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
Even a small reservation deposit can create a costly dispute if nobody has agreed what happens when financing fails or a legal problem emerges.
What to check before moving forward
Payments before closing
Before paying a deposit, document what is being reserved, when funds are refundable and when they may be forfeited. Confirm the recipient has authority to commit the business or asset.
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.
Conditions for completion
Separate essential closing conditions from preferences. Financing, permits, leases and the outcome of diligence may determine whether the transaction can complete.
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.
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:
- Valuation assumptions and adjustments
- Outstanding debt and repayment schedule
- Earn-out formula and payment conditions
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.