Spain is one of the main gateways to the European and Latin American markets. For foreign businesses looking to establish a presence in Spain, a key strategic question often arises: Is it better to incorporate a new company or acquire a pre-existing shelf company? We analyse both options in terms of advantages, disadvantages, timeframes, and costs.
An intra-EU cross-border merger allows companies from different European Union countries to merge, facilitating economic integration and international expansion in Spain. These transactions fall under EU law and the Law on Structural Modifications of Commercial Companies.
In Spain, the sale of productive units within the framework of insolvency proceedings is subject to a specific legal regime. This sale ensures the continuity of business activities and the job security of the company’s employees. For investors, purchasing these units presents an attractive opportunity to develop economic activities.
In Spain, the Capital Companies Act establishes several requirements for being appointed as a director, such as legal capacity or absence of incompatibilities. However, neither Spanish nationality nor residence in Spanish territory is necessary for a person, whether national or foreign, to hold the position.
Foreign companies can achieve entry into the Spanish market through collaboration with local companies. This collaboration offers appealing advantages, such as the costs and risks reduction associated with their expansion. In this context, companies may decide establishing a temporary business association (UTE), a structure governed by Law 18/1982 dated 26 May 1982 in Spain.
The innovation and scalability characteristics of companies aiming to benefit from the Startup Law have recently been defined and developed in Order PCM/825/2023 of 20 July. It establishes the general presumptions and characteristics that startup applicants must meet to qualify and be certified as “startups” by ENISA.
The General Conditions of Sale constitute a fundamental contractual document for any company that wishes to operate in the Spanish market. These conditions vary depending on the type of client and the company’s sector of activity.
Merger and spin-offs of companies in Spain are two corporate restructuring operations. Law 3/2009 defines and differentiates each of these transactions, determining the procedure to follow for the proper execution in each case.
The global transfer of assets and liabilities is a type of corporate restructuring transaction that differs from similar operations in various ways, including its consideration. The straightforward nature of this procedure makes it a popular choice for companies seeking to transfer ownership or wind up their operations.
Due diligence and representations and warranties clauses allow the buyer to ensure that the seller has provided accurate information about the target company. Based on this information, the buyer can identify any risks involved in the transaction and establish a liability regime in the event of non-compliance.
© 2025 Mariscal Abogados, S.L.P.
Legal Notice | Privacy Policy | Cookies Policy
