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SabahAbogados

Sale of shares

Joining a company or leaving it is an important decision. We make sure the sale is done properly and without surprises.

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What it involves

A sale of shares (participaciones) is the transaction by which a partner sells all or part of their stake in a limited company (S.L.) to another partner or to a third party. It is formalised before a notary and must respect what the articles of association say about transfers. The company then records the change in its register of partners (libro registro de socios).

Is this your case?

  • You want to leave a company and sell your share to your partners.
  • You are going to buy a business that operates as a limited company.
  • A family member wants to transfer their shares to you.
  • You and your partners cannot agree on the exit price for one of you.

How we help

We review the articles of association and the shareholders' agreement, if there is one, to find out what rights the other partners have. If you are buying, we first analyse the company's situation. We negotiate and draft the agreement, coordinate the signing before the notary and update the register of partners. If the transaction changes who controls the company, we let you know what is worth reviewing afterwards. We can help you in Spanish, Arabic, Tamazight, French and English, at our offices in Tenerife, Gran Canaria, Málaga and Barcelona or online, wherever you are in Spain.

If the sale brings a change in the company's management, we help you with the change of director and with the corporate books.

Frequently asked questions

Can I sell my shares to anyone I like?
Not always. In limited companies, the law and the articles of association usually give the other partners priority before shares are sold to an outsider. We check which procedure you have to follow in your case.
What should I check before buying shares in a company?
It is worth reviewing its accounts, debts, contracts, any legal proceedings and its situation with the Tax Agency and Social Security. We help you with this prior review so that you know exactly what you are buying.
Do I have to pay tax if I sell my shares and do not live in Spain?
If you make a gain on the sale, you normally have to declare it, and if you are not resident in Spain the rules may be different. We explain the tax consequences before you sign.

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We speak Spanish, Arabic, Tamazight (Berber), French and English.