VIP Consulting Group
Buy a business based on real data, not just the seller's promises
Acquiring a company or an operating establishment can accelerate your entry into the Spanish market. But the deal only makes sense once the revenue, costs, lease, activity licence, employees, debts and transferability have been verified. VIP Consulting Group works with you from search and analysis through negotiation, signing and operational handover.
Why buy an operating business?
Compared with starting from scratch, acquiring an existing business can cut the time to launch and give quick access to premises, equipment, staff, a customer base and a sales history. However, an open business is not necessarily profitable, sustainable or transferable. Its real value must be proven through documentation and a full review of its obligations.
- Faster start of activity.
- Premises, equipment and operating processes already in place.
- Ability to analyse historical sales and costs.
- Potential access to customers, staff and local reputation.
- Negotiation based on verifiable results, not only projections.
Asset purchase or share purchase
The deal structure is one of the most important decisions. In an asset or going-concern purchase, specific items are transferred — equipment, stock, brand, contracts or operating rights. In a share purchase, the company keeps existing with its history, contracts, receivables and obligations, but its ownership changes. The right option depends on the outcome of the legal, financial, tax and operational review.
- In a share purchase, reviewing the company's history and obligations is essential.
- In an asset purchase, exactly what is transferred and which contracts or licences need extra action must be detailed.
- When the identity of the going concern is kept, business-succession rules and the related employment obligations may apply.
- The tax treatment depends on the structure and the specific circumstances of the deal.
What must be reviewed before you pay
1. Real sales and profit
The seller’s statements are not enough. Revenue must be checked against invoices, tax returns, POS system records, linked movements and customer contracts. The calculation must include rent, salaries, social security, utilities, raw materials, commissions, insurance, maintenance, taxes and management cost.
2. Premises lease
Check the remaining term, the rent and its indexation, guarantees, assignability, changes of ownership, permitted activity, works and renewal conditions. Although the law sets certain rules for commercial leases, the contract may contain specific conditions and limitations that directly affect the deal.
3. Activity licence and technical status
Confirm that the activity matches the licence, the authorised use and the technical conditions of the premises. Also determine whether a change of holder, operating company, activity or planned works requires notification, transfer or a new authorisation. Requirements vary by municipality and activity.
4. Employees and labour obligations
Review the workforce, contracts, seniority, salaries, working hours, holidays, pending hours and any internal agreements. In certain transfers, employment relationships do not end and the buyer takes over the previous employer’s rights and obligations.
5. Debts, contracts and litigation
Analyse the tax and social-security position, supplier debts, loans, leasing, claims, penalties, exclusive contracts and guarantees. The purchase agreement must clearly separate the responsibilities before and after the transfer.
6. Digital and intangible assets
The brand, web domain, phone numbers, social media, customer database, reviews and software only have value if their ownership and transfer are possible. Handing over customer personal data must also comply with data-protection rules.
How we work
- Define budget, city, sector, level of involvement and investment objective.
- Search and shortlist opportunities against economic and operational criteria.
- Preliminary analysis of sales, costs, rent and working capital.
- Visit and assess the premises, equipment and operations.
- Coordinate the legal, financial, tax, labour and licensing review.
- Valuation and negotiation of price, payment schedule and guarantees.
- Define the purchase structure and the conditions precedent.
- Coordinate the transfer of lease, licences, contracts, assets and operations.
- Start-up plan and support during the transition.
How the legal team protects the buyer
The value of legal advice is not limited to reviewing the final contract. Its main role is to detect risk before the buyer takes on obligations. Depending on the deal, the lawyer can verify the seller’s ownership and authority, analyse lease and licence restrictions, set conditions precedent and contractually allocate liability for prior obligations.
- Verify the seller's legal capacity and ownership of assets or shares.
- Make the final payment conditional on meeting specific requirements.
- Representations and warranties on debts, employees, licences and litigation.
- Right to terminate, refund or compensation if the information is incorrect.
- Inventory of assets, contracts, passwords, keys and documents to be handed over.
- Coordination with tax adviser and accountant to structure the deal.
Mistakes that can be very costly
- Paying a non-refundable deposit before reviewing the essential documents.
- Calculating profit only from declared sales.
- Assuming the lease, licence or social media transfer automatically.
- Ignoring labour obligations or hidden debts.
- Buying a company just to keep the lease without reviewing its full history.
- Paying for a customer base or revenue that depends solely on the seller.
Frequently Asked Questions
In many cases, yes. However, buying a business does not automatically grant residence or a work permit. The ownership structure, NIE or NIF, bank account, source of funds, representation and any possible residence route must be reviewed separately.
By analysing provable profit, the assets, the lease term, working capital, transfer risks and comparable deals. The seller’s asking price alone does not determine the value of the business.
Not always. It depends on the type of licence, the municipality, the activity, the status of the premises and the transfer structure.
It depends on the available documentation, the type of deal, the landlord, the licences, financing and the complexity of the business. No firm timeline should be set before the initial review.
Our operating base is in Barcelona, but we analyse and coordinate projects in different cities across Spain with local professionals when needed.
Before you commit, review the project with us.
Send us the opportunity and we coordinate the legal, financial, tax and operational review.