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Merger & Acquisition Services in Spain

Get the right advice for your corporate transaction

 

Our corporate lawyers will guide you through the process step-by-step.

Why would I consider mergers and acquisitions for my business?

One of the surefire ways to grow your business is to be bigger. Size gives a company scale of economies, broader reach, deeper expertise and new opportunities. Growing a business organically can take time and, if your maket is particularly competitive, a rival could seize market share and squeeze your options. 

 

Many turn to mergers and acquisitions to grow their businesses in Spain and for good reason.

 

Spain is one of the European countries with the most stable and sustained economic growth over the past five years. It’s metropolitan cities have led that growt the gross domestic product growing around 19% in the capital Madrid and by 18% in Barcelona, since 2017. It’s a country with excellent human capital, strong integration with the EU and it’s single market but has the added flair of being culturally and linguistically tied to Latin America.

 

Following Madrid’s and Barcelona’s growth, there is high interest in investing in or even acquiring companies based throughout the country. So one of the first questions that many of our clients ask themselves is, “How do I invest in a Spanish company?”

 

The process begins with negotiations with the shareholders of the company. These talks explore whether a sale is possible and if so, how a deal can be struck. Typically, after reaching an agreement, a formal offer is made by means of a Share Purchase Agreement which, if accepted, has to be formalized before a Notary.

How can a lawyer help me?

The presence of a lawyer is recommended throughout the process, especially during the preliminary phase of negotiation and company or share valuation.

At Lexidy LegalTech Boutique we count on professionals with the technical expertise and legal knowledge necessary to evaluate the Annual Accounts, Commercial, Tax and Accounting documents in order to guarantee the buyer that there are no hidden surprises when buying or merging with a business.

From drafting of the Letter of Intent to the finalizing a Sales and Purchase Agreement through to Due Diligence, our team of lawyers will take care of the whole process so that you can focus on what is important, your business and its success.

¨We will be with you each step of the journey.¨

 

What are the requirements?

The only requirement is to be at least 18 years old and have an NIE or DNI number.

 

However, it’s important to ensure that you have the right legal guidance to support you with significant business decisions like buying or merging with a company. This is no more important in situations where you choose to buy a company via Power of Attorney or if the company executing the purchase is an overseas company. 

 

At Lexidy, our lawyers will ensure that our client gets the legal protection they deserve. This means exploring everything, even common assumptions like the legal qualifications of the buyer’s/seller’s legal representatives and whether they are appropriately authorized.

What’s the Merger & Acquisition Process?

Lexidy’s lawyers accompany you through the entire process. Each deal is unique and requires a tailored approach but generally, it’s as follows: 

 

  1. Initial negotiations with the seller to establish a sale price.
  2. A lawyer will create a Letter of Intent where the parties agree to execute the transaction before a pre-determined date and the key details are outlined. During the early stages, it’s vital to consider the shareholders’ pre-emptive acquisition rights for Limited Liability Companies.
  3. The value of the shares to be acquired should be included in the Letter of Intent, if possible. This is important because most companies have a higher value than the registered Share Capital and these shares are usually at a premium. 
  4. Due Diligence follows with the goal to clarify the company’s economic viability, whether it’s investable and if they are any third party debts. This helps to measure the company’s true value.
  5. If the client is satisfied after seeing the full picture, the Share Purchase Agreement is signed.
  6. The Management Body can be modified if necessary, along with the corresponding amendment to the Articles of Association.

This table shows the general features of Spain’s various types of M&A deal.

Transaction Type

General features

Purchase of shares

  • Company owner’s Shares are transferred.
  • No special regulation of the sale and purchase process.
  • No ownership change of assets, rights, obligations and other company elements.

Purchase of assets and liabilities. Also known as an asset deal.



  • Transfer of assets and, where appropriate, liabilities expressly chosen by the parties. Labour and Tax are exceptions.
  • No specific regulation of the purchase process.
  • Ownership change of rights and obligations transferred. Relevant for tax, regulatory and labor purposes.

Structural modifications. These include mergers, spin-offs and global transfer of assets and liabilities.



  • Transfer by universal succession of all assets of the transferred company or economic unit.
  • Process is regulated by Structural Modifications Act.
  • Ownership change in the transferred assets.

 

Frequently Asked Questions

Yes. However, it’s important clarify that this is Tax ID number and not a residence permit. A NIE is a Tax ID number.

Absolutely. No company should embark on a corporate M&A transaction without conducting thorough Due Diligence. At Lexidy Legaltech Boutique we highly recommend that any business immersed in a corporate transaction should appoint a lawyer to support them. An experienced lawyer will ensure that the target company does not have any outstanding debts or open, ongoing legal proceedings.

A Public Notary isn’t necessary when formalizing any pre-money matters, such as the signing of the Letter of Intent. However, a Notary must be present when the purchase contract is signed to ensure the ownership of the shares against third parties.

Our Story

We are a department formed by qualified legal experts who have been trained in the field of corporate law. We work on these requests every day and it’s our passion. For us, Lexidy is a way of life and what excites us the most is to be able to deliver the happiness and satisfaction of a successful process. We want to help you achieve your goals and dreams.

