A legal guide on how to sell my company in Spain in 2026
Last reviewed: July 2026
Area: Corporate, commercial & M&A
Who this is for: business owners considering a sale
Selling a company is not a decision made in an afternoon, nor an operation executed by signing a document. It is a process that, well run, extends over months and involves successive decisions: when the right moment is, what the business is really worth, what the buyer will examine before paying, and how the seller is protected once the deal is closed. This guide walks through that process from start to finish, from the signal that prompts the idea of selling to the clauses that define what happens after signing.
Most owners who consider selling their company do so for the first time in their lives. That is no minor detail: the decisions taken in the first weeks —how the documentation is prepared, which valuation method is accepted, what information is handed over and in what order— shape the final outcome of the negotiation far more than the margin that can be scraped on price in the last few days. Understanding the whole process, and not only the moment of signing, is what separates a well-executed sale from one that leaves the seller with less money, more risk or less peace of mind than they should have.
This guide is written for anyone asking how to sell my company in an orderly way: what steps mergers and acquisitions (M&A) transactions follow from the seller’s perspective, what terms they will come across along the way, and what decisions are worth taking with advice before sitting down to negotiate. It does not replace the analysis of each specific case, but it gives the complete map of the terrain to be crossed.
Throughout the text, the concepts that recur in any sale process are explained —valuation, due diligence, EBITDA, earn-out, warranties— because understanding them before starting to negotiate is, in practice, the best defence a seller has against a buyer who handles them with ease.
When is the right time to sell
There is no objectively perfect moment to sell a company, but there are signals that, combined, usually indicate that the time has come to consider it seriously.
The most common is the founder’s retirement without a clear succession, whether family or managerial, ready to take over. When the business depends too heavily on a single person and that person wants to step back, keeping the decision on hold does not improve the seller’s position: on the contrary, the closer the exit approaches without a plan, the more unease it generates among employees, clients and suppliers, and that can erode the company’s value even before negotiations begin.
Another frequent signal is receiving an unsolicited purchase offer. A competitor, a fund or an industrial group takes an interest in the business and makes a proposal. It is tempting to negotiate directly with that single interested party, but it is worth remembering that a spontaneous offer rarely reflects the maximum value that could be obtained: without comparing with other alternatives, without an orderly process and without advice, the seller negotiates at a disadvantage against someone who has spent months preparing the operation.
A sale is also considered when there are shareholders who want to leave the project and there is no internal buyer able to take on their stake, when the business needs liquidity the owner is not willing to risk in a new growth phase, or when the sector’s cycle shifts and it makes sense to divest before the company’s value suffers. In any of these scenarios, the first reasonable step is not to set a price, but to understand what the business is really worth in the current market.
How a company is valued before selling it
Valuing my company before selling it is, by a wide margin, the step that most shapes the rest of the process. A poorly calculated asking price —whether too high or too low— drives away serious buyers or leads the seller to accept less than the business is really worth.
The most common valuation methods in sales of SMEs and mid-sized companies are three. The first is the EBITDA multiple: the company’s gross operating result is taken and multiplied by a coefficient that varies with the sector, the size and market conditions at the time, comparing with similar deals already closed. The second is the discounted cash flow (DCF), which projects the business’s future flows and brings them to present value applying a discount rate that reflects the risk of the investment. The third is the adjusted net asset value, more common in businesses with substantial tangible assets and less growth potential, where value is built by adding assets and subtracting liabilities at market prices.
| Method | When it fits | Risk if used alone |
|---|---|---|
| EBITDA multiple | Business with a stable operating result and sector comparables. | Comparing with deals that are not really equivalent. |
| Discounted cash flow (DCF) | Business with reasonably reliable growth projections. | Optimistic projections that inflate present value. |
| Adjusted net assets | Businesses with substantial tangible assets and less growth. | Ignoring the value of goodwill and the client base. |
No method works in isolation or gives an exact figure: in practice, the final price moves within a range that combines several approaches and is adjusted for qualitative factors that appear on no balance sheet. The client base and its degree of concentration, the business’s dependence on the founder, the existence of key long-term contracts, registered intellectual property or the strength of the management team are elements that an experienced buyer weighs as much as the accounting figures. That is why it is worth commissioning a professional valuation before setting any price expectation: it serves both to negotiate from an informed position and to detect, in good time, the aspects of the business worth strengthening before going to market.
