Transfer restrictions
Statutory pre-emption rights in Spanish limited companies must be dealt with before closing.
M&A
Share purchase agreements in Spain
A Spanish SPA follows international drafting conventions but closes differently: the transfer of shares in an SL is formalised before a notary, and the statutes may restrict transfers.
Who this is for
- Buyers and sellers of Spanish companies
- Advisers reviewing a Spanish SPA
Notarial deed
Closing takes place before a notary, with the signing choreography and funds flow planned in advance.
Disclosure
The disclosure letter or annex is the seller's principal shield and must be built during diligence.
Get legal guidance on your case.
A confidential consultation with a Spanish-qualified, English-speaking lawyer — in person in Madrid or by video.
Frequently asked questions
- Can a Spanish SPA be governed by foreign law?
- Contractual terms can be, but corporate transfer formalities remain Spanish. Mixed arrangements need careful drafting to avoid gaps.