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 letter of intent can structure diligence before final commitment, but certain clauses may already bind the parties when signed.
What to check before moving forward
The letter of intent
A letter of intent may set out indicative price, exclusivity, timetable and information access. With legal advice, distinguish binding clauses from terms that remain conditional.
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.
Due diligence before signing
Request supporting documents and test the claims made in the listing. A review commonly covers accounts, contracts, employment, tax obligations, licences and material legal risks.
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.
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.
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
- Valuation assumptions and adjustments
- 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.