How long does it take to incorporate a limited liability company in Spain?

The timeframe varies depending on the availability of the company name, preparation of articles of association, capital contribution, notarial signing, tax procedures, Commercial Registry review and any licences required by the activity. The CIRCE system centralises many procedures through the Single Electronic Document, but it does not remove the need to review the structure and documentation. Before promising a date, it is advisable to identify whether standard or customised articles will be used and whether there are foreign shareholders or contributions.

Can a director be personally liable for debts or damage?

The company normally responds with its own assets, but a director may be personally liable in certain cases. The Spanish Companies Act provides for liability for damage caused by acts or omissions contrary to the law or the articles of association, or for breach of directors' duties with intent or fault. Liability may also arise for subsequent debts when action is not taken in time after a legal cause for dissolution arises. Each case requires analysing the date of the obligations, the decisions adopted and the measures taken by the director.

What is due diligence in a business acquisition?

Due diligence is a prior review intended to understand the legal position of the company or assets to be acquired. It may include corporate structure, contracts, debt, guarantees, licences, employees, litigation, data protection, intellectual property, real estate and compliance. The report identifies risks and recommends how to address them: adjusting the price, requiring a warranty, retaining part of the payment, imposing a condition precedent or excluding an asset or liability. Its scope should be proportionate to the size and risk of the transaction.

Is it better to negotiate or file a commercial claim?

It depends on the objective, urgency, evidence, solvency of the other party and the impact the dispute has on the business. Negotiation can reduce time and cost, but it should not be used to let deadlines pass or allow evidence to disappear. In some cases, it is necessary to send a formal demand, request interim measures or file a claim to protect the position. An appropriate strategy may combine negotiation, mediation and litigation, defining in advance which outcome is acceptable and when the route should change.

Commercial lawyer in Alicante

Q: What does a commercial lawyer do?

A commercial lawyer advises on the legal activity of businesses, companies, shareholders and directors. They can help incorporate or reorganise a company, draft articles of association and shareholders' agreements, review contracts, prepare capital increases, assist with investments or acquisitions, resolve shareholder disputes and analyse directors' liability. Their role is also preventive: detecting risks before signing, documenting decisions correctly and ensuring that the company complies with its commercial law obligations.

Q: When should a company consult a commercial lawyer?

It is advisable to consult before incorporating a company, bringing in or separating shareholders, accepting investment, signing a significant contract, buying or selling a business, changing the management body or adopting a decision that may create liability. It is also advisable to act early when there is a deadlock, non-payment, breach, refusal of information or financial deterioration. The earlier the situation is reviewed, the greater the margin to negotiate, preserve evidence, meet deadlines and prevent the problem from affecting business continuity.

Q: What is the difference between a commercial lawyer and a corporate lawyer?

Corporate law is part of commercial law. A corporate lawyer focuses on the creation, operation, governance, capital, shareholders, directors and changes affecting companies. A commercial lawyer may cover that area and other matters related to business activity, such as commercial contracts, business acquisitions, competition, claims and litigation. In practice, both specialisms are usually coordinated: corporate advice covers the internal life of the company, while commercial advice also includes contracts, transactions and disputes connected to business activity.

Q: What is the difference between commercial, tax and employment advice?

Commercial advice deals with the company structure, relations between shareholders, management bodies, contracts and business transactions. Tax advice analyses taxes, returns and tax consequences. Employment advice covers workers, hiring, dismissals, negotiation and Social Security. The same decision may affect all three areas; for example, a corporate restructuring may require commercial resolutions, tax planning and employment measures. That is why it is useful to coordinate professionals before implementing the transaction.

Q: What is the minimum capital to create a limited liability company?

A Spanish limited liability company can be incorporated with minimum capital of €1. However, while the capital and legal reserve do not reach €3,000, the law imposes additional rules: at least 20% of profit must be allocated to the legal reserve and, if the company is liquidated without sufficient assets, the shareholders are jointly and severally liable for the difference between €3,000 and the subscribed capital. The capital should therefore be chosen according to the real needs of the business, not only the legal minimum.

