Many business owners look for a 'business transfer' when what they have is a company. We explain the difference, when each term applies, and at what size the rules change.
When a business owner has spent their career running a shop, a restaurant, or a small local service, the word that comes to mind when considering an exit is usually “transfer” — in Spanish, traspaso. They search for it online, call local agents, post on specialist platforms.
But when that same owner runs a distribution company with €4M in revenue, twenty employees and recurring contracts with large clients, “transfer” is the wrong term. And using the wrong term is not merely a semantic issue: it leads to the wrong channels, the wrong buyers, and — ultimately — a price well below what the business is worth.
A business transfer is the handover of a trading operation to a new owner. In Spain, the term traspaso traditionally referred to the assignment of a commercial lease along with the goodwill of the business: the fittings, stock, regular customers, the trading name.
Today, transfers are most common in three areas:
Retail. Shops, boutiques, stationers, garages. The buyer takes over the premises or lease, the stock, the equipment and typically the trading name.
Hospitality. Bars, restaurants, cafés, small hotels. The buyer steps into the operational role: the licence, kitchen equipment, supplier relationships, regular clientele.
Local services. Tutoring centres, beauty clinics, small medical practices. The buyer acquires the client base and the assets needed to continue operating.
In all these cases, what is transferred is the business as a going concern — but not necessarily a legal entity. The seller closes or liquidates the company; the buyer sets up their own. The transaction is straightforward, relatively fast, and does not typically require specialist M&A advice. Price is calculated informally: “one year’s sales”, “what it cost to set up”, or by comparison with similar businesses listed on platforms like Traspasalia or Fotocasa Negocios.
A company sale is the transfer of a corporate entity — most commonly, the shares of a Spanish Sociedad Limitada or Sociedad Anónima (a share deal), or the principal assets of the business (an asset deal). The buyer acquires not just the operations, but the company’s contracts, market position, workforce obligations, tax history, and contingent liabilities.
The process is structured:
Formal valuation. Not “one year’s sales”, but a rigorous analysis: EBITDA multiples benchmarked against comparable transactions, discounted cash flow modelling, and risk-specific adjustments.
Due diligence. The buyer and their advisers review audited financial statements, tax compliance history, customer and supplier contracts, employment structure, pending litigation and regulatory status. This typically takes several weeks to months.
SPA negotiation. The Share Purchase Agreement is a complex legal document covering representations and warranties, conditions precedent, price mechanisms, escrow arrangements, non-compete covenants and, where applicable, earn-out provisions.
Closing. Formalised before a notary, often requiring employee notifications, regulatory approvals and updates to public registries.
This process requires specialist advisers: corporate lawyers with M&A experience, tax advisers who understand transaction structuring, and in many cases a financial adviser or intermediary to manage the process and buyer outreach.
There is no legal line separating a business transfer from a company sale. But in practice, the boundary falls around €2-3M in annual turnover.
Below that level, the business is typically owner-dependent: no management layer, few formal contracts, value that is inseparable from the owner’s daily presence. The buyer pool is local: individuals seeking self-employment, families wanting an activity, nearby competitors.
Above that level, elements emerge that attract more sophisticated buyers: recurring contracts, a management team with some autonomy, documented systems, growth potential that does not require the founder to be in every meeting.
Above €5M in revenue, or with EBITDA consistently above €1M, the business enters what we call the middle-market. Here the buyer universe changes entirely: financial investors such as family offices and mid-market private equity funds, and strategic buyers seeking consolidation or vertical integration.
An owner who sells a €4M revenue business through a transfer platform makes a costly mistake. The pricing on those platforms reflects the expectations of that market: individual buyers with limited financing who value the business by gut feel and compare it against other listings they have seen nearby.
The same business, presented correctly to the right investors, with a professional information memorandum, a structured and competitive process and specialist guidance, can achieve a materially higher price. The difference is not marginal: it can be 40% to 100% more, depending on sector and business characteristics.
Blue Mountain works with companies generating between €3M and €50M in annual revenue. We are not transfer agents, and we do not list businesses on public platforms. Our approach is the opposite: we work confidentially, we approach companies that are not actively for sale, and when an owner contacts us, we listen first to understand what they have and what process makes sense for their situation.
If your business turns over less than €3M, a local intermediary or a transfer platform will likely serve you better. But if your company has revenue above that level, recurring customers, a functioning team and a track record of profitability, we encourage you to explore the right process. The difference in price you can achieve more than justifies the additional complexity.
You can get in touch for an initial, no-obligation conversation.
This article is part of our series on the company sale process for business owners. See also: How much is my company worth? and The first step in selling a business.
By Blue Mountain Capital
By Blue Mountain Capital
By Blue Mountain Capital
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