What the buyer reviews in the due diligence
Once there is a preliminary agreement on price, the buyer —usually through their own advisers— starts the due diligence: the process of exhaustively reviewing the company to be bought, in order to confirm that the information received is correct and to identify risks that may affect the final price or the terms of the contract.
Due diligence usually covers several areas. On the legal side, it reviews current contracts with clients and suppliers, open or potential litigation, the licences and administrative authorisations needed to operate, and the company’s registry status, including the beneficial ownership of the shares or stakes under the Spanish Companies Act (Ley de Sociedades de Capital). On the tax side, it examines the returns filed in recent years to detect tax contingencies that could materialise after the sale. On the employment side, it reviews the workforce, the applicable collective bargaining agreements and the risks arising from possible employee claims. On the financial side, it analyses annual accounts, existing debt and the quality of recurring income. And in certain sectors, a specific environmental or technical review is added.
What the buyer reviews, area by area
- Legal: contracts, litigation, licences and registry ownership of the shares or stakes.
- Tax: returns from recent years and outstanding tax contingencies.
- Employment: workforce, collective bargaining agreements and employee claims.
- Financial: annual accounts, existing debt and quality of recurring income.
- Environmental or technical, specific to the company’s sector.
The result of the due diligence is rarely neutral: buyers commonly use the findings to request a price adjustment, demand broader warranties in the contract, or propose deferred-payment mechanisms that reduce their risk. Preparing this stage well —with the documentation ordered and reviewed in advance— is one of the most effective levers a seller has to reach signing without surprises or last-minute cuts. That is why it is often worth a seller-side review, almost a due diligence of one’s own, before the buyer runs theirs, as we explain in our due diligence service.
What an earn-out is and when it suits
When buyer and seller do not agree on the company’s valuation, the earn-out is the most common mechanism to bring positions closer without either party having to give way entirely on price.
An earn-out consists of deferring part of the sale-price payment and conditioning it on the achievement of certain business targets after closing, usually measured in turnover or EBITDA over one or more years following the sale. The seller receives an immediate part on signing and the rest, wholly or partly, if the company reaches the agreed figures once it is under the control of the new owner.
This mechanism is especially suitable when the seller has more confidence in the business’s growth potential than the buyer, or when the latter wants to protect against the uncertainty of a valuation based on future projections. It is also common when the founder will remain involved in management during a transition period, since their direct involvement influences the achievement of the targets.
A note of caution: a poorly designed earn-out creates more conflicts than it resolves. It is essential to define precisely the indicators to be measured, the measurement period, who controls the running of the business during that time, and what happens if the figures are not met for reasons beyond the seller’s control. Without these clauses well defined, the earn-out can become a source of litigation instead of a negotiation solution.
Common mistakes when selling without advice
Many owners who sell their company without legal and financial support make the same mistakes, almost always through not knowing the process rather than through carelessness.
1. Not preparing the documentation in advance
Scattered contracts, unclosed accounts, an unregularised employment situation or unresolved tax issues lengthen the due diligence, generate distrust in the buyer and usually translate into discounts on the initially agreed price.
2. Accepting a price without understanding the valuation method
An apparently reasonable EBITDA multiple can conceal adjustments that reduce the calculation base, or be compared with deals that are not really equivalent to the business being sold.
3. Signing warranties poorly defined in time or amount
They leave the seller exposed for years to buyer claims over contingencies they did not even know about. A related mistake is not planning the tax impact of the operation before closing it: the capital gain from the sale is taxed under the rules on personal income tax on capital gains, and structuring the deal poorly can mean a far higher tax burden than necessary.
