Overview: Selling Shares in Spain
Selling shares in a Spanish company involves legal, tax, and corporate registry steps—especially for SL (Sociedad Limitada) and SA (Sociedad Anónima) companies.
At Borderless Lawyers, we help foreign shareholders, investors, and business owners transfer ownership securely and in compliance with Spanish corporate law.
🧾 Types of Companies & Share Structures
| Company Type | Share Transfer Rules |
|---|---|
| SL (Sociedad Limitada) | Private company; requires shareholder approval for transfers |
| SA (Sociedad Anónima) | Shares are freely transferable unless restricted in bylaws |
📌 Shareholding limits and approval requirements are usually stated in the company’s Articles of Association.
🔍 Step-by-Step Guide to Selling Shares
1. 📃 Review Company Bylaws & Shareholder Agreements
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Check for transfer restrictions
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Confirm if Right of First Refusal applies
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Determine whether board or shareholder approval is required
⚠️ Ignoring internal rules may lead to a null and void transfer.
2. 🧑⚖️ Draft a Share Purchase Agreement (SPA)
This private contract should include:
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Identity of buyer and seller
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Number of shares sold
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Purchase price
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Payment terms
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Transfer date
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Guarantees and representations
📄 All parties must sign the SPA before proceeding to notarization.
3. 🖋️ Notarize the Share Transfer
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Transfers of shares must be recorded in a public deed before a Spanish notary
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Submit the signed SPA and corporate documentation (company bylaws, registry extract, shareholder book)
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Notary issues a deed of share transfer (escritura pública)
🖊️ Required for updates in the Mercantile Registry (Registro Mercantil).
4. 🗂️ Update Company Shareholder Book
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Directors must update the Libro Registro de Socios (Shareholder Register)
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SL companies must maintain an up-to-date registry with share ownership records
✅ This step makes the transfer legally effective within the company.
5. 🏛️ Register Changes in the Mercantile Registry
If the sale affects company structure or directors:
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File an update with the Registro Mercantil
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Submit notarized deed + updated shareholder list
📌 Failure to register may affect future administrative or tax procedures.
💰 Tax Considerations for Sellers
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Capital Gains Tax applies to the sale of shares
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Residents: taxed progressively up to 28%
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Non-residents: flat rate of 19%
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If shares are sold at a loss, it may be deductible against other capital gains
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Notify Agencia Tributaria (Spanish Tax Authority) of the sale
📑 Buyers must retain proof of payment and notarial deed for future audits.
🌍 Can Foreigners Sell Shares in Spain?
Yes. Both residents and non-resident investors can sell shares in Spanish companies. However:
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Sales above €1 million may trigger reporting obligations with the Bank of Spain (ICEX or ETE forms)
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Anti-money laundering laws apply—source of funds must be documented
💡 Borderless Lawyers assists with cross-border share transactions and currency compliance.
💬 Case Study
Client: A Canadian investor wanted to exit their 30% stake in a Spanish tech startup.
Our Role:
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Reviewed shareholder agreements
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Drafted and notarized the share transfer
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Registered the sale and updated the corporate records
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Advised on capital gains tax and repatriation of funds
📈 Result: Sale completed in under 10 days with full tax and registry compliance.
👩⚖️ How We Can Help
We support:
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✅ Private and public share transfers
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✅ Cross-border investor exits
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✅ Drafting & negotiation of SPAs
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✅ Notarization and registry filings
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✅ Capital gains tax advice
🚀 Sell Shares in Spain the Right Way
Whether you’re transferring shares to a business partner, exiting a startup, or selling to a new investor, Borderless Lawyers ensures your deal is smooth, compliant, and enforceable.