How to buy a small business in Spain (traspaso): the steps, the papers and the traps (2026)

Buying a small business in Spain usually means a traspaso: you take over the fittings, the customers and the lease of a going business in rented premises. One step comes before everything else: on day one, get the seller's written consent and request the tax agency's certificate of the tax debts, penalties and liabilities that come with the business (article 175.2 of the General Tax Act). The agency has three months to answer, and if it stays silent, you are exempt from the liability that certificate covers.

Traspaso is not a category of the Civil Code or the Commercial Code: the noun appears in neither (our own count in the in-force text of both, 7 September 2026, repeated 4 October 2026). The Urban Leases Act of 1994 uses the word only in its transitional rules for old leases; for a new deal the law speaks of assigning the lease (art. 32). What you buy is what the papers say. Each of the seven stages below gives what to do, which paper to ask for, the law or deadline, and the trap. A step-by-step breakdown of each stage is in the book "Buying a Small Business in Spain" by Grig Lien.

General information, not legal or tax advice.

Stage 1. Find the business and screen the listing

Do. Most adverts are placed by an agent, who knows how to sell; only the owner knows the business. Before any visit, ask in writing: "What is the monthly rent? How many years do the contract and the licence still run, and can you send me the pages that say so? How many people work there, and since when?" An advert is written to sell; if it is silent on any of these points, treat that as a question, not an answer.

Everything is asked in Spanish, and every paper comes back in Spanish (or the regional language of your region). If you do not read it, budget for someone who does.

If you are not Spanish, apply for your identity number, the NIE, now (Royal Decree 1155/2024, art. 205.3). From abroad you apply at the Spanish consulate; the administration has five days to decide, counted from when the application reaches the police, and if it does not answer, the application counts as refused (art. 205.4). The NIE does not give you the right to live or work in Spain: settle that with an immigration lawyer before you pay anything.

Trap. Reading an old listing as a warning sign: it is room to negotiate. The real warning is a request for money before anyone names who legally runs the business.

Stage 2. The first message: four documents and one signature

Do. On the evening of the first visit, ask in one message for:

• the whole lease, with every annex, not the first page on a phone;
• the ITA report (the social security list of workers registered to the business, with start dates), names covered, and three months of contribution settlements;
• an inventory of everything that transfers, with a value against each item;
• monthly takings for the last 24 months;
• the seller's written consent for the tax certificate under article 175.2.

Why the consent goes first. Under article 175.2 of the General Tax Act (Ley 58/2003), a would-be buyer "has the right, with the prior consent of the current holder", to request a detailed certificate of the tax debts, penalties and liabilities of the activity. The tax agency (AEAT) must issue it within three months of the request. If it lists debts, your liability is limited to them; if it lists none, or comes late, you are exempt. If you never ask, your liability "shall also reach the penalties imposed or that may be imposed" (art. 42.1.c). The words to use: "I want to request the tax certificate under article 175.2 of the General Tax Act. It needs your consent. Will you sign the authorisation this week?"

Regional and municipal taxes are run by other administrations, and the AEAT certificate does not list their debts. Whether you can ask those offices for the same certificate we have not checked: ask your gestor. More in our note Spain: the certificate that caps the tax debts you inherit.

Trap. "My gestor says it's not necessary." (A gestor is the administrative agent most small businesses use for filings: not a lawyer, not an accountant.) No law obliges anyone to ask; the cost of not asking still lands on you. A refusal is not proof of a debt, so ask why: "not until we have something signed" is a position; no reason at all is a different answer.

Stage 3. Check the real turnover

Do. Ask first for papers the seller filed with an authority, where the figures carry consequences for whoever filed them, then for the ones that show the season:

Then count yourself: customers through the door for two hours on a Tuesday and two on a Saturday, times the average ticket; chairs, tables or lifts, the ceiling nobody can talk away. Ask: "What was left last month, after the stock, the wages, the rent and the contributions were paid?" Do the sum once with you working inside, once with a paid manager.

Trap. "The real turnover is much higher, trust me." That asks you to pay for money nobody can prove, and if the tax agency later looks at the gap, it can pursue the buyer as well as the seller (article 42.1.c: the liability is joint).