Q: What are the general deadlines for annual accounts?

As a general rule, directors must prepare the annual accounts within three months following the end of the financial year. The shareholders' meeting must approve them within six months following year-end and, once approved, the directors must file them with the Commercial Registry within the following month. If the financial year matches the calendar year, the usual calendar places preparation by 31 March, approval by 30 June and filing during the month after approval.

Q: Is it mandatory to sign a shareholders' agreement?

It is not mandatory in every company, but it is highly recommended when there are several founders, investors, working shareholders or growth plans. The agreement can regulate majorities, dedication, permanence, non-compete obligations, transfer of shares, investor entry, exit, valuation and deadlock resolution. It must be coordinated with the articles of association and corporate resolutions, because a private agreement signed between shareholders is not automatically enforceable against the company. A generic document may leave the most important project issues unresolved.

Q: Can a minority shareholder challenge a corporate resolution?

Yes, when the resolution is contrary to the law, conflicts with the articles of association or the meeting regulations, or harms the corporate interest for the benefit of one or more shareholders or third parties. As a general rule, shareholders who individually or jointly represent at least 1% of the capital are entitled to challenge, without prejudice to special rules and the possibility for the articles to reduce that percentage. The general deadline is one year, except for resolutions contrary to public order. The notice, minutes, votes and documentation must be reviewed.

Specialists in business and corporate law for companies, shareholders and investors

A commercial lawyer advises companies, directors, shareholders and investors on company formation and management, shareholders’ agreements, contracts, mergers and acquisitions, corporate disputes and directors’ liability.

At Pellicer & Heredia, we provide preventive and contentious commercial law advice from Alicante, both in person and online, for national and international transactions. We assess legal risks, prepare the necessary documentation and coordinate each step before notaries, the Commercial Registry or the courts whenever required.

Reviewed by Pedro Heredia Ortiz, International Business Lawyer at Pellicer & Heredia.

Do you need to make a commercial decision with confidence?

Tell us what transaction, contract or dispute is affecting your business. Our team will review the situation, explain what documentation is needed and propose a legal strategy tailored to your objectives.

What does a commercial lawyer do and when should you consult one?

A commercial lawyer helps prevent, organise and resolve legal issues arising from business activities. Their work does not begin only when a dispute reaches court.

Much of the value is created beforehand: by choosing the right structure, establishing clear rules between shareholders, negotiating balanced contracts, documenting agreements properly and identifying risks before they affect the continuity or assets of the business.

Before incorporating or reorganising a company

It is advisable to seek legal advice before choosing between a private limited company, a public limited company or another structure, because the legal form affects the share capital, governance, transfer of shares or ownership interests, entry of investors and future obligations.
It is also advisable to review the structure when the company grows, adds new business lines, opens subsidiaries, brings several companies together under a group or needs to separate activities and risks.

Before signing important contracts

Contracts with clients, suppliers, distributors, agents, franchisees, technology partners or lenders should clearly set out the scope of the service, price, deadlines, guarantees, ownership of the results, confidentiality, termination provisions and the dispute resolution mechanism. Reviewing them before signing allows you to negotiate from a stronger position and avoids relying on ambiguous or unbalanced clauses.

When a conflict arises between shareholders or directors

Disagreements over control, management, dividends, access to information, remuneration, the transfer of shares or compliance with a shareholders’ agreement can bring a company to a standstill. Early intervention makes it possible to review the articles of association, agreements, minutes and communications, identify each party’s rights and assess negotiated solutions, corporate measures or legal action before the conflict harms the business.

Before buying, selling or investing in a company

A corporate transaction requires verifying exactly what is being acquired and what obligations are being assumed. The legal review or due diligence should analyse the ownership of shares, key contracts, powers of attorney, litigation, licences, employees, assets, intellectual property, debt, guarantees and regulatory compliance. The findings can be used to adjust the price, require guarantees, establish conditions precedent to closing or rule out a transaction where the level of risk is unacceptable.

