How deals actually die — on the record.
Court-record breakdowns, plain-language guides and short risk flags from screening small-business purchases in Spain & Portugal. Everything dated, everything sourced, nothing invented — practice material is labelled as practice.
Trespasse or cessão de quotas? The first question that decides your Portuguese deal
The same Portuguese business at the same price can be sold two ways — the business itself, or the shares of the company that runs it. What the Supreme Court said about the seller's private debts on a trespasse, why Social Security debts and staff follow the business regardless of any clause, why buying shares means buying the debtor, and what to request before any deposit.
Buying a bar in Spain: the terrace permit and the licences that don't transfer
A bar's terrace sits on public pavement — legally an ocupación de dominio público — and Spanish law makes that authorisation personal to its holder, not something a traspaso brings with it automatically. What Art. 92.2 Ley 33/2003 says, what the lease's own LAU assignment rules add on top, and what to request before any deposit.
Buying a clinic in Spain: the licence code in the listing may not mean what you think
Spanish health centres are authorised unit by unit: U.48 is the defined aesthetic-medicine unit, U.900 the "other units" drawer — and the register that lists what a centre actually holds is public. Why the named holder matters in a sale, and why a patient base is not an ordinary asset.
How to check a business-for-sale listing yourself — before you contact the seller
The checks you can run alone, today, in about twenty minutes: the photos, the address, the Spanish and Portuguese company registers, the contact-and-payment pattern — and what each result does and does not mean. It will not tell you a listing is genuine or a scam; no page honestly can.
You take over the premises, the licence and the name. Do you take over the staff?
A Madrid salon changed hands — same premises, the same municipal licence transferred, the same name, the same employee re-hired — and a Spanish court still found no business succession. Art. 44 ET, and why the answer cuts both ways for a buyer.
Whose unpaid tax can follow a Spanish business sale?
Spain's tax law makes a business buyer liable for the previous owner's unpaid tax. In May 2026 the Supreme Court admitted a case asking whether that reaches owners before your seller — and how far the buyer's certificate protects. Statute quoted, three judgments cited.
Do the employees come with the business? Spain and Portugal
Staff don't transfer because you bought a business — they transfer because an economic unit that keeps its identity changed hands. Art. 44 ET and Art. 285 CT, and the two Supreme Court judgments that show where the line falls.
Does the short-let licence come with the guesthouse? Portugal's AL rules
Buying a guesthouse or short-let in Portugal — does the Alojamento Local registration transfer with it? The rule most guides quote (that it lapses on transfer) was repealed in October 2024. What the current law says, and the one thing that still kills these deals: containment areas.
Do the seller's debts become yours? Spain vs Portugal
Buy a shop, workshop, guesthouse or salon, and do the previous owner's debts follow you? A going-concern buyer carries real exposure in both. Spain: broad, automatic successor liability for tax and Social Security. Portugal: the seller's private trade debts don't automatically follow — but Social Security debts do, and employees transfer with their rights.
Buying a business in Spain? One Hacienda certificate can cap whether you inherit the seller's tax debt
Successor liability under Art. 42.1.c LGT is joint and several — and the certificado de sucesión de actividad is the one mechanism that limits it. What it does, what it doesn't cover, and why the timing is a one-way window.
The "debt-free" restaurant that came with a court seizure
She told the seller she'd only buy if the business carried no debts. The seller knew a judicial seizure sat over two of the establishment's assets and said nothing. Creditors arrived the day after closing; the Court of Appeal of Porto annulled the sale — for error, not fraud.
Buy a Spanish business, inherit its debts? What the law actually says
Not fraud — routine statutory machinery: in Spain, whoever continues a business can be jointly liable for the previous owner's unpaid tax (Art. 42.1.c LGT) and Social Security (Art. 142.1/168 LGSS). What to demand before you take over.
A full €550 Decision Memo — read one before you buy one
The complete memo on an illustrative café-bar deal: verdict, deal-defining risk, demand checklist, traffic lights, coverage meter, blind-spot box and evidence appendix. Prints to PDF.
Practice screen: a Lisbon café listing, worked end to end
An anonymised practice run on a real listing — including the competition module that changed the verdict. Labelled practice: this was training discipline, not paid client work.
What €99 buys: a Red Flag Quick Scan, verbatim
The one-paragraph verdict format on an anonymised workshop listing — what a 24-hour gut-check can and cannot tell you, stated honestly.
The other outcome: a €550 Screen with no desk blocker found
Not every screen ends in a warning. A reasoned "move to independent verification" opinion, with the source matrix and the action plan — not a recommendation to buy.
New notes are added as screens are run — real court records and real screening discipline, anonymised where parties could be identified. If a note names a rule of law, verify how it applies to your transaction with a licensed local professional: these notes are general information, not legal advice.
The 10 red flags — as one printable checklist.
The public-record traps from these notes, condensed to a single page you can work through before any deposit: what each trap is, and exactly what to demand from the seller. Leave an email and it opens straight away. I may follow up once, personally — no mailing list, no automation. How your data is handled.
You have the seller's numbers. Which of them is evidence?
A free tool, not a note: put in the price, rent, revenue, staff count, city and sector from a listing, and get back — for each figure — the document that would prove it and the exact demand to make before a deposit. No email required, no opinion on price.
Found a listing? Check it yourself — before you contact the seller.
A second free tool: answer a few questions about the listing — is a company named, how precise is the address, how does the seller want to be paid — and get a personal plan of checks you can run yourself in about twenty minutes, with the official sources to run them in. It never calls a listing genuine and never calls one a scam; it gives you the questions the listing has to survive.