Resolution of the Directorate-General for Legal Certainty and Public Trust of 26 July 2023

The registration in the Land Registry of a deed of sale of a property is denied on the grounds that the power of attorney of the attorney acting on behalf of the selling company was previously revoked, and this revocation was published in the BORME on the same day as the deed was granted.

First, the Directorate-General stresses that revocation does not automatically render the transaction ineffective. In this context, it stresses, on the basis of established case-law, that the good faith of the third party is not sufficient for the principal to be bound by the transaction. The good faith of the authorised agent, i.e. his unawareness of the revocation of the power of attorney, is also required. Furthermore, the Directorate General states that this good faith is compromised when both the attorney-in-fact and the purchaser could have known of the revocation with the diligence required by the specific circumstances of the case.

However, in this case, it should be noted that the revocation of the power of attorney was duly registered in the Commercial Register, taking effect against all, including third parties acting in good faith, as from its publication in the Official Gazette of the Commercial Register (in accordance with the provisions of Articles 21.1 of the Commercial Code and 91 of the Commercial Register Regulations). Consequently, the appeal is dismissed and the negative classification is ratified.

Notwithstanding the foregoing, the Directorate-General points out that, since the period of 15 days following publication in the Official Gazette of the Commercial Register has not expired, the registered and published revocation of the power of attorney does not mean that it can be relied on against the purchaser if the latter proves that it could not have been aware of it. The Directorate General thus leaves the legal position of the appellant open to the courts.