Commercial and corporate law services

We advise on the key legal decisions throughout the life of a company. The scope of our work is defined according to the objective, the available documentation, the parties involved and the urgency of the matter.

Company formation and drafting of articles of association

We help you choose the appropriate legal form, define the corporate purpose, structure the share capital, select the management system and prepare articles of association tailored to the project. We coordinate the company name certificate, the public deed, the NIF tax identification number, registration with the Commercial Registry and the related formalities.
Although a private limited company can legally be incorporated with a minimum share capital of €1, we assess whether that amount is appropriate for the business and explain the special rules that apply until the share capital and legal reserve reach €3,000.

Shareholders’ agreements and corporate governance rules

We draft shareholders’ agreements to regulate voting rights, reinforced majorities, commitment, remuneration, permanence, non-compete obligations, the entry of investors, transfer of shares, tag-along and drag-along rights, deadlock resolution and exit mechanisms.
The agreement must be coordinated with the articles of association and corporate resolutions, because private agreements between shareholders are not automatically enforceable against the company simply because they have been signed. We also advise on the organisation of general meetings, boards of directors, delegation of powers, minutes and internal decision-making protocols.

Capital increases and reductions, conversions, mergers and demergers

We prepare and coordinate transactions that modify the company’s structure: the entry of new shareholders, debt capitalisation, cash or non-cash contributions, capital reductions due to losses, repayment of contributions, conversion of the company’s legal form, mergers, demergers and global transfers of assets and liabilities. These transactions require corporate resolutions, reports, publication requirements, protection of shareholders and creditors, execution of a public deed and registration. For structural modifications, we apply the current framework established by Royal Decree-Law 5/2023 and analyse the commercial, employment and tax implications with the relevant professionals.

Sale and purchase of companies and shares, investment and due diligence

We support buyers, sellers and investors throughout the entire process: confidentiality agreements, letters of intent, legal review, price negotiations and adjustments, sale and purchase agreements, representations and warranties, conditions precedent, retentions, payment guarantees, closing and post-closing actions.
The documentation is adapted depending on whether the transaction involves acquiring shares, purchasing assets or investing through a capital increase.

Commercial contracts and business relationships

We draft, review and negotiate supply, service, agency, distribution, franchise, collaboration, joint venture, manufacturing, licensing and confidentiality agreements, as well as general terms and conditions. We identify obligations, milestones, liabilities, indemnity limits, guarantees, protection of information, ownership of results, duration, termination and jurisdiction.
For cross-border transactions, we coordinate the matter with our international trade team to review the applicable law, jurisdiction, arbitration, payments and international guarantees.

Shareholder disputes and challenges to corporate resolutions

We advise in situations involving deadlock, abuse by majority or minority shareholders, denial of information, breach of shareholders’ agreements, exclusion or withdrawal of shareholders, disputes over dividends, valuation of shares and control of the company. We review the validity of notices, the constitution of the general meeting, voting majorities, minutes and resolutions.
As a general rule, an action to challenge corporate resolutions must be brought within one year, so it is important to act quickly and preserve the relevant documentation and communications.

Directors’ duties and liability

We advise directors, board members, shareholders and creditors on duties of care and loyalty, conflicts of interest, use of company assets, related-party transactions and properly documented decision-making.
The limited liability inherent in a company does not exclude the director’s potential personal liability for actions contrary to the law, the articles of association or the duties of the office. We also analyse the obligations that arise when there is a cause for dissolution or a situation of insolvency, as well as the applicable deadlines for taking action.

Corporate secretarial services and ongoing commercial legal advice

We can provide ongoing legal support to the company by preparing notices of meetings, agendas, minutes, certificates, powers of attorney, changes to the management body, corporate books, amendments to the articles of association and routine corporate transactions. Ongoing legal advice allows the lawyer to become familiar with the company’s structure and contracts, respond more quickly and help establish a calendar of corporate obligations and decisions that require approval or registration.

