Summary. Buying an operating company in Spain as a foreigner takes three to nine months, requires two administrative steps you can run in parallel (a tax ID and a bank account), and closes before a notary. This guide covers each step, the documents involved, typical costs and the mistakes that cost foreign buyers the most time.
Who this guide is for
Investors, family offices and groups outside Spain who want to acquire a going concern: a winery with brand and distribution, an olive oil mill with its grower base, a curing facility, a mineral water concession. If you are looking for a bar or a villa with vines, this is not your guide.
Step 0: the two things to start today
NIE (Número de Identidad de Extranjero). A Spanish tax identification number for foreigners. You need it to sign anything before a notary, open a bank account or own shares. It can be requested at a Spanish consulate or in Spain, and through a representative with power of attorney. Allow two to four weeks. If the buyer is a company, it needs its own Spanish tax number (NIF) as well.
A Spanish bank account. Not strictly required for signing, but required in practice to pay the price, the taxes and the notary, and to run the company afterwards. Spanish banks apply know-your-customer checks to foreign entities; start early and bring corporate documents apostilled and translated.
Both run in parallel with the steps below and are the most common cause of delayed closings.
Step 1: NDA and memorandum
Every company in our portfolio is presented first as a blind teaser, without the company name. You sign a confidentiality and non-circumvention agreement from your phone in about two minutes; within 24 hours you receive the memorandum: three years of accounts, an inventory of assets with independent technical due diligence, the contracts in force, staff and the proposed operating structure.
Step 2: site visit and letter of intent
After a first call, you visit the plant with the owners. If you want to proceed, you present a letter of intent (LOI): price, structure (shares or assets), conditions, exclusivity period and timeline. In Spain the LOI is customary and usually non-binding except for confidentiality and exclusivity. It is the moment to state whether you want the owner to stay on for a transition, which most buyers of family companies do.
Step 3: due diligence
Typically eight to twelve weeks for a foreign buyer. Four workstreams:
- Financial and tax: normalised EBITDA, working capital, tax contingencies, subsidies received (agri-food companies often hold grants with clawback conditions).
- Legal: corporate records, licences, land registry, concessions (water, mining, appellation membership), employment contracts, pending litigation.
- Labour: Spanish employees transfer with the company with their seniority and conditions; this is normal and is priced in.
- Technical: plant, land, equipment and permits. In our portfolio this is done before publication and delivered with the memorandum, which is why our due diligence phase is usually shorter.
Step 4: share purchase agreement and notarial closing
Spanish companies are usually sold as shares (participaciones): the buyer takes the company with its contracts, licences, brand and staff. Asset deals exist but lose licences and appellation registrations that are tied to the company. The share purchase agreement (SPA) sets price, adjustments, representations and warranties, escrow or deferred payments, and the transition. Closing is a single day before a Spanish notary; if the buyer is abroad, a power of attorney signed at a consulate or apostilled abroad is sufficient. Sworn translation of foreign corporate documents is required.
How long it takes
| Step | Domestic buyer | Foreign buyer |
|---|---|---|
| Tax number for the buying entity | Already held | 2–4 weeks |
| Spanish bank account | Already held | 3–8 weeks, in parallel |
| NDA and memorandum | Days | Days |
| Site visit and letter of intent | 2–4 weeks | 3–6 weeks |
| Due diligence | 6–10 weeks | 8–12 weeks |
| Notarial closing | Month 3–5 | Month 4–9 |
Indicative ranges · own research · Sep 2026.
What it costs
- Advisory success fee: usually 3-5% of the price, paid at closing by the seller under an exclusive mandate; buyers pay their own advisers.
- Legal: your Spanish lawyer for due diligence and SPA; budget 0.5-1.5% of the price for a mid-sized deal.
- Notary and registry: fixed tariffs, typically a few thousand euros.
- Taxes on acquisition: buying shares of an operating company is generally exempt from transfer tax, with an anti-avoidance exception for companies whose assets are mainly real estate not used in the business; asset deals may trigger VAT or transfer tax. Structure this with your adviser before the LOI.
Valuation: how prices are set
Spanish food companies of this size trade at five to twelve times normalised EBITDA depending on subsector, plus real estate and contracts, minus a discount for owner dependence. The indicative ranges by subsector, with their source and date, are in the market notes; the memorandum gives the specific case.
Residency
Spain ended its investor (“golden”) visa in April 2025. Buying a company no longer grants residency by itself; the entrepreneur and highly-qualified routes remain for those who run the business. Read our note on residency after the golden visa and confirm with an immigration lawyer before relying on any route.
The mistakes that cost foreign buyers the most
- Starting the tax number and bank account after the LOI. Adds a month to closing.
- Treating the target as real estate. A winery is a company with a brand, a grower base and distribution; the land is one line of the balance sheet.
- Skipping the owner transition. In family companies the founder holds the relationships; twelve to twenty-four months of accompaniment protects the price you paid.
- Underestimating subsidies. Agri-food grants often carry conditions that survive the sale.
FAQ
Can I buy through a foreign company? Yes. It needs a Spanish tax number and its documents apostilled and translated. Many buyers use a Spanish holding company for tax and financing reasons; discuss it before the LOI.
Do I need to be in Spain to close? No. A power of attorney allows your lawyer to sign before the notary.
How long from NDA to keys? Three to nine months. Our process shortens the middle because technical due diligence is done before publication.
Are prices negotiable? The listed price is the owner’s position after our valuation. Offers below it are considered when they come with a credible structure and timeline.
Where do I start? With the companies for sale: wineries, olive estates and mills and hotels and agritourism estates.