1. 🧾 What Are Your Options?
If you’re no longer operating your business in Barcelona, you have two main legal options:
✅ Sell the company
Transfer ownership to another individual or legal entity.
✅ Close (dissolve and liquidate) the company
Cease all activity, settle debts, and formally shut down the business.
Both processes must follow strict legal and tax procedures in Spain.
2. 🔄 Selling Your Company in Barcelona
To legally transfer your company, you must:
-
Draft a Share Purchase Agreement (SPA)
-
Conduct due diligence on company debts and obligations
-
Appear before a notary to formalize the sale
-
Update the Mercantile Registry and tax authorities
-
Notify Social Security and labor authorities if staff are involved
💡 Tip: Selling the company shares (SL) avoids restarting the licensing process for the buyer.
Capital gains tax may apply to the seller depending on profits and residency.
3. ✂️ How to Legally Close a Company
To close an SL company in Barcelona, the process includes:
| Step | Description |
|---|---|
| 📝 Shareholder Agreement | Vote to dissolve the company (Acta de Disolución) |
| 📉 Liquidation Phase | Sell assets, pay debts, collect receivables |
| 🔚 Final Accounts | Prepare final balance sheet + liquidation reports |
| 🖋️ Notarial Declaration | Sign Deed of Dissolution and Liquidation |
| 📂 Deregister | With Tax Agency, Social Security, Mercantile Registry |
The company must be debt-free before liquidation. All taxes must be paid and employees settled.
4. 📅 How Long Does It Take?
| Action | Timeline |
|---|---|
| Selling | 1–3 weeks (with buyer ready and due diligence complete) |
| Closing | 4–8 weeks depending on complexity, debts, and approvals |
The process is faster with legal representation and Power of Attorney (POA).
5. 💶 What Are the Tax Consequences?
| Scenario | Tax Impact |
|---|---|
| Selling shares | Capital gains tax may apply (19%–26%) |
| Dissolving the company | Tax on liquidation gains if value exceeds capital |
| VAT adjustments | Final Modelo 303 and annual Modelo 390 required |
| Corporate tax | File final Modelo 200 |
| Employees | Must pay severance + social security cancellations |
Failure to file correctly can result in late penalties, interest, and personal liability for directors.
6. ⚠️ Common Mistakes to Avoid
-
❌ Informal share transfers (unregistered)
-
❌ Not canceling CIF or tax obligations after closure
-
❌ Ignoring Social Security when closing
-
❌ Leaving employees unpaid or unreported
-
❌ Not filing final tax declarations
These can cause long-term legal and financial problems, especially for foreign directors.
7. 👨⚖️ How Borderless Lawyers Can Help
We assist foreign business owners with:
✔ Preparing and notarizing company sale documents
✔ Full legal and tax closure of SL companies
✔ Liquidation accounting and final declarations
✔ Coordinating with tax, labor, and registry offices
✔ Avoiding penalties and safeguarding your legal record
✔ Remote execution with Power of Attorney (POA)
Contact us today to sell or close your Barcelona company — legally, safely, and stress-free.