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Acquiring a Spanish company · Buy or form

Sometimes the faster route is to buy one.

Forming a company gives you a clean entity and nothing else. Buying one gives you revenue, staff, permits and history on the day you sign — along with everything that happened before you arrived. Tell us what you need on day one and see which way the time actually falls.

Compare on the axis that matters How long until you can actually trade?

Not how long until the company exists — how long until it does the thing you came here to do. Select what you need in place.

01What do you need operating from the start?
Select what you need to see the comparison.
Form a new SLfrom zero
weeks
Buy an existing oneincluding diligence
weeks
signingtrading as you intended

Talk through the two routes ↗ Forming instead ↗
A rough comparison on elapsed time only, and time is not the only thing that matters. An acquisition carries the seller's past — debts, employment claims, tax positions and contracts you did not negotiate — which is what diligence is for and why it takes the time it does.
01 · What you are really buying

Shares carry history. Assets do not.

The first structural decision is whether you buy the company or buy what the company owns. It changes the tax, the risk and the length of the diligence.

Share purchase

You buy the company itself

  • Contracts, licences and employees usually continue without renegotiation
  • Generally exempt from indirect transfer tax, with an important exception below
  • You inherit the past: tax years still open, employment claims, guarantees given
  • Diligence is longer, and the price protection sits in the contract
Asset purchase

You buy selected assets

  • You choose what comes with you and leave the rest behind
  • Indirect tax treatment depends on what is transferred and whether it is a going concern
  • Licences and contracts often need consent or reissue, which costs time
  • Employees may transfer by operation of law regardless of what the contract says
The exception that catches property deals. A transfer of shares is normally outside indirect transfer tax. It is not where the buyer takes control of a company whose assets are more than half Spanish real estate that is not used for a business activity. That rule sat in Article 314 of the old securities market law and now lives in Article 338 of Law 6/2023 — most practitioners still call it 314. If the target owns property, this is established before the price is agreed, not after.
02 · What diligence actually looks at

The seller's version, checked against the record.

Most of this is public or semi-public in Spain, which means the answer to whether the seller has been candid arrives early and cheaply.

Registry positionOwnership, charges, powers granted and still in force
Filed accountsAnd whether they were filed at all, and on time
Tax standingOpen years, deferrals, inspections in progress
Social securityDebts, and the workforce actually registered
EmploymentContracts, seniority, collective agreement, pending claims
Licences and permitsWhether they survive a change of control
Key contractsChange-of-control clauses, termination rights, exclusivity
Property and leasesTitle, the Article 338 question, and whether the lease continues
03 · How the work runs

Four stages, and the option to walk at each one.

01
Structure the dealShares or assets, what the buyer entity should be, and how the price is paid. Decided before anything is signed, because it is expensive to change afterwards.
02
DiligenceRegistry, accounts, tax, social security, employment, contracts and property. Findings reported as they arrive rather than in one report at the end.
03
ContractPrice adjustment, representations, an indemnity for what diligence found, and how much of the price waits to see whether the past stays quiet.
04
Closing and afterNotary, registry, the change of administrator, tax filings arising from the transfer, and the first weeks of actually running it.
04 · Questions

Asked by every first-time buyer here.

Can we buy a Spanish company as non-residents?

Yes. Non-residents acquire Spanish companies routinely. What is needed is a NIE for each individual who signs, a foreign investment declaration in the cases where one applies, and in some sectors a prior authorisation for foreign direct investment — which is not a formality and can block a closing if it is discovered late.

Is buying cheaper than forming?

Almost never on price, frequently on time. Forming is a few thousand euro and a few weeks; buying is a negotiated price plus advisory costs. The comparison is only meaningful against what you would otherwise spend building revenue, hiring a team or obtaining a licence yourself, which is what the tool above is for.

How do we know the company has no hidden debts?

You do not know with certainty, which is why the contract matters as much as the diligence. Part of the price is typically withheld or escrowed, and the seller gives representations backed by an indemnity. Diligence reduces the unknown; the contract allocates what remains.

What happens to the employees?

In a share purchase, nothing changes: the employer is the same company. In an asset purchase, where what transfers amounts to a business unit, employees generally transfer by operation of law with their seniority and terms intact, whatever the contract says about it.

Do we need a Spanish company to buy one?

No, though it is often better. Buying through a Spanish holding company rather than personally or through a foreign parent changes how dividends and a future sale are taxed, and that decision is much cheaper to make before the acquisition than after.

Buying through a holding structure ↗ Foreign investment screening ↗

A new company starts at zero. An acquired one starts with a past.

Talk through the two routes ↗
Structure first · Diligence reported as it arrives · Closing and after