By Welex, leading law firm in Marbella. There are many reasons why a person or company may wish to purchase another company in Spain, whether to start a new business, or to expand, create his mark or to acquire clients or suppliers.
Factors to be considered: The transfer of rights and obligations of a Spanish company.
One of the aspects to be considered if you wish to acquire a company of business in Spain is the transfer of rights and obligations in the purchase of said company.
Upon acquiring a company or a business, multiple factors and formalities must be taken into account, as this action not only implies the acquisition of tangible assets, such as the premises, materials, furniture and so on. Other factors must also be addressed, such as intangible assets: marks, suppliers, the location of the premises, clients’ portfolios and the like.
Likewise, special attention must be given to the transfer of liabilities; if the previous owner has debts, we must analyse what his obligations towards the tax office are, and to his employees, suppliers and others.
Spanish legal aspects to be considered
When we examine the law, it is clear that it is possible to succeed the liabilities for infringements that were committed by the previous owner. That is to say, a legal entity that purchases another Spanish company may be liable for the infractions of said company.
This is stipulated in the court ruling of 16 December 2015 and passed by the Supreme Court, in which the criteria are stipulated to prevail for the substantial identity between subsequent companies when clearing liabilities.
Although another denomination of the company is chosen, or the company is restructured, the liabilities of said company are inherited. Legal changes in the internal organisation or changes of ownership do not necessarily imply the creation of a new legal entity free from liability.
The liability of an acquired company may be released if the firm’s economic and business activities are paralysed.
Recommendations from Welex, your law firm in Marbella and team of accountants in Spain.
It might be tempting to purchase a company. Nevertheless, we recommend that you first analyse the advantages and disadvantages of doing so, and then consider whether it would be more advantageous to purchase assets or shares.
Furthermore, we recommend requesting all information regarding the company, including a detailed list of debts, credits and other activities.
At Welex, we will advise you on all legal aspects, tax- and labour-related issues and commercial aspects when purchasing a new company in Spain. We will fully accompany you through the process and provide you with solutions to all formalities needed to establish your new company.
Do you wish to purchase a company in Spain? Does your Spanish company need an efficient English speaking accountant in Marbella, Málaga, Spain? Do not hesitate to contact our law firm in Marbella now!