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 café transfer may include the coffee machine but exclude stock, signage or the right to keep outdoor seating.
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.
Inventory condition and price
Count stock physically and review condition, age and saleability. Agree whether inventory is included in the asking price, priced separately or adjusted at completion.
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.
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
- Physical stocktake and inventory valuation
- Current operating licences and permits
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.