Negotiation, mediation and commercial litigation

When a breach occurs, we assess the legal and financial position before deciding on the appropriate course of action. We can prepare formal demands, negotiate settlements, take part in mediation, seek interim measures or represent the client before the courts. The aim is not to take every dispute to court automatically, but to choose the strategy that best protects the business, the time involved, the available evidence, the realistic prospects of recovery and the commercial relationship between the parties.

Key commercial law facts and deadlines your company should know

The following rules are particularly useful for the ordinary corporate management of a company. They should be interpreted together with the articles of association, the company’s actual financial year-end and the specific circumstances of each company.

Data

General rule

Minimum share capital of a private limited company

€1. If it does not reach €3,000, additional reserve requirements and liability rules apply in the event of liquidation.

Minimum share capital of a public limited company

€60,000.

Preparation of annual accounts

Maximum of 3 months from the end of the financial year.

Approval of annual accounts

Within 6 months of the end of the financial year.

Retention of commercial documentation

6 years from the date of the last entry in the books.

Challenge to corporate resolutions

General time limit of 1 year, except for resolutions contrary to public policy.

Response to a cause for dissolution

Directors must act within the statutory 2-month period to avoid certain liability risks.

How we provide commercial legal advice

Each engagement is tailored to the specific matter, but we follow a structured process so that the client understands from the outset the objective, the documentation required, the available alternatives and the next steps.

Step 1 - Initial consultation and definition of objectives

You explain the transaction or dispute, who is involved, what decisions have already been made and what outcome you need. We identify the urgency, any deadlines that may already be running and the initial documentation we need to review. We also determine whether the matter requires coordination with tax advisers, economists, employment lawyers, auditors, notaries or professionals in another jurisdiction.

Step 2 - Review of documents and registry status

We analyse the articles of association, shareholders’ agreements, deeds, registry extracts, minutes, powers of attorney, contracts, accounts, communications and background documentation. Where appropriate, we check the information available at the Commercial Registry and review who has authority to represent the company, what resolutions are required and whether there are any contractual or corporate restrictions.

Step 3 - Assessment, risks and alternatives

We prepare a clear assessment of the situation. We explain what can be done, what requirements each option involves, what risks exist, what deadlines must be met and what the consequences of not taking action may be. In complex transactions, the assessment may take the form of a due diligence report, a risk matrix or a memorandum with recommendations.

Step 4 - Drafting and negotiation

We draft or review the necessary documents: contracts, shareholders’ agreements, corporate resolutions, minutes, letters of intent, formal notices, reports and closing documents. We negotiate with the other party when the engagement requires it and record the changes so that the client can understand what is accepted, what is rejected and what risk remains.

Step 5 - Approval, signing and execution

We coordinate general meetings, board meetings, private signings, notarial formalities, Commercial Registry filings, payments, deliveries and conditions precedent or subsequent. We verify that the signatories have sufficient authority and that the transaction is properly documented. If the matter is contentious, we initiate the necessary proceedings and direct the litigation or negotiation strategy.

Step 6 - Follow-up and ongoing compliance

After signing or reaching an agreement, we verify any outstanding obligations: registrations, notifications, updates to corporate books, changes to powers of attorney, deferred payments, guarantees, renewals, milestone schedules and ongoing compliance. The legal completion of a transaction does not always coincide with signing, so we identify the subsequent actions required and who is responsible for each of them.

Documentation we usually review

The documentation required depends on the type of matter. Providing it in an organised manner saves time, helps identify inconsistencies and improves the quality of the analysis.

Section

Common documents

Company and governance

Deed of incorporation, current articles of association, shareholders’ agreements, shareholders’ register, minutes, certificates, powers of attorney and group organisational chart.

Transaction or contract

Drafts, annexes, quotations, offers, letters of intent, confidentiality agreements, guarantees, negotiation emails and closing documents.

Financial situation and compliance

Annual accounts, recent balance sheets, debt, guarantees, financial agreements, licences, insurance policies, litigation, claims and outstanding obligations.

Dispute

Notices of meetings, minutes, burofax communications, emails, messages, formal notices, contracts, invoices, reports, proof of payments and any document that supports the chronology of events.

