Investment approach
Catalonia's Ley 11/2025: tanteo on sales of housing through an SL
Ley 11/2025 added tanteo on sales of housing by a gran tenedor company in tensioned-market areas. How to check an SL before selling, which sales are excluded and what is challenged in court.
Catalonia's Ley 11/2025 (signed 29.12.2025, in force from 01.01.2026, published in the BOE on 10.03.2026) added the Generalitat's right of tanteo and retracto (pre-emption and buy-back) on the sale of any housing in a tensioned-market area (zona de mercado tensionado) if it belongs to a legal entity with gran tenedor status (large holder of housing) entered in the register (BOE-A-2026-5547, Article 6). Tanteo is the administration's right to buy the housing on the terms of the transaction in place of the buyer. For a project's SL the question is whether it will be a gran tenedor at the time of sale and whether the sale falls under an exception.
What exactly did Ley 11/2025 change?
Four changes: three in Article 6, which amends Article 2 of Decreto ley 1/2015, and one in Article 5.
- Tanteo and retracto extend to the sale of any housing in a tensioned-market area if it is owned by a gran tenedor legal entity entered in the Registro de grandes tenedores de vivienda (Register of large housing holders).
- The same applies to housing acquired at an administrative or court auction.
- Housing that is bought back permanently receives protected status (vivienda con protección oficial) even at a price above the maximum; in later sales the price is capped at the escritura (public deed) price plus the change in the consumer price index.
- Article 5 adds a general provision to Ley 18/2007: in tensioned-market areas the Generalitat may exercise tanteo and retracto.
The earlier basis, housing from mortgage foreclosures, is described in the article on tanteo and retracto of the Generalitat.
Who counts as a gran tenedor and how do you check an SL's status?
The law refers to Article 3.k of national Ley 12/2023 and Article 5 of Catalan Ley 24/2015. Under the national definition this is an individual or legal entity owning more than ten urban residential properties or more than 1 500 m² of residential floor area, excluding garages and storage rooms; in a tensioned-market area the autonomous community may lower the threshold to five properties if it gives reasons (BOE-A-2023-12203). The definition is also changed by RDL 29/2026 (in force from 8 October 2026, not validated by Congress as of 13 October): status is confirmed by a certificate from the property registry, and a building with several dwellings is counted by unit, even without registered horizontal ownership.
The register is created by the law, but how it will work awaits a decree. Until there is a decree, a legal entity selling housing in a tensioned-market area must declare its status. If it says it is not a gran tenedor, it attaches a property registry certificate showing the number of its residential properties on the date of the escritura, and the certificate is included in the notarial document. A gran tenedor must also notify the Agència de l'Habitatge (Housing Agency) of its status and number of properties.
Order of checks before a sale:
- Count the SL's residential properties and floor area from the Registro de la Propiedad (Property Registry) certificate.
- Ask the abogado (lawyer) whether properties of related group companies count: this does not follow from the text of the law.
- Check whether the SL is entered in the register and whether the notification to the Agència has been sent.
- Check whether the municipality is among the tensioned-market areas.
- Check the exceptions (next section).
The list under resolution TER/800/2024 (Generalitat page updated on 9 October 2024) includes, among others, Barcelona, Sitges, Castelldefels, Sant Cugat del Vallès, Alella and Premià de Mar (Generalitat). Whether the list is current is checked on the transaction date.
Which sales are not caught by tanteo?
| Case | What the law says |
|---|---|
| New housing or gran rehabilitación (major refurbishment) | Sale within one year of the cédula de habitabilidad (habitability certificate) being issued |
| Group of companies | First sale of a new home between companies of the same group with the same business purpose |
| Developer | A company that holds only new housing for sale need not register in the register until one year after the cédula |
| Buyer from the applicants' register | Tanteo does not apply if an individual from the Registro de solicitantes de vivienda con protección oficial (register of applicants for protected housing) undertakes to request protected status for the housing within one month and to live in it for at least ten years |
These provisions do not specify what a gran rehabilitación is, and ordinary renovation cannot be fitted into the exception without the abogado's opinion. On the cédula: cédula and licencia de primera ocupación.
What does timing uncertainty cost?
The administration decides within up to two months, plus 15 days if there is an inspection; if it does not decide, it is treated as having waived (Generalitat). The page is dated 11.03.2021 and does not mention Ley 11/2025, so the deadline for the new cases should be confirmed with the Agència. Worked example, not a forecast: sale price of 1.25 M€, holding costs of 5 000 € a month. A wait of 2,5 months costs 12 500 €, which is 1% of the price.
On the ITP rate: 20% ITP for gran tenedor.
What is being challenged in the Constitutional Court?
Appeal 2415-2026 was admitted by the Tribunal Constitucional on 9 June 2026 (published in the BOE on 16.06.2026) against Articles 2.2, 3.8, 5.5, 5.6, 5.8, 5.9, 5.14, 5.15 and 8.1 of Ley 11/2025 (BOE-A-2026-13028). Article 5.14 creates the Registro de grandes tenedores; Article 6, with the new basis for tanteo, is not in the list. We did not find a ruling on the appeal.
Who should not rely on this mechanism?
Anyone expecting a ready answer of the form "my SL is not a gran tenedor": it depends on the count of properties and on a register whose decree does not yet exist. Anyone selling one or two properties who treats the subject as closed: status is checked on the date of the escritura. And anyone going without an abogado: the declaration and the certificate end up in the notarial document.
The SL structure is discussed in advance with the asesor fiscal (tax adviser) and the abogado (opening an SL, SL taxes). How tensioned-market areas affect buying an expensive house is covered in a separate article; how residential projects are handled is on the residential property page.
Questions and answers
What are tanteo and retracto?
Tanteo is the administration's right to buy the housing on the terms of the transaction in place of the buyer; retracto is a related right exercised after the transaction. Under Ley 11/2025 the new basis is the sale of housing by a gran tenedor legal entity in a tensioned-market area.
Is the sale of a flat from an SL with one property subject to tanteo?
By the text of the law, the basis is tied to a gran tenedor entered in the register and to a tensioned-market area. An SL with one property does not fit the definition on the property count, but a selling legal entity must still declare its status and attach the property registry certificate until the register decree is adopted.
Does selling a year after the cédula exempt a sale from tanteo?
For new housing and gran rehabilitación the law exempts sales made within one year of the cédula de habitabilidad being issued. After a year the exception does not apply.
Where can I check whether a city is in a tensioned-market area?
On the Generalitat page with the list of municipalities, which includes Barcelona, Sitges, Castelldefels, Sant Cugat del Vallès, Alella and Premià de Mar under resolution TER/800/2024 (page updated on 9.10.2024). The list is checked on the transaction date, and the status of a particular property is clarified by the abogado.
