Liabilities in the acquisition of a company in Spain

A matter to be considered in the purchase of a business in Spain is the responsibility of the acquired company, since the mere acquisition, change of name, or reorganization of  the company, does not release the liability to the acquired company.

In this regard, the Spanish Supreme Court in its Ruling of 16th December 2015, establishes that the criteria that should prevail when it comes to decide  the economic responsibilities in the succession of companies,  is the permanence of an economic and business activity or, in other terms, the substantial identity between the successive companies.

For this reason, it is only released the responsibility of the acquired Spanish company when the economic and business continuity is broken.

The Jurisprudence indicates that it is possible the succession of liability between entities for violations committed by one of them, therefore, it is possible that the company is liable for offences committed by the other one.

The Spanish Law allows this liability if there has been fraud of law or abuse of right.  Please note that legal and organizational changes do not necessarily imply the birth of a new company exempt from liability. Otherwise, this would lead to an easy avoidance of all liability of a company by its simple internal reorganization, changes in direction or changes of ownership or legal form.

Arcos & Lamers Asociados will be happy to assist you in the purchase of your new company, analyzing all legal, commercial, tax and labour aspects arising on the occasion of this acquisition, and accompany you throughout the process, informing you  in  all the necessary aspects to establish your new business.

María Teresa Arcos, lawyer in Spain

Wim Lamers, accountant (economist) in Spain