Héctor Lopez Vazquez

Head of Corporate Department

Madeleine Cadwell

Paralegal

Marta Ametller

Paralegal

Samuel Ortega Vega

Lawyer

Client’s stories

Lexidy Legal Tech
4.9
Based on 437 reviews
Declan Ryan
Declan Ryan
20:48 01 Jun 22
The Lexidy team is uniquely positioned to provide pan-European business and tax advisory services; what would be complex or impossible for a country-specific advisor is straightforward for Lexidy. They answered in days what would take weeks for other firms.
D
D
17:31 24 Apr 22
I’ve dealt with hundreds of solicitors through business over the years but I must say Cristina and Lexidy Law are really something special. Responsiveness, proactiveness, knowledge and professionalism is, quite frankly, outstanding.M.
Signore Raffaele
Signore Raffaele
12:53 07 Sep 21
The service I have received from Hector has been extraordinary.He has helped me opening bank accounts, managing my NIE and setting up my company's branch in Spain.I am very grateful for the help and the exceptional treatment and management.I won't hesitate to contact him again for any other business I may need.
dawei2010
dawei2010
16:12 08 Apr 21
Our company engaged Lexidy Law Boutique to help pursue our monetary claim against a former business partner registered under Spanish jurisdiction. They provided a professional work and our claim got enforced even before it was expected. We will be happy to engage them anytime in the future for any civil law related matters and I can only recommend their services.
dk impprojects
dk impprojects
15:37 22 Feb 21
Lexidy law boutique services are very prompt and responsible, they created my business company in barcelona, spain. I received very good response from Maximiliano Agazzi for my residence permit issues. I am very much happy with Lexidy law boutique services.
Tom Elliott
Tom Elliott
11:44 18 Feb 21
Very helpful getting my business off the ground quickly and easily and affordably! Best of all, they speak English!
Dan Centinello
Dan Centinello
14:26 19 Nov 20
Let me start by saying that I normally do not write reviews - and I am often skeptical of the authenticity of the ones that are left. However, I feel like this law team has earned it and here's why...I am the type of person who will do endless research & contact several people before making a decision. I did the same when looking for a Spanish law firm that would be able to quickly handle my immigration matters and, most recently, help me with my leasing agreement for my apartment.They are extremely responsive (replying within a couple of hours of my messages) and even after office hours.Maximiliano, in particular, has been exceptional. He put a lot of effort to understand all the details of my situation so he can find the best solution.It was quickly evident that he understands that not all people have the same immigration situation and was going to tailor a solution specific to me.What impressed me most though was how he was thoughtful enough to make sure that his immigration solution did not impact my tax or business situation adversely. His focus on the big picture, while not missing the important small details is one of the main reasons why I felt compelled to write a review.Lastly, Max even made himself available during the time I was crossing the border, just in case I had any issues.With all this being said, I have worked with many lawyers in the past - many simply look for "a solution", but the great lawyers look for the "best solution". Everyone I have interacted with thus far at Lexidy seems to understand the latter. I feel very fortunate to have come across them in my research.I know how stressful it can be, especially when dealing with immigration issues. So, I hope this helps others out there that might be in the same situation I was in.
Michael Sandoval
Michael Sandoval
16:44 19 Oct 20
I have had the pleasure to work with a lot of Lexidy's departments. Working with Max Aggazi Paulet to achieve everything needed for my residency was incredible. he help endlessly until everything was accomplished. Soon after i began working with their Real estate department. It has been a journey and they have stuck with me every step of the way. They have gone beyond the scope of their duties to help my dreams of purchasing a property in Spain come to fruition. I would like to thank Alejandro Cano and Jordi Aranda for for everything. Last but not least through the entire Process I have had the absolute pleasure to work with Camila Broderson. She is a Gem. She has guided me in every step to work on opening my LLC in Spain and has also gone beyond the scope of her duties to assist and be available at any time. I plan to continue to work with team at Lexidy and would highly recommend them to everyone. Thank you Lexidy team for everything that you have done so far! I look forward to continuing our partnerships and friendships!
Swapnil Sai
Swapnil Sai
09:45 06 Jul 20
I feel compelled to write this review after my correspondence with the team at Lexidy Law Boutique. This is certainly a law firm with a difference which is devoted to its clients. They attended to all my needs and queries with utmost diligence and professionalism. A truly outstanding and accommodating team that would go out of its way to help its clients. They did more than just exceed my expectations. They have set up a service standard that I am afraid other firms may not be able to match! They have become my go-to legal advisors. My case was fraught with complications and they patiently unraveled those until I had clarity and peace of mind. They are a firm with a heart that I am deeply thankful to.
Petra Ahmann
Petra Ahmann
10:21 17 Jun 20
Lexidy assisted me with my residency visa in Spain, helped me set up a bank account, and attended appointments with me. Overall it was a smooth experience, and better priced than other firms.
Alexander Hohne
Alexander Hohne
18:44 15 Jun 20
I have had an amazing experience with Lexidy not only successfully obtaining my first two residency visa applications but also with the setting up of my two businesses. I can highly recommend this young and dynamic team.
Payam Agha
Payam Agha
13:18 25 May 20
I'm a non-EU Entrepreneur, and I'm in the process of setting up my business in Spain, and It's my pleasure to write a review for lexidy. The team are truly dedicated, they kept me informed and guided me as required.Camila diligently guided me through the process of setting up my project, and it's legal structure in Spain, and set up all the necessary tax and company registrations.Max's attention to detail and relentless determination ensured a favourable report issued by the Economic and Trade Commission of Spain in Sydney.If you are looking for a law firm in Spain, then I have no hesitation in recommending Lexidy for a fast, friendly and efficient service.
Duncan Campbell
Duncan Campbell
17:32 21 Nov 17
Fede and his team at Lequidy were incredibly responsive to an urgent legal issue that my business faced, and dealt with the problem efficiently outside of office hours. Highly recommended.
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