-assessment of the tax is carried out correctly, protecting the buyer from future inspections and additional tax assessments with surcharges and interest.
Conclusion: the Need for Legal Certainty
The figure of the “large property holder” has introduced significant complexity into legal transactions. The lack of a single and clear definition, together with the imposition of a disproportionate tax burden associated with a concept ambiguously defined by law, has created an environment of distrust in which the different parties involved operate on unstable ground, forcing them to exercise extreme caution in any property sale and purchase transaction.