4. Mixing price and continuity conditions
A less obvious but equally costly mistake is mixing the price negotiation with the negotiation of the seller’s continuity conditions in the business, when it is better to treat them as separate matters with their own logic.
All these mistakes share a single root: facing a complex operation without the right advice at each of its stages, from the initial valuation to the drafting of the final contract.
How GraciaCalbet can help you
At GraciaCalbet we support business owners throughout the whole sale process, from the initial decision to signing and the subsequent registration in the Commercial Registry. Our corporate and commercial team works both on preparing the operation —reviewing the corporate, contractual and employment documentation before starting the process— and on negotiating the terms with the buyer and their advisers.
We coordinate the due diligence from the seller’s side, to anticipate the points the buyer will review and arrive prepared instead of reacting on the fly. We negotiate and draft the warranty clauses, the earn-out mechanisms where the operation requires them, and the rest of the terms of the sale and purchase agreement, always with the aim of protecting the seller’s position once the deal is closed.
For full support on the operation, from valuation to closing, we recommend getting to know our purchase and sale of companies service and our mergers and acquisitions practice, specialised in M&A transactions. You can get in touch with our team through our contact form to assess your specific case before taking any step in front of the buyer.
Frequently Asked Questions (FAQs)
How long does it take to sell a company?+
The timescale varies with the size and complexity of the business, but a well-run sale process usually lasts between six and twelve months from the initial decision to signing. That time includes the valuation, the search for or negotiation with the buyer, the due diligence and the drafting of the contract. Processes that are rushed, without preparing the documentation in advance, tend to take longer, not less, because the issues that surface during the buyer’s review force the negotiation to stop while they are resolved.
Do I need a professional valuation if I already have a purchase offer?+
Yes. An offer received, however attractive it seems, rarely matches the company’s real market value, because it reflects the interest and negotiating capacity of a single buyer, not an objective comparison. A professional valuation gives the seller an independent reference to negotiate that offer with full knowledge of the facts, whether to accept it, improve it or reject it.
What is the difference between selling assets and selling shares?+
Selling shares or stakes transfers the company as a whole, with all its rights and obligations, whereas selling assets means transferring specific goods and contracts without transferring the legal entity. In a share sale, the buyer also assumes the company’s hidden contingencies, which is why due diligence and contractual warranties are so important.
What happens if the due diligence finds problems in my company?+
It does not necessarily mean the deal collapses. Typically, the findings translate into a price adjustment, broader warranties in the buyer’s favour, or the introduction of an earn-out that shares the risk between both parties. That is why it is worth carrying out a prior internal review, almost a due diligence of one’s own, before the buyer does theirs.
Is an earn-out always advisable?+
No. It is useful when there is a genuine difference of expectations about the future of the business between buyer and seller, but it introduces uncertainty over the final collection of the price and depends on management decisions that, after the sale, the seller no longer fully controls. It should be assessed case by case, defining the indicators and the measurement period in detail.
How is the sale of my company taxed?+
The gain obtained from the sale of shares or stakes is taxed as a capital gain in the seller’s personal income tax, at rates that vary according to the size of the gain. The way the operation is structured —single price, earn-out, deferred payment— can have a significant impact on the timing and amount of that taxation. Planning the tax aspect before closing the operation allows that burden to be legally optimised.
What warranties should I give the buyer and for how long?+
Contracts commonly include seller warranties over the accuracy of the information provided and the company’s tax, employment and legal situation. These warranties should be limited in time, usually between one and several years depending on the type of contingency, and in amount, through maximum liability caps. Indefinite or uncapped warranties expose the seller to disproportionate claims long after the price has been collected.
What happens to the employees when I sell my company?+
If the sale is structured as a transfer of shares or stakes, the employing company does not change and the employment contracts continue unaltered, without prejudice to any subsequent reorganisation the new owner may propose. If, instead, the operation is structured as a sale of assets with a business transfer, the rules on employment subrogation (TUPE-style transfer of undertakings) may apply.
