Legal obligations for the sale of company shares in Spain

The sale of shares is a common practice in Spain and can provide liquidity and restructure the shareholding structure of a company. However, it is essential to consider certain legal aspects before proceeding to ensure a successful transaction.

Key aspects in the sale of shares

Some elements to consider before selling shares in Spain include:

Defining the price and terms of sale

It is crucial to establish both the price and the conditions of the sale of the shares. It may involve determining the payment method and other agreements between the parties.

Reviewing the company’s articles of association

The company’s articles of association may include restrictions or limitations on the sale of shares. These provisions take precedence over any other legal rules.

Sale of shares to another shareholder, family members or another group company

The transferring shareholder can usually freely perform the sale of shares to another shareholder, spouse, ascendants, descendants, or companies belonging to the same group of companies, provided that the company’s articles of association do not stipulate otherwise.

The General Meeting does not need to approve the transaction in such cases, and the parties may validate it directly at the notary’s office.

Sale of shares to persons outside the shareholder and the company

The sale of shares to persons other than those mentioned above requires the general meeting’s approval.

Procedure

Shareholders receiving an offer from a third party to buy their shares must present the proposal to the Annual General Meeting. Shareholders interested in acquiring the shares under similar terms must inform the selling shareholders.

• If other shareholders express interest, they have the right of first refusal
• If there is no interest from other shareholders, the sale of the shares to the third party can be approved by the General Meeting with a simple majority vote.

Post-sale shares

The transfer of ownership must be registered at the Commercial Registry by changing the ownership of the shares in the Shareholder Registry Book. Additionally, the sale and purchase must be notified to the tax authorities, among other legal obligations.

In conclusion, selling shares in Spain requires careful attention to legal obligations to ensure proper execution.

Seeking the guidance of a lawyer specialized in this type of transaction is recommended to prevent any potential issues and to ensure compliance with all legal requirements.

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