Investing in Spain Through Share Acquisition
Purchasing shares in a Spanish company is a strategic way to enter the Spanish market—whether for control, profit, or business expansion. It requires strict compliance with Spanish corporate, commercial, and tax law.
At Borderless Lawyers, we support international investors in safely acquiring equity in Spanish entities—public or private.
🛒 Ways to Buy Shares in a Spanish Company
1. 🧾 Private Limited Company (SL)
For Sociedades Limitadas (SL):
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Shares are non-publicly traded
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Typically sold via private agreement (compraventa de participaciones)
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Requires shareholder approval or right of first refusal in many cases
🛡️ The transfer must be notarized and registered with the Registro Mercantil.
2. 🏦 Public Limited Company (SA)
For Sociedades Anónimas (SA):
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Shares can be traded more freely, including on public exchanges
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Acquisition can occur via stock purchase, capital increase, or public offering
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Fewer restrictions on share transfer, but regulatory oversight applies
📊 Often used for large investments, joint ventures, and mergers.
📑 Legal Steps for Share Purchase
✅ Step 1: Legal & Financial Due Diligence
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Company’s balance sheet, liabilities, litigation, contracts
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Confirm corporate structure, statutes, and shareholder agreements
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Analyze pending taxes, debts, and employment obligations
🔍 We uncover legal risks before you buy.
✅ Step 2: Drafting a Share Purchase Agreement (SPA)
The SPA should define:
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Number and class of shares
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Price and payment method
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Warranties and indemnities
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Governing law and dispute resolution
💬 If the company has existing shareholders, consent or waiver may be required.
✅ Step 3: Notarization & Registration
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SPA must be signed before a Spanish notary
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Shareholding changes are registered with the Mercantile Registry
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Update in the Libro de Socios (Shareholders Book) is mandatory
📌 Failure to register may invalidate the transfer under Spanish law.
💶 Taxes on Share Purchase in Spain
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Transfer Tax (ITP): Not applicable for SA shares
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For SL shares, 1% ITP may apply (depends on region and transaction type)
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Buyer may need to file Form 600 and pay at the regional tax office
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Possible capital gains tax implications for the seller
🧾 We ensure correct tax declarations and avoid fines.
⚖️ Foreign Investment Reporting
If you’re a non-resident investor, Spanish law requires:
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Declaration to the Foreign Investment Registry (Registro de Inversiones Extranjeras)
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Reporting to the Bank of Spain if over certain thresholds
📢 Some sectors may require prior authorization (e.g., defense, telecom, energy).
📌 Real Case Example
Investor: Canadian entrepreneur acquiring 40% of a Spanish SL
Action: We conducted due diligence, prepared the SPA, filed tax forms, and updated the registry
Result: Smooth transaction completed in 3 weeks, with full regulatory compliance
👩⚖️ Why Work with Borderless Lawyers?
We provide:
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✅ Full legal due diligence
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✅ Notarized contracts and Mercantile Registry filings
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✅ Tax guidance and structuring
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✅ Foreign investment reporting compliance
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✅ Strategic support for joint ventures and long-term ownership
🚀 Ready to Invest in Spain?
Buying shares in a Spanish company doesn’t have to be complicated. With Borderless Lawyers, you get expert guidance at every stage—ensuring a smooth, compliant, and profitable investment.