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Establishing a business in Spain
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8Other alternatives for investing in Spain

8.3. Acquisition of a business

As an alternative to the sale and purchase of shares in Spanish companies, the investment in Spain could be made by acquiring a business, either through an agreement for the sale and purchase of the assets and liabilities of a Spanish company, or through a global transfer of the assets and liabilities of a company.

FormalitySale/purchase of assets and liabilitiesGlobal transfer
RequirementsIf the seller or buyer is a legal entity and the sale or purchase, respectively, are of an essential asset (i.e. the amount of the transaction exceeds 25% of the value of the assets that appear in the last approved balance sheet), the transaction must be approved by the shareholders’ meeting of the selling company or of the buying company, as appropriate.Under the Structural Modifications Law:
  • Global transfer plan, drawn up by the directors of the transferring company.
  • Report applying and justifying the global transfer plan drawn up by the directors of the transferring company.
  • Approval of the global transfer by the shareholders of the transferring company.
  • Publication of the resolution on the global transfer approved by the shareholders of the transferring company in the Official Gazette of the Commercial Registry and in a large circulation newspaper in the province where the transferring company has its registered office34.
  • Expiration of the statutory period for objection by creditors: one month from the date of publication of the last notice of the global transfer resolution35.
  • Execution of a public deed before a notary (see formality below “Documentation to be provided to the notary”).
  • Registration at the Commercial Registry of the transferring company (effectiveness of the transfer) (see formality below “Registration at the appropriate Registry”).
Attestation by public authenticating officerThe acquisition must be formalized before a Spanish notary or Spanish Consul abroad.
Documentation to be provided to the notary
  • Title of ownership of the assets.
  • Powers of attorney, if applicable, to appear on behalf of the seller and buyer, as appropriate. If granted abroad, it must be duly legalize (see requirement 5 of section 4 above).
  • Spanish N.I.E./N.I.F./D.N.I. of the seller and buyer.
  • Declaration regarding the beneficial owner, both for the buyer and the seller, if legal entities: a notarial document containing representations by the beneficial owner may be provided or a declaration made in the sale and purchase deed itself (see requirement 4 under section 4 above.).
  • Documentary evidence of payment and how the payment was made (specifically, if the price was received before execution of the deed, the amount and whether it was paid by check or any other money transfer document, or by bank transfer).
  • Title of ownership of the assets.
  • Powers of attorney, if applicable, to appear on behalf of the transferor and transferee. If granted abroad, it must be duly legalize (see requirement 5 of section 4 above).
  • Spanish N.I.E./N.I.F. of the transferor and transferee.
  • Declaration regarding the beneficial owner, both for the buyer and the seller, if legal entities: a notarial document containing representations by the beneficial owner may be provided or a declaration made in the global transfer deed itself (see requirement 4 under section 4 above).
  • Documentary evidence of payment and how the payment was made (specifically, if the price was received before execution of the deed, the amount and whether it was paid by check or any other money transfer document, or by bank transfer).
  • Certificate of the resolution of the shareholders’ meeting or the decision of the sole shareholder of the transferring company approving the global transfer.
  • Notice of the transfer in the BORME and in a large circulation newspaper in the province where the registered office is located, if applicable.
Subsequent declaration of the investment to the D.G.C.I.In some cases, prior declaration is required (see Chapter 1, section 8 for further information).
TaxesSee Chapter 3.
Registration at the appropriate RegistryAs soon as the purchase deed has been formalized before a notary and the related taxes have been paid, it will be necessary to register the immovable property at the appropriate Property Registry, as well as the movable property at the Movable Property Registry, in order to ensure that the acquirer’s property rights are duly protected.The transfer will take effect upon registration at the Commercial Registry pertaining to the registered office of the transferring company. If the company is extinguished as a result of the transfer, its registry entries will be cancelled. In addition, the directors of the participating companies must submit a copy of the global transfer plan for filing at the Commercial Registry.
Costs
  • Notary fee: The scale applicable for the formation of a subsidiary is also applicable here.
  • Fee of Spanish Consul abroad: The fee will be determined in the legislation in force on notarial fees.
  • Property Register fees: For guidance purposes, the official rates amount to €24 if the value of the property does not exceed €6,010; thereafter rates of between 0.175% and 0.02% are applied. The total fee is capped and may not exceed €2,181.
  • Movable Property Registry fee: For guidance purposes, the fee amounts to €2.40 if the value of the property does not exceed €60; thereafter rates of between €6 and €13 apply up to a property value of €18,000. For any excess over €18,000, a fee of €1.20 will apply to each €3,000 of excess.
  • Commercial Registry fee: For guidance purposes, the fee amounts to €6.010121 if the value of the assets does not exceed €3,005.06; thereafter rates of between 0.1% and 0.005% apply. In any event, the overall fee may not exceed €2,181.673939.

34The resolution approving the global transfer need not be published where the resolution is notified individually in writing to all of the shareholders and creditors. In addition, the global transfer plan and the directors’ report must be made available to the workers’ representatives.

35In the case of notification in writing to all of the shareholders and creditors, one month from the sending of the notification to the last one.