Stage 4. Before the deposit: the letter of intent and your own checks

The letter of intent sets the price in principle before the contract. Your lawyer or gestor adapts these points to your deal. Put in writing:

• the price and the facts it assumes: staff, years of lease, terrace seats, tax treatment;
• conditions before completion: the lease may be assigned, the licence can change holder, the 175.2 certificate has arrived or its three months have passed;
• exclusivity, with an end date;
• a retention (part of the price held back against a named risk) with three lines: whose account holds it, what event releases it, what happens if you disagree;
• what happens if the deal fails, and whether any deposit comes back.

What you can check yourself, for free or a few euros

First get the exact legal name and tax number (NIF) of whoever runs the business: registers hold legal names, not shop signs. A self-employed owner (autónomo) is normally in no company register; search by the owner's DNI or NIE.

1. Company acts. BORME, the Commercial Registry's gazette, free: incorporations, directors, dissolutions, insolvency. Search the address too: how many companies ran this activity there, and did any fold? What the register holds today is shown by a paid extract (nota simple) from the Commercial Registry. The extract is informative; only the registrar's certificate proves the content formally (Commercial Registry Regulation, art. 77.2).
2. Insolvency. Registro Público Concursal, free, by NIF or name. A match is a fact to raise; no match proves nothing.
3. The premises. Catastro, free: the parcel and its recorded use. A Land Registry nota simple, €9.02 plus VAT, on average under two hours, according to the registrars' own page: owner, mortgages, attachments, and whether the lease is registered (the same page says the nota simple is informative only; a certificate is the only formal proof).
4. Charges on equipment. The Movable Property Register: €9 plus VAT for an extract. It records retention of title, leasing and pledges over machinery. Ask for purchase invoices of expensive machines too.
5. Undelivered notices. The BOE's Tablón Edictal Único, free: fines, tax demands and attachments that could not be delivered in person.

Without the seller you cannot get their certificates of being up to date with the tax agency and social security, or the lease itself.

A real case: the debt that reached the third owner

A hotel business in Castilla y León changed hands in 2017 and again in 2019. In April 2022 the tax agency declared the third company jointly liable for €129,176.32 (before the tribunal cut some penalties) of tax debts left by the first: unpaid income tax withholdings for periods between 2009 and 2013, and penalties for ignoring tax agency requests. The tax review tribunal recorded that there was no record of the buyer requesting the article 175.2 certificate. It cut some penalties; the regional high court dismissed the appeal in April 2025.

On 29 May 2026 the Supreme Court agreed to decide whether "previous holder" means only your seller or can reach owners further back (ECLI:ES:TS:2026:5353A). The court has also asked itself how the 175.2 certificate works when the debts were left by earlier owners. That is an admission, not a ruling; there is no Supreme Court ruling yet, and lower bodies have gone both ways (a regional tax tribunal in Valencia refused to skip a link in the chain; the Castilla y León bodies allowed it). So ask the seller who ran this activity at these premises earlier, check the answer in the registry, and size the retention to the links in the chain.

Before you pay the deposit: what we add to these checks

These checks go quickly once you know the seller's exact legal name and tax number (NIF) and the exact address of the premises. Send us one of these: the business's legal name, its registration or tax number, or its trade name and town. Add the listing if you have one. We work out which company stands behind it (if we cannot, we tell you what is missing before you pay us), read what the public records hold on it and on the seller, and set out the legal points that apply to the deal. You get one report with a source and a date on every line, and a list of the checks the records could not answer. We do not contact the seller or the seller's broker.

The €550 report: price and how to order on our pricing page · see a sample report (a restaurant in France)

Stage 5. What arrives without your signature: the lease, the staff, the licence

The lease. For leases signed since 1 January 1995 on business premises, the contract comes first; the law only fills its gaps, apart from a few rules that always apply (Urban Leases Act, art. 4.3). If the contract is silent, the tenant may assign it without the landlord's consent (art. 32.1); the landlord may then raise the rent by 20 % (art. 32.2) and must be told in a way you can prove within one month (art. 32.4). If you assign without following article 32, for example without the provable notice, the landlord may end the lease (art. 35). If the contract forbids assignment, you need the landlord's written consent. The Act gives business premises no minimum term and no right of renewal, so what you pay for is largely the years left at the current rent. Ask the landlord in writing whether they will take the 20 %.

