How to sell a company in Spain: the M&A process step by step

bIAnk AI Research · 2026-11-01 · 10 min

The sale process of a Spanish private company from preparation to closing: vendor due diligence, teaser and NDA, information memorandum, indicative and binding offers, SPA, earn-outs and escrow.

1. Prepare before you go to market

Most value is won or lost before the first buyer is contacted. Close the accounts for the last three years, normalise EBITDA, clean up related-party transactions and identify the issues a buyer will find: customer concentration, key-person dependence, pending tax or labour contingencies.

A vendor due diligence, an independent review commissioned by the seller, lets you fix or explain those issues on your own terms instead of conceding price late in the process.

2. Valuation and buyer universe

Set a realistic valuation range (DCF cross-checked with sector multiples) and a list of buyers: strategic buyers in the sector, private equity funds and family offices. Strategic buyers can pay for synergies; financial buyers price the standalone cash flow and the debt it can support.

3. Teaser, NDA and information memorandum

Interested parties receive an anonymous teaser. Those who want to continue sign an NDA and receive the information memorandum: business model, market, management, historical financials, normalised EBITDA and business plan.

4. Indicative offers and shortlist

Buyers submit non-binding offers with a price range, structure, financing and conditions. Compare them on equity value after net debt and working-capital adjustments, certainty of financing and conditions, not only on the headline enterprise value.

5. Due diligence and data room

Shortlisted buyers access the virtual data room and run financial, tax, legal and labour due diligence, with a structured Q&A process. An organised data room with an audit trail shortens this phase and reduces price renegotiation.

6. Binding offer, SPA and closing

The winning buyer submits a binding offer and the parties negotiate the share purchase agreement: price and adjustment mechanism (locked box or completion accounts), representations and warranties, indemnity caps, conditions precedent and non-compete.

Valuation gaps are bridged with earn-outs, vendor loans or a reinvestment by the seller. Part of the price is often held in escrow to cover warranty claims. Signing and closing may be separated by regulatory or financing conditions.

Tax: plan it before you sign

The tax treatment depends on who sells. An individual pays personal income tax on the capital gain in the savings base; a holding company may benefit from the participation exemption under Spanish corporate income tax for qualifying stakes. Structure the sale with your tax adviser before the binding offer, not after.

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