How to buy a company in Spain: shares or assets, price, taxes and checks

A Spanish company with €0.5–10m turnover is most often listed for €0.5–1m: half of the asking prices in 2025–2026 listings range from €250,000 to €2.5m, and the guide is 3–5 years of pre-tax profit.

You can buy the SL’s shares, free of transfer tax, or the business assets; that decides which debts, staff and licences pass to you.

Looking at a company for sale in Spain?

Below: what Spanish companies with staff and several sites are listed for, how buying shares differs from buying assets, which taxes the deal pays, how it runs from the letter of intent to the notary, what a foreign buyer has to do, how to finance the purchase and what an illustrative chain of three beauty salons earns.

The page includes a payback calculator for the purchase.

If you are after a single bar, restaurant or salon rather than a whole company, start with Restaurant for sale in Spain and Hair salon for sale in Spain, which cover the traspaso of one site.

What a company in Spain costs

We reviewed 80 listings of operating Spanish companies with €0.5–10m turnover (October 2026): 67 on Bizalia, listed in 2025–2026, and 13 on BusinessesForSale.

Bizalia shows price, turnover and profit as bands, so the median is a band too: across the 58 listings with a price it is €500,000–1m, a quarter ask less than €500,000 and a quarter more than €1m. These are asking prices: they usually come down in a deal.

How price relates to results: on the midpoints of Bizalia’s bands a company costs about half its annual turnover and roughly 4.5 years of pre-tax profit.

In the 13 BusinessesForSale listings with exact figures the price is 0.63 times turnover and 4.45 times the seller’s net profit at the median.

The working guide is therefore 3–5 years of pre-tax profit, or 0.4 to 1 times annual turnover for a service business.

The figures are rough: sellers state profit in different ways, often before paying the owner.

How profit differs from EBITDA and why it matters for the price is covered in Revenue, income, profit and EBITDA.

Examples from the sample — chains and several sites in one deal: three massage and wellness centres in Madrid with €250,000–500,000 pre-tax profit a year are offered as a share sale for €1–2.5m; five butcher’s shops with their own workshop in Catalonia, turnover €1–2.5m, for €250,000–500,000; two franchised empanada outlets in Madrid shopping centres for €250,000–500,000; a Barcelona restaurant group with €1m turnover for €750,000.

A Madrid cleaning company with 80 employees and €240,000 EBITDA states its price as “EBITDA × 3” — half on signing, half six months later.

Almost four in five companies in the Bizalia listings are SLs or SAs, and almost half have 10 or more employees.

Sellers who state a deal type more often sell shares (23 listings) than assets (13); another 29 leave the choice open.

Shares or assets: what you are actually buying

There are two ways to buy a company in Spain.

In a share deal (compraventa de participaciones) you become a member of the SL, and the company stays the same, with all its contracts, staff, licences and debts.

In an asset deal (compraventa de unidad productiva, or traspaso for a small business) your own company buys the business from the seller’s company — equipment, customers, brand, lease — and the seller keeps the SL.

A share deal

A transfer of SL shares must be made in a public document, that is before a notary, and the buyer can exercise member’s rights once the company is aware of the transfer (art. 106 LSC).

Unless the articles say otherwise, selling shares to an outsider requires the consent of the general meeting, and the other members may buy first; the articles can ban transfers altogether only if they give members the right to leave the company (arts. 107 and 108 LSC).

So when you buy one partner’s stake rather than 100%, the articles come first.

If you buy all the shares and become the sole member, this is recorded before a notary and entered in the Commercial Register (art. 13 LSC).

The defining feature of a share deal is that the company comes with its past. The employer, contracts, licences and tax liabilities stay with the SL; only the owner changes.

The tax authority can assess tax going back four years (art. 66 LGT) — and whatever it finds is paid by what is now your company.

Hence the due diligence, seller warranties and price retention described below.

An asset deal

In an asset deal the seller’s company keeps its past, but not all of it.

Employees pass to the buyer of the business with all their rights, seller and buyer are jointly liable for three years for employment debts arising before the deal, and the collective agreement keeps applying until it expires (art. 44 ET).

The buyer of an operating business is also liable for the seller’s tax debts, including withholdings not paid over, unless before the deal it obtains a certificate that the tax authority issues within three months (arts. 42.1.c and 175.2 LGT); the same applies to social security debts (art. 168.2 LGSS).

The lease and licences are redone.

A business tenant may assign its lease without the landlord’s consent, but the landlord may raise the rent by 20%, and must be notified within a month (art. 32 LAU); a share sale is not an assignment unless the lease says otherwise.