The staff. If the business keeps its identity (an organised set of means for carrying on an economic activity), the employment contracts pass to you by law, with their length of service (Workers' Statute, art. 44). "The staff leave with me" is not something you two can agree. For three years you and the seller are each liable for the full amount of unpaid labour debts from before the transfer. Unfair dismissal costs 33 days' salary per year of service, 45 for service before 12 February 2012, up to a legal cap (24 months' salary; up to 42 for older contracts). Social security goes further: the buyer answers for all contribution debts from before the succession (General Social Security Act, arts. 142.1 and 168.2). Article 168.2 promises certificates that would free the buyer from this liability, to be set by regulation. Royal Decree 1415/2004 (Social Security collection), Order TAS/1562/2005 and Royal Decree 84/1996 (employer registration, article 19) contain no such certificate. That does not prove it exists nowhere, but plan without it. Your protection is contractual: a retention and the seller's promise to repay you; neither limits what social security can claim from you. Before the transfer, the seller must tell the staff (or their representatives) the date, the reasons and what changes for them; you must tell your own staff, if you have any (art. 44.6 to 44.8). Ask for the seller's notice in writing, so you can show it was given.

The licence. It belongs to the premises and the activity; usually the town hall grants it, and some activities also need a regional authorisation. Under Act 12/2012, hair and beauty salons, laundries, bread outlets and most shops, if the sales area is no more than 750 m² (useful sales area, permanent establishments; activities with an impact on heritage or on the private use of public land are outside, art. 2.2), change holder by a prior communication "for information purposes only" (art. 3.2). Bars, restaurants, hotels, vehicle repair workshops, pharmacies and clinics are outside that list: the town hall's rules, and for some activities regional rules, decide. Ask its activities department, in writing: which regime applies here; what is needed to put it in your name; is any file, complaint or inspection open; how long before a stopped activity's permit lapses. A pavement terrace is a separate permit.

Trap. "The licence is included." The seller cannot give what the town hall grants. Tie part of the payment to the change of holder.

Stage 6. The contract: what you buy and what it costs in tax

The business or the company. A sale of the business assets alone usually needs no notary (Civil Code art. 1280 asks for a public document mainly for rights over buildings and a few other acts), but it should be in writing. Buying the shares of a limited company (S.L.) needs a notary (Capital Companies Act, art. 106.1) and, for an outside buyer, unless its articles say otherwise, the consent of its general meeting (art. 107). Ownership of the assets passes with delivery, not by the contract alone (Civil Code, art. 609); signing a notarial deed counts as delivery (art. 1462). So the contract needs a handover date and a list.

The tax fork.

The VAT test (art. 7.1, which also asks that you intend to keep the assets in a business) and the successor-liability test (art. 42.1.c) are worded differently; a deal can land on different sides of each. Ask your adviser.

Splitting the deal into three contracts does not help if the items together let the activity continue. If the premises are in the deal and VAT does not apply, they fall under transfer tax (Transfer Tax Act, art. 7.5).

Your lawyer or gestor adapts these points to your deal. Put in the contract:

• the inventory annex: item, identifying detail, age, owned outright or on finance or on loan from a supplier, agreed value; and "what is not on the list is not included";
• the seller's promise to repay you if earlier debts are claimed from you;
• the seller's statement that nobody works there beyond those listed;
• the retention and the conditions from stage 4;
• the handover list: keys, codes, supplier accounts, the licence file.

Trap. Letting the word traspaso decide the tax. Ask in writing: "Is this deal treated as the transfer of a going concern or a sale of assets, and who decided that?"

Stage 7. Completion and the first month

• Do not complete before the 175.2 certificate arrives or its three months expire. Keep the request and the receipt.
• Within six calendar days of the succession, weekends included, register as the new employer with social security (Royal Decree 84/1996, art. 19.2).
• Within one month of agreeing the assignment of the lease, notify the landlord in a way you can prove (Urban Leases Act, art. 32.4).
• File the change of holder at the town hall in the form it told you.
• If completion slips, ask again for the certificates of being up to date: they describe one day.

The papers in one table

"Not measured" means nobody on our side has timed it. The two-hour figure is the registrars'. Three months and five days are legal limits counted from the request or from registration with the police; they are not the time you will wait in practice.

