Before acquiring or transferring a business in Spain, identify the exact legal structure. Obligations differ according to contracts, shares, assets, premises and the people involved. This guide outlines issues to discuss with qualified advisers.
Practical example
A buyer needs evidence, but the seller may reasonably avoid disclosing major customer identities during an introductory conversation.
What to check before moving forward
Protecting confidentiality
Decide what may be public, what requires an identified buyer and what should only be disclosed under a confidentiality agreement. Careful disclosure protects customers, staff and negotiations.
A reliable information pack
Prepare a structured information pack with verifiable figures and clear dates. Separate historical performance, forecasts and seller statements; do not present estimates as audited facts.
Customer concentration
Examine customer mix and reliance on a few major accounts. High revenue can be fragile if it depends on a single contract or the outgoing owner's personal relationships.
Negotiating terms
Negotiate the full package, not only the headline price. Stock, debt, deferred payments, warranties, timetable, seller support and exit conditions can change the real economics of a deal.
Professional advice
Where legal, employment or tax consequences arise, obtain Spanish professional advice. General guidance cannot replace reviewing the actual contracts and circumstances of the deal.
How to use this guide
Start by requesting sources for each important claim and noting what remains unverified. Cross-check answers against records, visit the operation where appropriate and bring material risks to an adviser before committing. Never fill missing financial figures with your own assumptions.
Evidence worth requesting before you proceed
A sales description is a starting point, not proof. These documents help distinguish verifiable facts from expectations:
- Corporate records and ownership evidence
- Current third-party contracts
- Trademarks, domains and digital rights
Request information appropriate to the negotiation stage and respect confidentiality arrangements. Sensitive documents may be shared only after a buyer is identified.
Final takeaway
A sound transaction starts by defining what changes hands, checking the facts and documenting the agreement. Use this guide as a map of questions, not a replacement for a review tailored to the actual business.
General information only; not personalised legal, tax or financial advice. Rules depend on the transaction and may change.