For shops and services covered by Ley 12/2012 — beauty salons, for example — a change of business owner needs no licence, only a notice to the town hall (art. 3.2); food service and other activities follow regional rules. For a three-site chain that means three leases and three notices.

Taxes on the deal

• Shares. A sale of shares is exempt from VAT and ITP transfer tax (art. 338 of Ley 6/2023 on securities markets). The exception is acquiring control, over 50%, of a company whose assets are at least half Spanish real estate not used in a business: the deal is then taxed as a property purchase. An operating company without such property pays no tax on the deal.
• Assets. The transfer of a whole business able to operate on its own is outside the scope of VAT (art. 7.1 Ley 37/1992); a sale of separate assets is subject to it, usually at 21%. If real estate is included in such a transfer, it pays ITP at the regional rate (art. 7.5 TRLITPAJD).
• Goodwill. In an asset deal, the premium over the value of the assets (fondo de comercio) is tax-deductible for the buyer’s company at no more than 1/20 a year (art. 12.2 LIS). A share deal gives no such deduction: no goodwill appears on the acquired SL’s balance sheet.

Structure matters to the seller too, and sellers often insist on a share sale: it lets them leave without an empty company behind.

That is a negotiating point — for example, for a larger price retention.

How the deal runs

1. Letter of intent. The price or price formula, deal structure, an exclusivity period for the review, and confidentiality. It usually does not oblige either side to sign.
2. Due diligence. Financial — real profit, one-off income and costs, working capital, debt; tax — four years of returns; employment — contracts, collective agreement, disputes, “false autónomos”; legal — articles, minutes, leases, licences, customer contracts, data protection. How such a review works is described on our due diligence in Spain page.
3. Price and mechanism. With a locked box the price is fixed on a past balance sheet and the seller may not take money out before completion. With completion accounts the price is adjusted on the balance sheet at completion — actual debt and working capital. For a small company the first is simpler.
4. The agreement. Seller warranties are written statements about the company’s condition, with an obligation to compensate if they prove wrong. So that compensation can be paid, part of the price is retained for 1–3 years or placed in escrow. An earn-out is a part of the price that depends on results a year or two later: it settles the dispute when the seller expects growth and the buyer does not.
5. Notary and registration. Signing before a notary, entry in the share register, and in the Commercial Register for a sole member; a foreign buyer also files an investment declaration.
6. Handover. New directors and bank signatories, notices to landlords and town halls in an asset deal; the seller often stays on for a transition period.

For a single café or salon a traspaso review is usually enough — see our traspaso audit — but when the purchase is a company with staff and several sites, everything above gets checked.

If the buyer is foreign

• Investment declaration. A non-resident who acquires 10% or more of a Spanish company declares the investment to the Registro de Inversiones on form D-1A within a month of the deal; if a Spanish notary authorised the deal and received all the data from the buyer, the notarial system passes the information on (RD 571/2023, arts. 4 and 5; Orden ECM/57/2024, art. 12).
• Foreign investment screening. A buyer from outside the EU and EFTA (or an EU company more than 25% owned by such persons) acquiring 10% or more, or control, needs prior authorisation if the company operates in strategic sectors: critical infrastructure, critical technologies, energy and food security, access to personal data, media. Regardless of sector, authorisation is needed if the investor is controlled by a foreign government. Without it the deal has no legal effect (art. 7 bis Ley 19/2003).
• Small companies. In most of these sectors, acquisitions of companies with up to €5m turnover in the last financial year are exempt from authorisation; where authorisation is required, the decision takes up to three months (RD 571/2023, arts. 14 and 17). A chain of beauty salons is not in a strategic sector.
• NIE. In practice a notary will only execute the deal if the foreign buyer has a Spanish tax number (NIE), so it is obtained before signing.

How to finance the purchase

• Own funds. The fastest route: no waiting for a bank decision, and a buyer ready to pay at once negotiates from strength.
• A bank. The target SL may not lend, guarantee or otherwise financially assist the purchase of its own shares (art. 143.2 LSC), so the loan is taken by the buyer or its holding company against its own security. Borrowing half the price in our example, €425,000, over five years at an illustrative 5% means payments of about €98,200 a year — almost 60% of the acquired company’s net profit.
• The seller. Deferring part of the price is a common term in small-company deals; in our sample the cleaning company itself offers half after six months. Deferral also works as security: the seller has an interest in the business performing after the deal.
• Through a holding company. Dividends paid to a Spanish holding company by a company in which it holds at least 5% for at least a year are 95% exempt from corporate tax (art. 21 LIS), so the loan can be serviced from dividends through the holding. See Holding company in Spain.

