Spain is a vibrant M&A market, attracting both EU and international buyers. But navigating a merger or acquisition in Spain requires careful legal planning, financial vetting, and regulatory compliance.
This guide walks you through the M&A process in Spain, including legal structures, due diligence, contract negotiations, and regulatory approvals.
🏛️ Common M&A Structures in Spain
When acquiring a business or merging with a Spanish entity, typical deal structures include:
| Structure | Description |
|---|---|
| Share Purchase (SPA) | Buyer acquires shares in a Spanish company |
| Asset Purchase | Buyer acquires specific assets and liabilities |
| Merger (Fusión) | Two entities combine into one legal entity |
| Spin-off/Division (Escisión) | Business is split into multiple parts or spun off |
Each structure has tax, legal, and operational implications. Share purchases are most common in Spain.
🧠 Legal Due Diligence
Before closing any deal, a buyer must conduct a thorough due diligence review, typically covering:
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Company structure and corporate records
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Employment contracts and labor risks
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Tax compliance and liabilities (Modelo 200, IVA, IRPF, etc.)
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Intellectual property and trademarks
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Commercial leases and real estate
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Regulatory licenses and permits
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Litigation, disputes, or liabilities
💡 Access to the company’s “Libro de Actas” and financial statements from the Mercantile Registry is key.
📜 Drafting the Purchase Agreement
The main legal document is typically the Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA).
It should include:
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Price and payment terms
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Representations and warranties
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Indemnification clauses
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Post-closing obligations
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Confidentiality & non-compete clauses
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Closing conditions
📌 Spanish law requires many M&A documents to be notarized and filed with the Registro Mercantil.
⚖️ Regulatory Approvals
Some M&A deals in Spain require prior regulatory approval:
| Authority | When Required |
|---|---|
| CNMC (Competition Authority) | If merger may affect market competition |
| CNMV | If publicly listed companies involved |
| Sector-specific regulators | e.g. banking, telecom, energy |
Foreign investments may also need prior notification or screening under Spain’s FDI regime (for defense, tech, critical infrastructure sectors).
💶 Tax Considerations in Spanish M&A
Tax planning is essential. Key factors include:
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Capital gains tax on sale of shares
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Transfer taxes on asset purchases (usually 6–10%)
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VAT exemptions for certain business transfers
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Loss of tax credits or carryforwards in reorganizations
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Possible use of tax-neutral mergers under Spanish law
It’s critical to conduct tax due diligence and possibly structure the deal through a holding company.
🤝 Post-Merger Integration Issues
After a merger or acquisition, plan for:
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Employment transitions and harmonization
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Renegotiation of supplier or lease agreements
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Trademark or brand transitions
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Tax and accounting consolidation
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Notifying the Registro Mercantil and tax authorities
🌍 Cross-Border M&A in Spain
Spain welcomes cross-border deals. For foreign buyers:
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EU companies enjoy free access under single market rules
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Non-EU buyers may need FDI screening clearance
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Bilingual documents and international notarial certifications may be required
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Local representation via Spanish legal counsel and notary is essential
👨⚖️ Borderless Lawyers: Full-Scope M&A Legal Support
We guide foreign investors, corporations, and startups through all M&A stages:
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Legal and financial due diligence
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SPA/APA drafting and negotiation
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Regulatory filings (CNMC, FDI screening)
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Post-merger integration and compliance
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Tax structuring advice