A going business in Spain is bought in one of two ways. The first is the company’s shares: you take the legal entity as a whole, with its contracts, licences and debts. The second is the business as a going concern: equipment, stock, the lease and the employees pass to you, while the seller keeps their company.
The choice drives the tax. Buying shares is exempt from both VAT and transfer tax (ITP); the exception is companies where more than half of the assets are real estate not used in the business. Buying the business as a whole is also outside VAT, but the buyer pays ITP on any real estate included, at the regional rate.
The main risk is the seller’s debts: tax, social security contributions and obligations to employees. Against tax debts there is one real protection: a certificate the buyer may request before the deal.
Shares or the business: what exactly to buy
| Company shares | Business as a going concern | |
|---|---|---|
| What you get | The legal entity with all its contracts, licences and history | Equipment, stock, the lease and employees; the company stays with the seller |
| Transaction tax | No VAT or ITP, except companies whose assets are unused real estate | No VAT if it is a working unit; ITP on real estate at the regional rate |
| Seller’s debts | Stay inside the company and come to you with it | Tax debts from the business, contributions and employee obligations pass over |
| Formalities | Notarial deed, entry in the register of members | Sale agreement, assignment of the lease, change of holder on licences |
A transfer of SL shares is executed before a notary; by default the other members have a pre-emption right, and a sale to an outsider needs the general meeting’s consent unless the articles say otherwise (Articles 104–107 of the Companies Act). So the first document to read is the articles, not the sale agreement.
Tax on the transaction
- Buying shares. Transfers of shares are exempt from VAT and ITP (Article 338 of the Securities Markets Act). The anti-avoidance rule bites when the buyer takes control of a company where more than half the assets are Spanish real estate not used in a business activity. In a working hotel or restaurant the property is used in the business, so the rule does not apply; the risk sits with asset-holding shells.
- Buying the business. A transfer of a set of assets able to operate on its own is outside VAT (Article 7 of the VAT Act). If assets are sold piecemeal, machinery here and stock there, it is an ordinary supply with 21% VAT.
- Real estate inside the deal is subject to transfer tax (Article 7.5 of the ITP Act). The rate is set by the region; where none is set, 6% applies to real estate and 4% to movables.
The seller’s debts: the main risk
The buyer of a business is liable for the previous owner’s tax debts arising from that activity (Article 42.1.c of the General Tax Act). That liability can be avoided: with the seller’s consent the buyer asks the tax office for a detailed certificate of debts, penalties and liabilities. The tax office issues it within three months; the buyer’s liability is limited to what the certificate says, and if it comes back clean or is not issued in time, the buyer is released altogether (Article 175.2).
- Social security contributions. On a change of owner the acquirer is jointly liable for all contribution debts arising before the deal (Articles 142.1 and 168.2 of the Social Security Act). The same law provides certificates that remove this liability.
- Employees transfer with the business. A change of owner does not by itself end employment contracts: the new employer takes on all the previous employer’s rights and obligations, including pension ones. Seller and buyer are jointly liable for three years for employment obligations arising before the deal, the collective agreement continues to apply, and employee representatives must be informed in advance (Article 44 of the Workers’ Statute).
In practice: request the tax and social security certificates before signing, not after, and allow up to three months for them. The debt and contract review is usually run by a lawyer together with a gestor.
The lease and traspaso
If the business operates from leased premises, the lease is its most valuable part. A tenant running a business there may assign the lease without the landlord’s consent, but the landlord may raise the rent by 20% on an assignment and by 10% on a partial sublease; the landlord must be notified within one month in a demonstrable way (Article 32 of the Tenancy Act).
- Read the contract first. For non-residential leases the parties’ agreement prevails over the law (Article 4.3), so a ban on assignment or a higher uplift written into the contract will hold.
- How long is left. You pay for the business but receive the lease for its remaining term; renewal terms are discussed with the landlord before the deal.
- Compensation for the tenant. Where retail trade has been carried on for five years, at the end of the term the tenant may claim compensation, having asked to renew for at least five more years four months in advance (Article 34).
Hotels: licence and the tourism register
Tourism is a regional competence, so a hotel sits in a regional register and a change of owner means amending the entry, not obtaining a licence again. In the Valencian Community the register records material changes, including the transfer of title to the establishment (Article 78.2 of the Tourism Act). In Andalusia the activity starts with a responsible declaration, and filing it counts as meeting the registration duty (Articles 37 and 38.2 of the Tourism Act). The exact procedure in each region sits in secondary decrees and is checked before the deal.
What to look at in a hotel besides the price: a current register entry and the assigned category, the activity licence and whether the premises match it, staff contracts, bookings and obligations to guests, and contribution debts.
