A retail shop sold as a traspaso looks like a two-party deal: you and the seller. It is not. The premises are almost always rented, which puts a third party at the table who signed nothing with you and owes you nothing — the landlord. Spanish tenancy law gives that third party specific, automatic rights the moment the lease changes hands, and the price you are paying quietly depends on all of them. Here is what the statute provides, and the two piles of paper — the stock and the supplier accounts — that catch retail buyers even when the lease is handled well.
1. The lease can usually be assigned without the landlord’s consent — unless the contract says otherwise
Business-use leases in Spain start from the parties’ own agreement, not the statute:
Los arrendamientos para uso distinto del de vivienda se rigen por la voluntad de las partes, en su defecto, por lo dispuesto en el título III de la presente ley y, supletoriamente, por el Código Civil.
Art. 4.3 LAU — in plain terms: leases for non-residential use are governed first by whatever the parties agreed; only where the contract is silent does Title III apply, and, failing that, the Civil Code.
Only where the lease is silent does Title III — which includes art. 32 — fill the gap. And what it fills it with, by default, is permissive:
Cuando en la finca arrendada se ejerza una actividad empresarial o profesional, el arrendatario podrá subarrendar la finca o ceder el contrato de arrendamiento sin necesidad de contar con el consentimiento del arrendador.
Art. 32.1 LAU — in plain terms: where a business or professional activity is carried on in the rented premises, the tenant may sublet or assign the lease without needing the landlord’s consent.
So the rule is dispositive: a clause requiring consent, or banning assignment, overrides the default. The first document that decides whether your traspaso can happen at all is not the sale contract — it is the seller’s lease, clause by clause.
2. The landlord gets an automatic rent increase — and is entitled to formal notice
Two more paragraphs of the same article set the price and the paperwork of a cesión. On the rent:
El arrendador tiene derecho a una elevación de renta del 10 por 100 de la renta en vigor en el caso de producirse un subarriendo parcial, y del 20 en el caso de producirse la cesión del contrato o el subarriendo total de la finca arrendada.
Art. 32.2 LAU — a 20% permanent uplift on a full assignment or total sublease, 10% for a partial sublease.
On the paperwork:
Tanto la cesión como el subarriendo deberán notificarse de forma fehaciente al arrendador en el plazo de un mes desde que aquéllos se hubieran concertado.
Art. 32.4 LAU — reliably documented notice, within one month of the agreement.
If the numbers in the listing assume you will pay the seller’s rent, they are wrong by a fifth before you have opened the door.
3. Getting art. 32 wrong can cost you the lease itself
Assigning where a clause bans it, or missing the one-month notice, is a ground for termination of the lease:
El arrendador podrá resolver de pleno derecho el contrato por las causas previstas en las letras a), b), d) y e) del apartado 2 del artículo 27 y por la cesión o subarriendo del local incumpliendo lo dispuesto en el artículo 32.
Art. 35 LAU — in plain terms: the landlord may terminate the lease outright on the grounds listed in art. 27(2)(a), (b), (d) and (e), and for an assignment or sublease made in breach of art. 32.
Meaning the premises and the premium you paid for them can both be lost. Note what the statute asks for: notice de forma fehaciente — in a reliably documented form, within one month. It does not provide that a landlord’s informal awareness of the assignment substitutes for that notice. Whether informal knowledge could ever cure a missing one is a question of case law and of the facts, and belongs to a Spanish abogado reading your lease — which is exactly why the sensible course is to budget the burofax as a closing condition rather than treat it as a formality to skip because the landlord seems informed.
One myth worth killing
Because it circulates in buyer forums: the landlord has no right of first refusal (tanteo/retracto) over a traspaso and cannot void the sale for price non-disclosure. The tanteo/retracto in arts. 25 and 31 LAU is the tenant’s right, and it applies when the landlord sells the property — the reverse situation. The landlord’s remedy for an art. 32 breach is lease termination, not unwinding your purchase.
Source for points 1–3 and the myth: Ley 29/1994 (LAU), arts. 4.3, 25, 31, 32 and 35 — consolidated text at the BOE.
One economic point, not a legal one
A traspaso premium buys the remaining term of the lease. There is no renewal right to count on. A €40,000 premium on a lease with three years left is a €13,000-per-year depreciation charge before you sell a single item.
Two local realities of retail deals
The stock. «Stock included» is a price term, and an unenforceable one until it becomes a list. Insist on an itemized inventory taken at handover, valued by a method agreed in writing (cost price is the usual anchor), with obsolete, damaged and expired goods separated out. A stock figure quoted from memory in a listing has a way of shrinking between the deposit and the keys.
The supplier accounts. The accounts, credit terms and volume discounts are typically in the old owner’s name — they belong to a relationship, not to the shop. Ask, in writing: which supplier contracts are personal to the seller, which can be moved to you, and on what terms a new account would start. A shop whose margin depends on the seller’s thirty-year credit line with one wholesaler is a different business the day that line does not transfer.
Request before any deposit
The full lease, every page: remaining term, any assignment or consent clause, renewal terms, rent-review mechanism.
The landlord’s position in writing — consent where the lease requires it; at minimum, evidence the landlord knows a traspaso is planned.
Your rent number including the +20% — budgeted, not discovered.
The premium re-priced against the residual lease term — divide it by the years actually left.
An itemized stock inventory with the valuation method agreed in writing, taken at handover.
The supplier list — which accounts and terms are personal to the seller, which transfer, which start from zero.
A plan for the fehaciente notice to the landlord within one month of the assignment.
A prompt worth stealing
Fill the brackets and paste into any AI assistant:
I am buying a retail shop in Spain sold as a traspaso of rented premises. Here is the seller’s lease, in Spanish: [paste the lease text, or the pages you have]. (1) Find and translate into English every clause that deals with assignment (cesión), subletting (subarriendo), the landlord’s consent, the remaining term, renewal and rent review. (2) Flag any clause that departs from the default rules of art. 32 LAU. (3) Draft the written questions I should put to the seller and to the landlord before any deposit, and the list of documents to request — including an itemized stock inventory with a valuation method agreed in writing, and the list of supplier accounts that are personal to the seller. Do not tell me whether the listing is genuine or the business is sound — questions and document names only.
The assistant drafts questions; it does not check the business.
The lease is the first document a screen reads on a rented-premises deal. Before you commit, the public record and the paperwork are mapped for your specific deal — what they show, what they cannot show, and exactly what to demand from the seller in writing.
Check a listing →Basis: the consolidated text of Ley 29/1994 (LAU), arts. 4.3, 25, 31, 32 and 35, retrieved from the Boletín Oficial del Estado. Related reading: which debts follow a Spanish business. General information about how the rules work — not legal or tax advice, and not due diligence. Whether and how they apply turns on the facts of a specific deal and on the wording of a specific lease, which a local abogado or gestor should read. No client cases are described here. Rules and checklists are habits, not guarantees.