Lawyers for the Real Estate Sector: Purchase, Promotion, and Leasing without Surprises
A poorly closed real estate transaction cannot be fixed later: the charges that were not detected, the license that did not arrive on time, or the poorly drafted lease contract are paid for years. At Nextica Law & Tax, we support developers, asset managers, investors, and companies with properties throughout the operation — registration and urban due diligence, purchase structure, taxation of the transfer, leases, and conflicts — with lawyers and economists in the same team, because in this sector the legal decision and the tax decision are the same decision.
Services that affect you most
Corporate Law
Commercial Contracts
At Nextica Law, we know that contracts are the core of your business. We specialize in drafting and negotiating commercial…
Ver servicioCompliance and Corporate Governance
Since the reform of the Criminal Code carried out by Organic Law 1/2015, legal entities can be held criminally liable for crimes…
Ver servicioWHAT IT COSTS TO DO IT WRONG
The deadlines and responsibilities of the sector are set by law. They are not negotiable.
Responsibility of the promoter for structural defects
10 years from the reception of the work. For defects affecting habitability, 3 years. For finishes, 1 year.
art. 17 LOE (Law 38/1999)Buying without due diligence
the encumbrances, easements, and registered leases follow the property even if the buyer was unaware of them.
Mortgage LawChoosing the wrong transfer tax
the first delivery of housing by the developer is subject to VAT; the second and subsequent ones are subject to ITP at the rate of the autonomous community. Applying the incorrect one requires correction and can generate surcharges.
LIVA and LITPAJDLeasing without checking if the property is in a tight residential market zone
the rent limitation and mandatory extensions change the profitability of the asset.
Law 12/2023 and LAU (Law 29/1994)WHY A MULTIDISCIPLINARY FIRM IN REAL ESTATE
The operation is reviewed in its entirety
registration, urban planning, tax, and accounting. A purely legal report leaves out the tax invoice, which in real estate is usually half of the decision.
Due diligence before signing, not after
burdens, active tenants, urban planning situation, and licenses. What is not included in the simple note is what increases the cost of the operation.
Real experience in the sector
Nextica's portfolio includes real estate and investment companies, alongside industry, technology, health, and hospitality.
Prevention of money laundering resolved
promoters and real estate agents are subjects obligated by Law 10/2010, with identification and communication obligations that an inspection reviews.
En detalle
Before buying: the due diligence that changes the price
Simple registration note and charges, urban planning situation and licenses, current leases with their extensions, community debts, IBI and municipal capital gains, and the state of the LOE guarantees if the building is recent. Each finding translates into one of three things: a price reduction, a guarantee in the contract, or a suspensive condition. A report that only lists risks and does not reach any of the three is useless.
The structure of the operation
Direct purchase of the property or purchase of the company that owns it; asset management company or individual; financing with mortgage guarantee or without it. The decision is not only legal: it changes the transfer tax, the amortization, the taxation of the future sale, and who is liable for the previous contingencies. That is why the decision is made with the lawyer and the economist at the same table.
Promotion and work
Contracts with the construction company and technical management, ten-year insurance, licenses and their deadlines, reception of the work and warranty regime of art. 17 LOE. And the critical moment: the reception, which is when the 10, 3, and 1 years of responsibility start counting and when it is advisable to put in writing what remains pending.
Leasing and exploitation
Leasing of housing, commercial premises, or use other than housing: these are different regimes and are often confused. It is also necessary to check if the property is in a tense residential market zone, because Law 12/2023 limits the rent and extends the renewals, which changes the expected profitability of the asset.
When there is conflict
Claims for construction defects, termination of purchase contracts, evictions and rent claims, conflicts between co-owners and with the community. Negotiation is done first and litigation follows if there is no other way: in real estate, a three-year lawsuit over a stalled asset usually costs more than the agreement that was rejected.
Frequently asked questions
What does a real estate due diligence review before buying?
The ownership and burdens in the Property Registry, the urban situation and licenses in the municipality, the current leases and their extensions, the status of the property tax obligations (IBI, municipal capital gains) and, if there is construction, the guarantees of art. 17 LOE that are still active. The objective is not only to detect problems: it is for the price and the guarantees of the contract to reflect them.
Does the purchase of a property incur VAT or ITP?
It depends on whether it is the first or second transmission. The first delivery of a building by the developer is subject to VAT (with AJD for the deed); subsequent transmissions are subject to Value Transfers Subject to Tax, at the rate set by the autonomous community. There are relevant exceptions —the waiver of the VAT exemption among entrepreneurs, for example— that should be analyzed before signing, because they cannot be undone afterwards.
How many years is the promoter liable for defects in a work?
Article 17 of the Building Regulation Law establishes three deadlines from the receipt of the work: 10 years for damage affecting the structure, 3 years for defects affecting habitability, and 1 year for finishing defects. These are warranty periods, distinct from the period to claim once the damage appears.
What money laundering obligations does a developer or a real estate agency have?
They are subjects obligated by Law 10/2010: to identify the client and the real owner, to keep the documentation, to analyze the operations that do not fit with the profile, and to report the suspicious ones. It is one of the first things reviewed in a sector inspection, and the lack of a written procedure is already a breach.
Can you also take care of the accounting and taxes of the holding company?
Yes. It's the usual practice: the same firm handles the operation, the taxation of the transfer, and then the accounting and periodic obligations of the company. It avoids the typical mismatch of having the lawyer in one place and the consultancy in another.
Let's talk about your company.
Tell us your situation and we'll reply within 24 working hours.