Takeovers

Validation date: 11/2010

Legal requirements

Taking over a business may prove to be just as good as, if not better than, setting up a new business in order to launch a new business project.

Spain has incorporated several European Commission recommendations in its national law in order to encourage business transfers:

  • the minimum number of shareholders required to set up a public limited company has been reduced to one;
  • the inheritance tax on transfers of family businesses has been reduced;
  • measures have been implemented to prevent fraud in business transfers.

The rules in this respect are scattered across various pieces of company, trading, stock market and other legislation, including:

  • Capital Companies Law: public limited companies, private limited companies, other forms of companyespañol
  • Rules on structural changes to capital companies: mergers, divisions, universal transfer of assets, international change of registered officeespañol
  • Rules on the stock marketespañol

Types of takeover

There are several ways of taking over a company, aside from simply purchasing it: merger with another company; leveraged buyout (financed by the value of the assets of the company to be purchased); acquisition of one part or section (for example, after a process of division or segregation); purchase of all the shares or a majority stake, etc.

  • Rules on company mergersespañol

Another option is the universal transfer of assets and liabilities, which may or may not result from bankruptcy. In a universal transfer, a company may transfer all its assets to a shareholder or third party, in return for a fee that must not include any form of shares in the transferee.

  • Law regulating universal transfers of company assetsespañol

A company can be acquired through a takeover bid (TOB), in which the purchaser can appeal directly to the shareholders by offering them a very attractive price per share, even if the board of directors is opposed to this.

  • TOBs: what are they and what action should be takenpdf [294 KB] español

The National Securities Market Commission (Comisión Nacional del Mercado de Valores - CNMV) is responsible for supervising Spanish stock markets and the activities of all parties involved in them.

  • CNMVespañol

Retiring business owners need to plan the transfer of their business in advance.

Some standard requirements to be completed when taking over a business are the same as when setting up a new business.

Administrative procedures

Takeover procedures

When a natural or legal person wants to take over a company, the first step can be to conduct a financial valuation in order to determine the company's true value and proceed with the purchase at a fair price. This is easy in the case of publicly traded companies (given their obligation to publish results), but in the case of unlisted companies it may be necessary to request a prospectus , which is a document showing the true situation of the company, its assets and liabilities, etc.

Mergers

Specific procedures are required where the structure of a company must change due to a merger, division or universal transfer of assets.

  • Mergers in Spainespañol

Takeover bids

For takeover bids in relation to publicly traded companies, the following links may be useful:

  • National Securities Market Commission: general informationespañol
  • National Securities Market Commission: procedures connected with the stock marketespañol

Business Registers

When a company is taken over, certain procedures may be required with regard to the public registration of the company in the Business Register.

  • Central Business Registerespañol
  • Business Registers: online proceduresespañol

Competition

The purchase, takeover or merger of companies may in some cases require authorisation by European or national competition authorities. More information in this respect is available through the following links:

Programmes

The Chambers of Commerce offer specific courses to help ensure the continuity of family SMEs.

  • Family SME Scheme - Bridge to the Futureespañol

The Business Continuity Plan , developed by the Directorate-General for SMEs in collaboration with the Chambers of Commerce, aims to facilitate business transfers by putting parties potentially interested in acquiring or selling a business in contact, through a national business transfer platform.

  • Business Continuity Planespañol

Legal texts

  • Royal Legislative Decree No 1/2010 of 2 July 2010 adopting the revised text of the Capital Companies Lawespañol
  • Law No 3/2009 of 3 April 2009 on structural changes to companiesespañol
  • Law No 24/1988 of 28 July 1988 on the stock marketespañol
  • Stock market legislationespañol

Still need help?

Personalised help is available through the following links:

  • Directorate-General for Small and Medium-Sized Enterprises: Advice Centre for Entrepreneursespañol
  • National Securities Market Commission: investor informationespañol

The Enterprise Europe Network provides businesses with information and advice through its local partners.

Last update: 13/01/2012 | Top