How to buy a business in Spain: traspaso or SL shares, whose debts become yours and what to check

We checked the laws and deadlines below on 27 October 2026 against the legal texts in the BOE, Spain's official state gazette, and against the tax agency's own page (Agencia Tributaria). Article numbers are given in brackets, so each one is easy to look up.

What a typical offer looks like

In July 2015 Spain's Supreme Court heard a dispute that followed the purchase of a business. The buyer held a certificate from Seguridad Social, the Spanish social security system, stating that there were no claims against the seller for old debts. It later turned out that the seller had a payment plan for social security contributions and had stopped paying it. The court ordered the buyer to pay someone else's debt (judgment of 21 July 2015, recurso 3561/2013).

A few days ago the sales presentation of a small hotel with a café in Castile landed on our desk. The owner offers a choice: 49% of the company or the full 100%. The bank loan, the owner promises, will be paid off by the time of the sale. The company has been granted a subsidy, but the money has not arrived yet. The 2026 figures in the presentation are forecasts, and the seller points out that they need checking against the accounts.

For anyone looking to buy a small business in Spain, this is an ordinary offer, and there is nothing suspicious about it. But every line in it has a price for the buyer, and that price depends on how the deal is structured.

Traspaso or SL shares: what is the difference

In Spain a traspaso is the sale of a business that is already trading, without the company behind it. You take over the premises under the existing lease, the furniture and equipment, the name, the website and the customers. The seller keeps their company or their self-employed registration (autónomo), and as a general rule keeps their debts too. There are important exceptions to that rule, and we come to them below.

When you buy shares in an SL, a Spanish private limited company (compraventa de participaciones), you become the owner of the company itself. Everything registered to it comes with it: contracts, licences, accounts, employees and debts, including the ones the seller keeps quiet about or doesn't know about. If a fine for 2025 arrives in 2027, the company pays it, and the company is yours now.

A traspaso is the usual choice for cafés, bars, salons and shops, where what matters most is the premises and the regular customers. Buying shares makes sense when the company holds something that can't be handed over any other way: a licence, a lease that can't be assigned, contracts, a subsidy. The hotel in our example is being sold as shares.

Which taxes the buyer pays

If you buy the business as a whole, meaning the premises, the equipment and the people who can keep it running without the seller, there is no IVA, Spain's VAT, on the deal (IVA law, Ley 37/1992, article 7.1). There is no transfer tax (ITP) either, as long as the seller runs the business as an entrepreneur and no property is included in the sale (ITP law, article 7.5). If you also buy the premises outright together with the business, you pay ITP on the premises at the rate of the region where they are. The taxes and fees of buying property in general are covered in our guide to the costs of buying property in Spain in 2026.

It is a different story when separate items are sold: only the equipment, or only the right to the lease, with no staff and no business up and running. The tax agency treats this as a simple transfer of assets (mera cesión de bienes), and IVA at 21% is added to the price. The line between the two cases is a fine one, and the tax agency judges it on the facts. Show the contract to a gestor, an adviser who handles tax and paperwork, before you sign.

Buying shares in an SL is exempt from both IVA and ITP (securities markets law, Ley 6/2023, article 338). The exception is a company where half or more of the assets are property in Spain that is not used in the business. If you gain control of a company like that, the tax agency will treat the deal as a property purchase. A hotel that operates from its own building does not fall under the exception, because the building is used in the business.

Whose debts become yours

A common mistake with a traspaso is to assume that the seller's debts stay with the seller. For three kinds of debt, that is not true.

Tax

Whoever carries on someone else's business is liable, jointly with the previous owner, for the taxes owed on that business (Ley General Tributaria, article 42.1.c). This includes tax on wages that the seller withheld, or should have withheld, from employees but never paid over. If you did not request a certificate of the seller's debts, you will also be liable for the seller's fines.

The document is a business succession certificate (certificado de sucesión de actividad, article 175.2 of the same law). You request it on the Agencia Tributaria website with a digital certificate or Cl@ve, the state login system, and you need the seller's consent. The tax agency has three months to reply. If the certificate shows no debts, or it has not arrived within three months, you are not liable for the seller's taxes. If it lists debts, you are liable only for those. A certificate requested after the purchase has no effect. Apply as soon as you and the seller agree on a price, and build those three months into your timetable.

