How to buy an existing business in Spain as a foreigner

You’ve found a business in Spain that looks like the right opportunity. Maybe it’s a restaurant in Barcelona, a tech company in Madrid, or a hotel on the Costa del Sol. Now comes the hard part — doing it right. Foreigners can absolutely buy a business in Spain without a major problem. But the process has specific legal, tax, and bureaucratic steps that, if missed, can turn a great deal into a costly nightmare.

Here’s everything you need to know to buy a business in Spain as a non-resident, from the first steps to the final signature.

Can a foreigner buy a business in Spain?

Yes. Spain welcomes foreign investment and imposes no general restrictions on foreigners acquiring existing businesses. Non-EU citizens may need to obtain specific permits depending on the type of business and the visa they hold, but in most cases the process is open to anyone — individual or company, EU or non-EU.

Step 1: Get your NIE (foreigner identification number)

Before you can sign any contract, open a bank account, or pay Spanish taxes, you need a NIE (Número de Identidad de Extranjero). This is a personal tax identification number issued to all foreign nationals who have economic dealings in Spain. Without it, the acquisition cannot proceed.

You can apply for a NIE at a Spanish consulate in your country or directly at a police station in Spain. Processing times vary — allow at least a few weeks if applying from abroad.

Step 2: Choose your acquisition structure

When buying an existing business in Spain, there are two main ways to structure the acquisition:

Asset deal

You buy the specific assets of the business (equipment, contracts, client lists, intellectual property) but not the company itself. This means you don’t inherit any hidden liabilities from the previous owner.

Share deal

You buy the shares of the existing Spanish company. You take over the entire legal entity — including its history, contracts, liabilities, and any pending obligations. Lower transaction costs in some cases, but higher due diligence risk.

Which is better depends on the specific business, its legal history, and your tax situation. This decision should always be made with legal and tax advice.

Step 3: Conduct proper due diligence

This is the most critical step — and the one most buyers rush through. Due diligence means investigating the business thoroughly before agreeing to a price. For a Spanish business acquisition, this should cover:

• Financial statements for the last 3–5 years. 
• Outstanding debts, loans, and bank guarantees
• Tax compliance: pending obligations with the AEAT (Spanish Tax Agency) and Social Security
• Employment contracts and pending labour disputes
• Ongoing commercial contracts and their transferability
• Licences, permits, and regulatory approvals — especially in hospitality, healthcare, and food
• Any ongoing litigation or legal claims

A common mistake: buyers rely on the seller’s documents without independent verification. A professional adviser will request official certificates directly from the tax authority and Social Security — the only way to confirm there are no hidden debts.

Step 4: Agree on price and draft the purchase agreement

Once due diligence is complete, the price is negotiated and a purchase agreement (contrato de compraventa) is drawn up. This document defines:

• The price and payment terms
• What is included and excluded in the sale
• Representations and warranties from the seller
• Conditions precedent (e.g., obtaining licences or financing)
• Penalty clauses in case of breach

In Spain, many business acquisitions are also formalised before a notary (notario), which is mandatory for share transfers of certain company types and highly recommended for asset deals.

Step 5: Register the change of ownership

After signing, the acquisition must be registered with the relevant authorities:

• Registro Mercantil (Companies Registry) — for share transfers or company changes
• Tax authority (AEAT) — to update the business’s fiscal details
• Social Security — for employee transfers
• Local municipality — for business licences and activity permits

In regulated sectors (banking, insurance, media, certain professional services), prior authorisation from the relevant regulator is required before the deal can close.

Tax implications of buying a business in Spain

The tax treatment depends on whether you structure it as an asset deal or share deal:

• Asset deal: generally subject to VAT (IVA) at 21%, or Transfer Tax (ITP) if VAT-exempt assets are involved
• Share deal: transfer of shares is generally VAT-exempt, but may attract 1% Transfer Tax in certain cases
• Stamp duty (AJD) may apply to notarised documents

If you are a non-resident, you will also need to consider how the acquisition fits with your home country’s tax obligations and whether any double taxation treaties with Spain apply.

Frequently asked questions

Buying a business in Spain as a foreigner is absolutely achievable — but it requires the right team around you. At Capital Auditors & Consultants, we guide international buyers through every stage of the process: due diligence, legal structuring, tax planning and registration. Contact us before you sign anything.