SPAINLAWYER — International Lawyers in Spain
M&A

Business sale in Spain: structures

The structure is not a technicality. It determines what transfers, what stays, what formalities apply and how the price is protected.

Who this is for

  • Sellers weighing structures
  • Buyers proposing an asset deal
  • Shareholders in a partial exit

Share sale

Cleanest execution; the buyer takes the corporate history and will price for it.

Asset sale

Isolates chosen assets but triggers transfer formalities and possible employee transfer obligations.

Partial exits

Reinvestment, minority stakes and earn-outs require shareholder documentation from day one.

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Frequently asked questions

Do employees transfer in an asset sale?
Where the transaction amounts to a transfer of undertaking, employment relationships generally continue with the buyer. This must be assessed, not assumed.