Preemptive and right of first refusal in Catalonia: what you need to know before selling a property

The buying and selling of real estate has always been a process requiring high legal attention from owners and buyers. In Catalonia, two key legal concepts in this process are the preemptive right and the right of first refusal. However, with recent regulations that will come into force in 2025, the legal landscape has become more complex and demanding. In this article, we will analyze in depth what these concepts entail, how they have changed with the 2025 regulation, and what owners and buyers need to consider to avoid surprises during real estate transactions.

What are the preemptive right and the right of first refusal?

Before addressing the new regulations, it is essential to understand what these concepts mean within the Catalan legal framework. The preemptive right is the right of the Public Administration — in this case, the Generalitat of Catalonia — to acquire a property on equal terms with any other buyer, if the owner decides to sell. That is, if an owner receives a purchase offer, the Generalitat has priority to acquire it under the same conditions, within a specified period.

On the other hand, the right of first refusal allows the Administration to exercise its right to acquire the property even after the sale has been formalized, under specific circumstances and during a set period after the contract is signed. This enables the Generalitat to exercise its right of first refusal and annul or modify the sale if it considers its rights have been violated or if other legal provisions apply.

Current legal framework in Catalonia prior to 2025

Until now, the preemptive right and the right of first refusal in Catalonia were primarily regulated by regional and national laws establishing the bases for protecting public patrimony and regulating real estate transactions in municipalities with social housing policies or social protection measures.

Especially regarding protected housing or areas with high social housing presence, these rights have been tools used by the Generalitat to guarantee their preferential access under certain circumstances. However, these regulations were more limited and in some cases only applied to specific situations.

The new 2025 regulation: a paradigm shift

Looking ahead to 2025, the Generalitat of Catalonia has approved new legislation that significantly broadens the circumstances under which it can exercise preemptive and right of first refusal. This change aims to strengthen the protection of public patrimony and promote greater social equity in housing access, particularly in a increasingly dynamic property market with rising prices.

Expansion of cases where the Generalitat can exercise preemptive and first refusal rights

With the arrival of 2025, the regulations introduce several relevant updates, including:

• Extension of types of properties subject to these rights: not only protected or municipal housing but also other categories of properties, such as flats in high-demand areas.
• New exercise periods: the Generalitat can exercise the preemptive or right of first refusal during various moments, even before and after formal transfer, extending the timeframes compared to previous regulations.
• Additional acquisition scenarios: the law includes new cases, such as acquisitions in urbanization projects, musealization, or social interest projects.

What does this mean for owners and buyers?

This expansion of cases implies that both owners and potential buyers must exercise greater legal vigilance over their transactions. Regulations now specify that any real estate transaction in affected areas can be reviewed and potentially acquired by the Generalitat at different times and under diverse circumstances.

Practical implications for property sales

For owners

• Authenticity and transparency in transactions: It's essential to conduct a thorough legal assessment of the property and ensure all notification and documentation obligations are met.
• Negotiating terms with informed knowledge: Understand that the sale may be subject to preemptive right and right of first refusal in multiple scenarios, which could affect transaction security.
• Consulting with specialized professionals: Legal advice is crucial to avoid surprises and ensure the sale is effective and legally compliant.

For buyers

• Legal status verification: Check if the property is subject to preemptive or first refusal rights and applicable timeframes, with professional guidance.
• Understanding risks: Recognize that, in certain cases, the transaction could be annulled by the Generalitat within the established period, even after signing the agreement.
• Negotiating contract conditions: Include specific clauses in the contract that account for the possible existence of these rights.

Recommendations to exercise strict legal control

Given these changes, the best approach for owners and buyers is to implement rigorous control throughout all phases of the operation:

1. Preliminary consultation: with legal advisors and official records to verify if the property is affected by these rights.
2. Complete documentation: request and review all necessary documents, including simple notes from the Property Registry and legal status certificates.
3. Hiring specialized professionals: lawyers and managers experienced in real estate law and Catalan regulations.
4. Including specific clauses in the contract: additional protections, such as clauses allowing contract termination if preemptive or first refusal rights are exercised.
5. Staying informed about legal updates: keep abreast of legislative updates to act proactively and safely.

Conclusion

The introduction of the new 2025 regulation, expanding the cases in which the Generalitat can exercise preemptive and first refusal rights, represents a major change in real estate transactions in Catalonia. Both owners and prospective buyers must be aware of these changes, exercise legal caution, and seek specialized advice to ensure their rights and interests are protected at all times.

In an increasingly regulated and dynamic market, obtaining support from sector professionals and being well-informed will be key to avoiding conflicts and ensuring a safe, successful transaction. Prevention and specialized legal advice are undoubtedly the best tools in this new regulatory landscape.