How to sell a company in Spain: essential guide

Selling a company is one of the most consequential decisions a business owner will ever make. It happens once, it is irreversible, and the financial and emotional stakes are enormous. Yet most owners approach it with little preparation and less experience — which is understandable, since no one practises selling companies.

This guide condenses what we have learned in over fifteen years as active buyers in the Spanish middle market. It is written from the buyer’s perspective, which gives it a practical orientation that seller-focused guides often lack: we know what we look for, what concerns us, and what makes us pay more — or walk away.

Step 1: Decide if it is the right time

Timing is everything. The best time to sell is when the company is performing well, the market is receptive, and you are ready personally. Selling out of necessity — because of health, family conflict, or financial distress — invariably leads to worse outcomes.

Step 2: Assemble your advisory team

At minimum, you need an M&A advisor (who will manage the process and find buyers), a lawyer specialising in corporate transactions, and a tax advisor. The cost — typically 3-7% of the transaction value — is an investment, not an expense.

Step 3: Prepare your financials

Normalised EBITDA is the starting point for most valuations. This means adjusting your reported profits for one-off items, owner-related expenses, and non-recurring income. Clean, audited accounts for the last three to five years are essential.

Step 4: Understand your valuation

In the Spanish middle market, companies typically trade at 4-8x EBITDA, depending on sector, size, growth, and quality of earnings. The key is to understand the range and manage expectations accordingly.

Step 5: Prepare the documentation

The documentation required for due diligence is extensive: corporate records, financial statements, tax returns, employee contracts, customer agreements, property leases, intellectual property, regulatory licences, litigation history, and more. Start compiling it early.

Step 6: Create the sales materials

The information memorandum (or CIM) is the document that presents your company to potential buyers. It should be professional, honest, and comprehensive — highlighting strengths without hiding weaknesses.

Step 7: Identify and approach buyers

Your advisor will prepare a long list of potential buyers — strategic acquirers, financial sponsors, family offices, and other relevant parties — and approach them under confidentiality agreements. The goal is to generate competitive tension without compromising discretion.

Step 8: Negotiate the letter of intent

The LOI is where the key terms are established: price, structure, conditions, exclusivity, and timeline. It is the most important negotiating moment in the entire process.

Step 9: Manage due diligence

Due diligence typically takes 6-12 weeks and covers financial, tax, legal, labour, commercial, and environmental areas. The buyer will scrutinise every aspect of your business. Preparation and responsiveness are key.

Step 10: Close the transaction

The definitive sale and purchase agreement (SPA) formalises the transaction. It includes representations and warranties, indemnification provisions, and closing mechanics. Signing and closing may be simultaneous or separated by days or weeks.

Common mistakes

Overestimating value based on emotional attachment. The company is worth what a qualified buyer will pay, not what you feel it should be worth.

Starting the process without preparation. Inadequate financials, missing documentation, and unresolved legal issues will delay the process, erode buyer confidence, and reduce the price.

Negotiating alone without professional advisors. The buyer does this for a living. You do not. The asymmetry of experience is real, and it costs money.

Revealing the sale to employees too early. Premature disclosure can trigger key-person departures, customer anxiety, and supplier nervousness — all of which destroy value.

Focusing only on price. The structure of the deal, the treatment of employees, the earn-out provisions, and the warranties can matter as much as the headline number.

Conclusion

Selling a company in Spain is a complex process that typically takes 9-18 months from start to finish. The owners who achieve the best outcomes share common traits: they prepare meticulously, engage qualified advisors, manage their expectations realistically, and approach the process with patience and professionalism.

If you are considering selling your company and would like to understand your options, we welcome a confidential conversation.