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
If a seller immediately opens an identical business next door, the transferred customer base and the value paid may be affected.
What to check before moving forward
Non-compete restrictions
A non-compete restriction needs a clear purpose, reasonable scope and legal review. Territory, duration, covered activities and proportionality matter to both sides.
Continuity of contracts
Review important contracts, including expiry, change-of-control and assignment provisions. Continuing a customer, supplier or lease relationship may depend on specific contractual terms.
The owner handover
Agree how know-how, relationships and daily responsibilities will move to the new owner. Specify handover duration, the seller's role and limits on availability.
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
- Scope and duration of non-compete obligations
- Current third-party contracts
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.