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
Buying shares in the company running a restaurant is legally different from purchasing its equipment and negotiating a new lease.
What to check before moving forward
What exactly changes hands?
Establish exactly what is being acquired: shares in a company, specified assets or an operating business unit. Put the transaction perimeter in writing, including clear inclusions and exclusions.
Buying company shares
When purchasing company shares, the legal entity generally keeps its contracts, assets and obligations; ownership changes. Review the company's history, not merely its current operations.
The commercial lease
Read the commercial lease before assuming the premises can be used on unchanged terms. Term, rent, deposits, assignment provisions and permitted uses need review under the contract and applicable law.
Debts and liabilities
Distinguish liabilities that remain within a company from those that may arise in an asset or business transfer. Contractual risk allocation does not automatically extinguish legal duties owed to third parties.
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
- Lease agreement and addenda
- List of equipment, assets and encumbrances
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.