Buying a business or shares? The decision that could change your investment

Acquiring a business is a highly strategic move. There are two main ways to do this: buying the business or production unit directly, or acquiring shares in a company. Each option has different legal, economic, and tax implications that must be assessed before closing the deal.

How the acquisition of a business or production unit works

When you buy a business or production unit, you acquire specific elements such as fixed assets, inventory, customer portfolio, business license, or brand. You may also assume certain liabilities related to that activity.

If there are employees assigned to the production unit, labor regulations establish that they become part of the new owner's workforce, in accordance with the Workers' Statute.

On the other hand, if you acquire the shares of a company, you simply become a partner instead of the seller. There is no direct transfer of assets, liabilities, or personnel, as the company remains the same legal entity.

Tax aspects of the acquisition

Taxation on the sale of businesses

According to tax regulations, the transfer of a set of elements that constitute an autonomous economic unit is not subject to VAT or ITP-AJD (transfer tax and stamp duty).

If the production unit includes real estate used for the activity, these are subject to ITP-AJD.

However, if elements are transferred that do not allow for the development of an independent economic activity, the transaction will be subject to VAT and/or ITP-AJD (transfer tax and stamp duty).

It is essential to analyze each case to avoid tax errors.

Taxation on the sale of shares

The purchase of shares is exempt from VAT and ITP-AJD, except in the case of a majority stake in a company with at least 50% of its real estate in Spain not used for business purposes.

In both cases, the seller must declare the capital gain derived from the transaction.

• Individuals do so in their income tax return.
• Commercial companies do so in their corporate income tax return.

The importance of due diligence

Before buying a business or shares, it is essential to carry out due diligence: a detailed analysis of the situation of the business or company.

Its purpose is to detect risks that may affect the value, identify possible contingencies, and define how to act if these materialize.

It is a key step in ensuring that the investment is safe and avoiding unpleasant surprises after the purchase.

Legal support to ensure a safe acquisition

Given the legal, tax, and economic complexity involved in any acquisition process, having a team of specialized lawyers is essential to ensure a safe transaction.

Our team of lawyers can advise you on all stages of the process: from initial analysis and due diligence to negotiation, legal structuring, and closing the deal. We work to ensure that the transaction is carried out with all the necessary guarantees, avoiding hidden risks and protecting your interests so that you can invest with peace of mind and confidence.