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 restaurant being open today does not guarantee the buyer can retain its lease terms: examine assignment clauses and the contract.
What to check before moving forward
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.
Licences and permits
Identify licences, notifications and permits required for the activity and premises. Do not assume they transfer automatically; check with the relevant authority.
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.
Preparing for completion
Plan completion around outstanding conditions, deliverables, payments and post-closing responsibilities. An agreement in principle is not the same as a properly completed acquisition.
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.
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:
- Lease agreement and addenda
- Current operating licences and permits
- 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.