Seguridad Social

For the seller's unpaid social security contributions built up before the handover, the buyer is liable together with the seller, and that covers every such debt (social security law, articles 142.1 and 168.2). A certificate saying there are no debts protects you less here than one from the tax agency. In the 2015 Supreme Court case above, it did not show the future instalments under a payment plan. Ask the seller straight out whether they have any payment plans (aplazamientos), and ask to see the payment schedule.

Employees

A change of owner does not end employment contracts. Staff move over to you with their length of service, their pay and their collective agreement (Estatuto de los Trabajadores, the Workers' Statute, article 44). For three years after the deal, you and the seller are jointly liable for what was already owed to them: wages, holiday pay, bonuses. Ask the seller for a list of employees with start dates and terms, and for the Seguridad Social report on the workers currently registered (informe de trabajadores en alta, ITA).

When you buy shares in an SL, all these debts are yours without exception. They stay with the company, and the company now belongs to you. The succession certificate won't help here. Put the seller's guarantees in the contract: a list of the debts the seller acknowledges, and an obligation to pay you back for any that come to light after the sale.

Premises and licence

In a café or a salon, the most valuable thing is often the address itself. So read the lease before you read the sales figures.

The law lets a tenant who runs a business from the premises pass the lease on without the landlord's consent. The landlord may then raise the rent by 20%, and must be formally notified within a month, for example by a certified letter with proof of content (burofax). This is in the urban tenancy law (Ley de Arrendamientos Urbanos, article 32). But for commercial leases the same law gives priority to whatever the parties agreed (article 4.3). Many leases ban the transfer or require written consent, and then the 20% rule won't save you. Check how many years are left on the lease and what it says about renewal and the deposit. If you can, sign a new lease in your own name with the landlord.

When you buy shares in an SL, the lease stays with the company and does not need to be transferred. But check whether it has a change-of-control clause (cambio de control). Some landlords treat a sale of the shares as a transfer of the lease.

Check the licence against what actually happens on the premises. A café without a kitchen, a bar with a kitchen and a bar with music are licensed differently. If the seller was operating beyond the licence, you will be the one answering to the town hall. After a traspaso, the town hall must be told about the new owner with a notice of change of ownership (comunicación de cambio de titularidad).

If you are buying a business in Valencia, look at the neighbourhood as well. El Carmen in the old town has been declared a noise-saturated zone (zona acústicamente saturada, ZAS), and on 30 April 2026 the city council gave final approval to a zone like this in Ruzafa. Terrace hours there are shorter and the rules for new bars are stricter. A going concern with a valid licence in these areas costs more, and expanding it will be harder.

The seller's subsidies and loans

A subsidy that has been approved but not yet paid is not money in the bank. It comes with conditions: keeping the business going, keeping jobs or keeping the investment in place for several years. If a condition is broken, the subsidy won't be paid, and any money already received has to be returned with interest (subsidies law, Ley 38/2003, article 37). A change of owner or closing part of the business may well count as a breach. Ask the seller for the grant decision itself (resolución de concesión) and read the conditions before the deal.

Loans work in much the same way. Has the seller promised to pay off the bank before the sale? Make it a condition in the contract. The rest of the price is paid only against a letter from the bank confirming the debt is cleared (certificado de deuda cero). If you are buying shares, also check for charges: whether the shares themselves or the company's assets have been pledged.

What to check before paying a deposit

This list works for both a traspaso and a share purchase. Points about the company apply only to an SL.

1. Tax returns for the last two or three years: IVA (Modelo 303 and 390) and profit (Modelo 200 for an SL, Modelo 130 and 100 for an autónomo). Compare them with bank statements and till reports.
2. Separate forecasts from facts. Year-end figures without closed accounts prove nothing. Does the seller say real takings are higher because part of them comes in cash? You can't buy that part. The bank and the tax agency won't see it, and the risk falls on you.
3. For an SL, an extract from the companies register (nota simple del Registro Mercantil): who the director is, what the share capital is, whether the annual accounts have been filed, and whether there are any charges or seizure orders.
4. The tax agency certificate of the seller's debts, any Seguridad Social payment plans, the list of employees.
5. The lease and the licence.
6. Subsidies, loans and leasing. Leased equipment does not belong to the seller and can't be included in the price.
7. How much the business depends on the owner personally. In a small hotel or salon, guests often come for the person. Agree that the seller will work alongside you for the first month or two and introduce you to the regulars in person.

