Court-record breakdowns and buyer guides on how small-business deals die in Spain and Portugal. Each note below is dated, sourced, and signed by the founder.
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.
Portugal · any sector · Published 25 July 2026 · Basis: statute + court record
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.
Spain · bar / café · Published 22 July 2026 · Basis: statute
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 residual "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.
Spain · clinics & health services · Published 12 July 2026 · Basis: statute + public register
How to check a business-for-sale listing yourself — before you contact the seller
The checks a buyer can run alone in about twenty minutes: reverse image search on the photos, Street View on the address, the official company registers of Spain and Portugal, the contact-and-payment pattern — with what each result does and does not mean. It never says a listing is genuine or a scam.
Spain & Portugal · any sector · Published 10 July 2026 · Basis: public sources, each linked
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.
Spain · any sector · Published 10 July 2026 · Basis: statute + court record
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.
Spain · any sector · Published 10 July 2026 · Basis: statute + court record
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. Any sector.
Spain & Portugal · any sector · Published 9 July 2026 · Basis: statute + court record
Does the short-let licence come with the guesthouse? Portugal's AL rules
The rule most guides quote — that the Alojamento Local registration lapses when you buy the establishment — was repealed in October 2024. What the current law says, and the one thing that still kills these deals: containment areas. Portugal · guesthouse / short-let.
Portugal · guesthouse / short-let · Published 9 July 2026 · Basis: statute (RJAL, consolidated to DL 76/2024)
Do the seller's debts become yours? Spain vs Portugal
A going-concern buyer carries real debt exposure in both. Spain: broad successor liability for tax and Social Security. Portugal: private trade debts don't automatically follow — but Social Security debts do, and employees transfer with their rights. Any sector.
Spain & Portugal · any sector · Published 9 July 2026 · Basis: statute + court record
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.
Spain · any sector · Published 5 July 2026
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.
Portugal · restaurant · Published 5 July 2026 · Source: court record (TRP proc. 0150272)
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.
Spain · any sector · Updated 9 July 2026 · Basis: statute (Art. 42.1.c LGT · Art. 142.1/168 LGSS)
This is the notes-only index. The main Field Notes hub → also carries the sample memos, practice screens, and the red-flags checklist.