Set aside working capital as well: after a change of owner, suppliers sometimes shorten payment terms, while wages and rent are due from the first month. How to size it is covered in Cash gap.

What the acquired company earns: an illustrative chain of three salons

Take an illustrative SL with three beauty salons in rented premises: 18 beauticians, three salon managers and a chain manager, revenue of €100,000 a month excluding VAT, €1.2m a year.

Under the national collective agreement for hairdressers, beauty salons and gyms, 2026 base pay ranges from €1,250 to €1,375 a month by group, and a qualified beautician (group III) earns €1,350 fourteen times a year, €18,900 gross.

Add 10% sales commission, salon managers at €24,000 a year and a chain manager at €45,000. Employer social security in 2026 adds about 32%.

Staff cost about €648,000 a year, €54,000 a month — more than half of revenue.

The rest: materials and cosmetics at 10% of revenue, rent for three sites at €7,500 a month, and other costs (utilities, booking software, marketing, insurance, accountant, equipment repairs) at €10,500 a month.

Pre-tax profit is €216,000 a year, 18% of revenue.

A price of €850,000 is 3.9 times that profit and 0.7 times turnover — within the typical range of the sample for companies with €1–2.5m turnover.

Company purchase payback calculator

The calculator holds this example: a price of €850,000 plus €60,000 for due diligence, lawyers, the notary and a light refresh of the salons; revenue of €100,000 a month; materials 10%; staff €54,000 a month; rent €7,500; other €10,500.

Corporate tax with turnover above €1m is 23%, profit after tax is €166,320 a year, and the €910,000 investment pays back in about 5.5 years, a return of about 18% a year.

The main caveat is sensitivity to revenue.

Staff and rent barely depend on the number of clients, so a 10% fall in revenue halves pre-tax profit to €108,000 and stretches payback to almost 11 years; at a 20% fall the company breaks even.

That is the point of an earn-out: if the seller promises growth, it makes sense to pay part of the price on results.

The model has no depreciation or loan interest, so pre-tax profit here equals EBITDA; in real accounts they will differ.

How to read a payback period and what to compare it with is covered in Payback period, and how a seller justifies the price in How to value a business for sale.

The company’s taxes after the purchase

• Corporate tax. In 2026 a company with prior-year turnover under €1m pays 19% on the first €50,000 of profit and 21% above it; under €10m, 23%; above that, 25%. If the buyer already owns other companies, turnover for these thresholds is measured across the whole group (art. 101.3 LIS) — and the acquired SL may move straight into a higher rate.
• VAT. Beauty salon services are taxed at the standard 21% rate (art. 90 Ley 37/1992); other sectors have their own rate — food in a restaurant, for example, is at 10%.
• Paying the owner. Profit can come out of an SL as a director’s salary or as dividends; which is better at which income level is covered in Salary or dividends from a Spanish SL.

If the company is a manufacturer, the checks go further: large plants run under an integrated environmental permit whose transfer must be notified to the issuing authority (RDL 1/2016), smaller ones under regional rules — in Andalusia, a municipal environmental licence under Ley 2/2026 since 20 June 2026; there are soil reports for potentially polluting activities (RD 9/2005) and liability for contaminated land, which falls on the polluter and then on the owner (Ley 7/2022), entries in the industrial register (RD 559/2010) and, for food producers, the RGSEAA health register (RD 191/2011).

Leased machinery, the power contract, customer concentration and the sector collective agreement, with wage tables often set by province also move the price; we cover all of this in a separate guide, Manufacturing business for sale in Spain.

What to check before buying a company

1. Quality of earnings. Revenue from bank statements and VAT returns (modelo 303) for 3 years, one-off income, and the salary the owner never paid himself: this normalised profit is what the price rests on.
2. Tax and social security. Certificates of no debts, four years of returns, inspections and disputes with the tax authority.
3. Staff. A list of employees with contracts, seniority, pay under the collective agreement and disputes; beauticians working as autónomos who are in fact employees.
4. Each site’s lease. Term, change-of-control clause, the landlord’s right to raise the rent.
5. Licences and notices. Who holds the activity at each site, and whether it matches what is actually done there.
6. Dependence on the owner. If clients come “for the owner”, revenue falls when he leaves — an argument for an earn-out and a transition period.
7. Articles and consents. Restrictions on share transfers, other members’ pre-emption rights, pledges over the shares.

The full review list, and which items are critical for the price, is on our due diligence in Spain page.

If you are moving to Spain for this business

A non-resident can buy a Spanish company, but the purchase itself gives no right to live in Spain.

