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Buying or selling a Spanish business requires a clear choice between shares, selected assets or a going concern. Each structure changes liability, contracts, employees, licences, taxes and the approvals needed at closing.
Shares, assets or business transfer
A share purchase transfers the company with its history, while an asset deal can select assets but may still carry succession liabilities.
Tax, VAT, transfer-tax, employment and licence consequences should be modelled before agreeing the headline price.
Due diligence and valuation evidence
Due diligence covers corporate title, accounts, tax, employees, contracts, property, licences, disputes, IP, data and debt.
Red flags can lead to price adjustment, conditions precedent, remediation, indemnities or withdrawal.
Documents and due diligence
The data room, management accounts, tax certificates, cap table, material contracts and beneficial ownership must be verified.
Company deed, bylaws and cap table
Accounts, tax and debt information
Employment and material contracts
Licences, IP and property records
Litigation and compliance information
Contract, closing and liability allocation
The sale agreement regulates price, completion accounts or locked-box terms, warranties, indemnities, limitations and restrictive covenants.
Notarial share transfer, third-party consents, financing releases and Registry changes are coordinated at closing.
Risks, deadlines and professional review
A cheap dormant company can contain unknown debts or compliance failures; purchasing solely to save incorporation time is rarely prudent without full checks.
The contract, tax position and filing route must be adapted to the parties, sector and autonomous community. We coordinate legal, tax, accounting and notarial specialists where the transaction requires them.
Useful official resources
Official requirements, fees and procedures can change. The competent authority and current rules are checked for each individual case.
Questions about Buying or Selling a Company in Spain
Is a share deal safer than an asset deal?
Neither is inherently safer; risk allocation and due diligence differ.
Do employees transfer?
Business succession rules may transfer employees and liabilities depending on the transaction.
Can the price be adjusted after closing?
Yes through completion accounts, earn-outs or defined claims if negotiated.
Must shares be transferred before a notary?
Spanish limited-company share transfers commonly require a public document and corporate updates.
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Important: This page provides general information and does not replace individual legal, tax, labour, medical or technical advice. Authorities decide applications and disputes independently. Requirements and practice may change.