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What a foreign buyer needs
- Investment declaration. Acquiring 10% or more of a Spanish company, and buying real estate above €500,000 as a non-resident, are declared to the investment register after the deal. If a Spanish notary formalised it and you gave them the details, the notarial body files the declaration (Articles 4 and 5 of Royal Decree 571/2023).
- Prior authorisation is required for investors from outside the EU taking 10% or more in sensitive sectors: critical infrastructure, dual-use technologies, energy and raw materials, personal data, media (Article 7 bis of Law 19/2003). An ordinary hotel, restaurant or shop does not fall under it, and no authorisation is needed where the target’s turnover does not exceed €5m. A deal made without a required authorisation is void until it is obtained.
- For a buyer with a Russian passport. The EU ban on deposits above €100,000 and on setting up trusts does not apply to holders of a residence permit of an EU country (Articles 5b and 5m of Regulation 833/2014). EU companies more than 40% owned by Russians report quarterly on transfers out of the EU above €100,000 (Article 5r). In practice the order is simple: residence first, then the deal and the bank.
Does buying a business give residence
Not by itself. The golden visa is gone: Article 63 of Law 14/2013 was left without content on 3 April 2025, as covered in the article on residence through investment. What works for a business owner:
- Self-employment residence (cuenta propia) if you run the business yourself: a business plan, qualifications or experience, sufficient investment and an assessment of whether the project will create jobs. The first permit runs one year (Articles 83–85 of the regulation).
- Startup visa only for an innovative project with a favourable ENISA report (Article 70 of Law 14/2013).
- Non-lucrative residence if you own the company but do not work in it and live on dividends: the threshold is 400% of IPREM a month.
- The digital nomad visa does not fit: it is for work for companies outside Spain.
A comparison of the routes is in the article on Spanish residence permits; how to move a team to Spain is covered in the article on relocating a business and employees.
Tax after the purchase
Company profit is taxed at 25% as a rule; for micro-enterprises with turnover below €1m, in 2026 at 19% on the first €50,000 and 21% on the rest; for companies with turnover below €10m at 23%; and for new companies at 15% in the first profitable year and the next one (Article 29 and transitional provision 44 of the Corporate Income Tax Act). A company continuing an activity previously carried on by a related party and transferred to it does not count as new. Dividends to a non-resident are taxed at 19%, as covered in the article on non-resident taxes. How the same purchase works in France is covered in the article on buying an existing business in France.
Common mistakes
- Signing without requesting the tax debt certificate: without it, the buyer’s liability covers the seller’s penalties too.
- Assuming the employees stay with the seller: they transfer with the business, and debts to them are shared for three years.
- Not reading the lease: in non-residential tenancies its terms prevail over the law, and assignment can be prohibited.
- Expecting a hotel licence to carry over automatically: the change of owner goes through the regional register, and the procedure differs by region.
- Buying 10% or more in a sensitive sector without investment authorisation: the deal is void.
- Counting on residence for buying a business: the golden visa is gone, and the status is obtained on another ground.
Frequently asked questions
Is it better to buy the shares or the business itself?
Shares when licences, contracts and the company’s history matter and the debts have been checked. The business as a going concern when the seller’s debts are opaque: then obligations from the activity pass to you, but not the entity’s whole history.
What tax does a buyer of a business in Spain pay?
Buying shares is exempt from VAT and ITP. Buying the business as a working unit is outside VAT, but real estate within it is subject to ITP at the regional rate; assets sold piecemeal carry 21% VAT.
Do the seller’s debts pass to the buyer?
Yes: tax debts from the activity, social security contribution debts and obligations to employees. Tax liability is removed by a certificate the buyer requests before the deal, and contributions have their own certificates.
What happens to employees when a business is sold?
They transfer to the new owner on the same terms; seller and buyer are jointly liable for three years for employment debts arising before the deal.
Does buying a hotel require a new licence?
As a rule no: the establishment is already in the regional tourism register, and a change of owner is handled by amending the entry. The procedure is set regionally, so check it before the deal.
Does buying a business give Spanish residence?
No. The golden visa was abolished on 3 April 2025. An owner can use self-employment residence, the startup visa for an innovative project, or non-lucrative residence if you live on dividends and do not work in the company.
Sources
- Companies Act: Articles 104–107; Ley 6/2023: Article 338; VAT Act: Article 7; ITP Act: Articles 7.5 and 11
- General Tax Act: Articles 42.1.c and 175.2; Workers’ Statute: Article 44; Social Security Act: Articles 142.1 and 168.2; Tenancy Act: Articles 4.3, 32, 34
- RD 571/2023; Ley 19/2003: Article 7 bis; EU Regulation 833/2014: Articles 5b, 5m, 5r; Corporate Income Tax Act: Article 29 and transitional provision 44
- Valencian Tourism Act: Article 78; Andalusian Tourism Act: Articles 37 and 38; RD 1155/2024: Articles 83–85; Ley 14/2013: Articles 63, 70, 74 bis