The investor residence permit, which could also be obtained by investing €1m in shares of Spanish companies, was abolished from 3 April 2025 (arts. 63–67 Ley 14/2013 as amended by Ley Orgánica 1/2025).

A non-EU citizen can live in Spain and run the acquired company personally only with a residence permit — usually a self-employment permit, for one year at first.

The startup visa does not suit buying an ordinary operating business.

How the self-employment permit works and how it differs from an employment permit is covered by Relotus in «Cuenta propia in Spain».

The sensible order is to confirm the permit first and only then sign a letter of intent.

Frequently asked questions

How much does it cost to buy a company in Spain?

Companies with €0.5–10m turnover in 2025–2026 listings are most often priced at €500,000–1m, and half range from €250,000 to €2.5m. The guide is 3–5 years of pre-tax profit. These are asking prices; deals close lower.

Is it better to buy a company’s shares or its assets?

Shares are simpler to transfer and the deal pays no VAT or ITP, but with the company you take on all its past debts and tax risks. Assets are cleaner on the past, but employees and some debts still pass, and the lease and licences must be redone.

Is tax payable when buying shares in an SL?

No, a sale of shares is exempt from VAT and ITP. The exception is acquiring control of a company that is more than half real estate not used in a business: the deal is then taxed as a property purchase.

Do the company’s debts pass to the buyer?

In a share deal, yes: all debts stay in the company. In an asset deal the buyer is liable for the seller’s tax and social security debts unless it obtains certificates before the deal, and for three years jointly with the seller for employment debts.

How can a buyer protect against the seller’s hidden liabilities?

With a review before the deal and with the agreement: seller warranties, retention of part of the price for 1–3 years or an escrow account, deferred payment, an earn-out. The tax authority can assess tax going back four years, so that is the period warranties are sized for.

Does a foreigner need permission to buy a Spanish company?

Usually not: it is enough to declare the investment on form D-1A within a month, and for a deal before a Spanish notary the notarial system does it. Prior authorisation is needed for non-EU buyers in strategic sectors and for investors controlled by a foreign government.

Can you buy a company with a loan?

Yes, but the loan is taken by the buyer or its holding company: the target SL itself may not guarantee a loan to buy its own shares. Part of the price can often be deferred with the seller.

Does buying a company give residency in Spain?

No. The investor permit, including for investing €1m in shares of Spanish companies, was abolished in April 2025. To live in Spain and run the acquired company you need a self-employment residence permit.

Key points about buying a company in Spain

• Companies with €0.5–10m turnover are most often listed at €0.5–1m; the guide is 3–5 years of pre-tax profit.
• In a share deal the company passes with its past; in an asset deal employees and some debts still pass, and the lease and licences are redone.
• A share sale pays no VAT or ITP unless the company mainly holds non-business real estate.
• The buyer’s protection is due diligence, seller warranties, price retention, deferred payment and an earn-out.
• A foreign buyer declares the purchase on form D-1A; authorisation is needed only in strategic sectors or for a state-controlled investor.
• The illustrative three-salon chain at €850,000 pays back in about 5.5 years — but in almost 11 years if revenue falls by 10%.

Sources

• Ley de Sociedades de Capital (RDL 1/2010), arts. 13, 106–108, 143 — BOE; Ley 6/2023 on securities markets, art. 338 — BOE.
• Ley 37/1992 (VAT), arts. 7 and 90 — BOE; TRLITPAJD (RDL 1/1993), art. 7 — BOE; Ley 27/2014 (corporate tax), arts. 12, 21, 29, 101 and transitional provision 44 — BOE.
• Estatuto de los Trabajadores, art. 44 — BOE; Ley General Tributaria, arts. 42, 66, 175 — BOE; LAU, arts. 4 and 32 — BOE; Ley 12/2012, art. 3 — BOE.
• Ley 19/2003, art. 7 bis — BOE; RD 571/2023 on foreign investment — BOE; Orden ECM/57/2024 — BOE.
• Collective agreement for hairdressers, beauty salons and gyms 2024–2026 — BOE; Orden PJC/297/2026 (social security) — BOE.
• Ley 14/2013, art. 63 — BOE.
• RDL 1/2016 (integrated environmental permit), arts. 5, 31 and Annex 1 — BOE; Andalusian Ley 2/2026 on environmental management — BOJA; RD 9/2005 on contaminated soil — BOE; Ley 7/2022, arts. 98 and 100 — BOE.
• RD 559/2010 (Integrated Industrial Register) — BOE; RD 191/2011 (RGSEAA) — BOE.
• Company-for-sale listings — Bizalia, BusinessesForSale, October 2026.