Questions buyers ask first

Can a foreigner buy a small business in Spain? The core steps are the same for any buyer, and the 175.2 certificate is requested by the buyer, whoever that is. You need an NIE first. Living and working in Spain is a separate question for an immigration lawyer.

Do I take over the seller's debts? Buying a working business: the seller's tax debts from running it can pass to you, limited by the 175.2 certificate, and for social security debts from before the succession you answer in full, together with the seller. Buying the company: its debts stay in the company you now own.

Can the landlord stop the sale? If the lease is silent, no: the landlord gets the 20 % rent rise and the notice. If it forbids assignment, you need their written consent; assigning anyway breaks the contract. The Act gives the landlord no right to buy first (check the lease for a clause that does): the right of first refusal in the Urban Leases Act (arts. 25 and 31) is the tenant's, when the landlord sells the rented premises.

Do I need a lawyer or a gestor? None of the tax laws we read requires either. Where it pays to hire one: drafting the retention and repayment clauses, reading an unusual lease, and the tax treatment of a deal on the line between a working unit and separate items.

Sources

1. Buying a Small Business in Spain (book by Grig Lien), appendices A1-A4, A8, A11; chapters 1-3, 5-11, 15; front matter (retrieved 4 October 2026)
2. General Tax Act 58/2003 (Ley General Tributaria), arts. 42.1.c and 175.2, consolidated text (retrieved 4 October 2026)
3. Urban Leases Act 29/1994 (Ley de Arrendamientos Urbanos), arts. 4.3, 25, 31, 32 and 35, consolidated text (retrieved 12 October 2026)
4. Workers' Statute, Royal Legislative Decree 2/2015, arts. 44, 56.1 and transitional provision eleven, consolidated text (retrieved 4 October 2026)
5. General Social Security Act, Royal Legislative Decree 8/2015, arts. 142.1, 168.2, consolidated text (retrieved 4 October 2026)
6. Royal Decree 84/1996 (registration of employers), art. 19.2, consolidated text (retrieved 4 October 2026)
7. Act 12/2012 (liberalisation of trade and certain services), arts. 2, 3 and annex, consolidated text (retrieved 4 October 2026)
8. VAT Act 37/1992, arts. 7.1 and 90, consolidated text (retrieved 4 October 2026)
9. Transfer Tax and Stamp Duty Act, Royal Legislative Decree 1/1993, art. 7.5, consolidated text (retrieved 4 October 2026)
10. Capital Companies Act, Royal Legislative Decree 1/2010, arts. 106 and 107, consolidated text (retrieved 4 October 2026)
11. Civil Code, arts. 609, 1280 and 1462, consolidated text (retrieved 4 October 2026)
12. Commercial Code (Código de Comercio), consolidated text (retrieved 4 October 2026)
13. Commercial Registry Regulation, Royal Decree 1784/1996, art. 77, consolidated text (retrieved 4 October 2026)
14. Royal Decree 1415/2004 (General Regulation on Social Security collection), consolidated text (retrieved 4 October 2026)
15. Order TAS/1562/2005 (implementing the Social Security collection regulation), consolidated text (retrieved 4 October 2026)
16. Royal Decree 1155/2024 (immigration regulation), art. 205.3 and 205.4, consolidated text (retrieved 4 October 2026)
17. Tribunal Supremo, Sala de lo Contencioso-Administrativo, auto de admisión of 29 May 2026, appeal 4570/2025, ECLI:ES:TS:2026:5353A, Id CENDOJ 28079130012026201270 (CENDOJ) (retrieved 4 October 2026)
18. BORME, Official Gazette of the Commercial Registry (retrieved 21 September 2026)
19. Registro Público Concursal (public insolvency register), search (retrieved 21 September 2026)
20. Colegio de Registradores, price of Land Registry information (nota simple) and of Movable Property Register information (retrieved 4 October 2026)
21. Dirección General del Catastro, search of non-protected cadastral data (retrieved 21 September 2026)
22. BOE, Tablón Edictal Único (single edictal board) (retrieved 21 September 2026)
23. Seguridad Social, certificates of being up to date with payments (retrieved 21 September 2026)