How to complete the deal

It usually starts with a preliminary contract and a deposit (contrato de arras). Write into it the conditions without which you won't buy: the tax agency certificate, the landlord's consent, the loan paid off, no payment plans with Seguridad Social. And state that your deposit comes back to you if a condition is not met.

Don't hand over the full price at once. Part of it can be held in deposit with the notary, or deferred under the contract for as long as old debts may still surface. Any debts from before the sale are paid out of that money.

SL shares can only be sold before a notary, because the law requires a public deed (Ley de Sociedades de Capital, article 106). If the company has other shareholders, the law lets them buy the shares before you do, unless the articles of association say otherwise (article 107). And 49% makes you a minority shareholder. Ordinary decisions are taken by whoever holds 51%. Major ones, such as a merger or excluding a shareholder, need two thirds of the votes by law, and there your 49% can say no (article 199). We would not buy a stake like that without a shareholders' agreement on who decides what, how profits are shared and how to exit the business. Have a lawyer draw it up with you before you sign.

A traspaso does not need a notary unless the deal includes premises the seller owns. Either way, have a lawyer prepare the contract. After the deal, register with the tax agency and Seguridad Social, as autónomo for example, if you are not self-employed already and have no company of your own. Then notify the landlord of the lease transfer and file the change of licence holder with the town hall.

Where to find businesses for sale in Spain

Traspaso listings appear in the same places as property ads: on idealista in the traspasos section, and on milanuncios. Good businesses often change hands without ever being advertised. Gestores, suppliers and the people on the same street know about them, so ask around.

Who can help with the checks

Debts, the lease and the licence are best checked with a lawyer who knows Spanish law and speaks your language. In the SunClub Business directory you will find Lapchynskyi Partners: lawyers across Spain who cover tax and accounting, employment and civil law. They work in English and Spanish, as well as Ukrainian and Russian.

Bought a business and looking for customers? A basic business page in the SunClub Business directory is free, and it is read in four languages. Add your business to the directory.

Cover photo: ‘Former bar Kepa in Gernika’ by Andrey Romanenko, Wikimedia Commons, licensed under CC BY-SA 4.0. We cropped the image and blurred the phone number on the sign. The cover is shared under the same licence.

Frequently asked questions

What is a traspaso in Spain?

It is the sale of a running business without the seller's company: the buyer gets the lease on the premises, the equipment, the name and the customers. The seller keeps their company or autónomo registration, along with most of the debts. But debts for tax, Seguridad Social contributions and money owed to staff can pass to the buyer.

Do I pay IVA when buying a business in Spain?

No, if the whole business changes hands and can keep trading: premises, equipment, people. If only the equipment or only the right to the lease is sold, IVA at 21% is added. Buying shares in an SL is exempt from both IVA and ITP.

Do the seller's debts pass to the buyer?

With SL shares, all of them do, because they stay with the company. With a traspaso, the buyer is liable for the previous owner's taxes on that business, for the seller's Seguridad Social debts and, for three years, for debts owed to employees. A certificado de sucesión de actividad requested before the deal removes the tax risk.

Does the landlord have to agree to a traspaso?

Under the law, no, if a business is run from the premises. The landlord gets the right to raise the rent by 20% and must be notified within a month. But the lease can ban the transfer or require consent, and then the lease prevails.

Do I need a notary to buy a business in Spain?

To buy shares in an SL, always. For a traspaso the law does not require a notary unless the deal includes premises the seller owns. Otherwise a written contract is enough, but it is best prepared with a lawyer.

Can I buy a business in Spain as a foreigner?

Yes. To buy one, you need an NIE, the identification number for foreigners. To work in the business yourself, you need the right to work in Spain, for example a residence permit that allows you to work. People from Ukraine under temporary protection have that right.

How long does it take to buy a business in Spain?

Allow at least three months. That is how long the tax agency can take to issue the certificate of the seller's debts, and buying through a traspaso without it is risky.