Who do we advise on commercial law matters?

Entrepreneurs and startups

We help define the initial structure, allocate shares, protect ownership of the project, regulate the founders’ commitment, prepare for the entry of investment and establish exit mechanisms or deadlock resolution procedures. Proper documentation from the outset reduces the risk of a personal disagreement becoming a problem of control or business continuity.

SMEs and established companies

We provide support with contracts, general meetings, corporate changes, growth, reorganisations, acquisitions of assets or companies, and disputes with shareholders, clients or suppliers. We can assist with specific matters or act as an external legal team for recurring consultations, document preparation and risk prevention.

Shareholders, directors and governing bodies

We advise the company and, where there is no conflict of interest, its governing bodies. We also independently represent majority or minority shareholders and directors who need to understand their rights, duties and potential exposure. Before accepting an engagement, we identify who we represent and avoid situations that could compromise professional independence.

Investors and foreign companies with interests in Spain

We assist with the incorporation or acquisition of Spanish companies, entry into existing businesses, the signing of contracts and the coordination of transactions with international elements. Our multilingual approach facilitates communication with foreign clients and advisers and allows Spanish law to be integrated into a broader cross-border transaction.

Common commercial law mistakes we help prevent

Using generic articles of association without adapting them to the reality of the project

Standard articles of association may be sufficient to incorporate a company, but they do not always address how sensitive decisions will be made, what will happen if a shareholder stops working in the business, how an investor will join or how a deadlock will be avoided. It is preferable to establish coherent rules from the outset across the articles of association, the shareholders’ agreement and the company’s actual operation.

Signing contracts based solely on templates

A template may omit risks specific to the sector, billing model, ownership of the results or dependence on a supplier. It may also include clauses that are incompatible with one another or provide for an unfavourable jurisdiction. The review should be based on the actual transaction, not merely on the name of the contract.

Adopting resolutions without complying with notice requirements, voting majorities or minutes

A sound business decision can still be exposed to challenge if the meeting was not properly convened, if the right to information was infringed, if the required majority was not reached or if the minutes do not accurately reflect what took place. The corporate form provides legal certainty, but it also requires each decision to be documented in accordance with the law and the articles of association.

Waiting too long to address a conflict between shareholders

When a conflict drags on, the risk of losing information, unilateral decisions, deterioration of the business and increasing difficulty in negotiating all grow. Seeking advice early helps preserve evidence, manage deadlines, organise communications and avoid impulsive actions that could weaken the legal position of the company or the shareholder.

Confusing limited liability with absolute protection for directors

As a general rule, the company is liable with its own assets, but a director may be held liable for damage caused by acts contrary to the law, the articles of association or their duties. Specific risks also arise when no action is taken in response to a cause for dissolution or insolvency. Material decisions should be based on sufficient information and properly documented.

Buying a company without proportionate due diligence

The price alone does not reflect the legal risks. A buyer may assume unfavourable contracts, litigation, debts, guarantees, licensing issues or defects in the ownership of assets. A prior legal review makes it possible to negotiate guarantees, retentions, closing conditions or price adjustments and helps avoid discovering problems after the transaction has already been completed.

Related services for businesses

Family businesses. Family protocols, generational succession, business continuity and protection of the family business legacy.
Restructuring and insolvency. Alternatives in situations of liquidity pressure, negotiations with creditors and protection of business continuity.
Insolvency proceedings. Advice for debtors and creditors throughout insolvency proceedings.
International trade. Cross-border contracts, distribution, guarantees, jurisdiction, arbitration and enforcement.
Intellectual and industrial property. Protection of trademarks, patents, designs, copyright and trade secrets.
Debt recovery. Recovery of outstanding amounts through out-of-court or judicial proceedings.

Why choose Pellicer & Heredia as your commercial law firm?

We have more than 20 years of experience and a legal practice with a strong international dimension. From our Alicante office and the firm’s other locations, we advise companies, shareholders, directors and investors who need to understand Spanish law and make decisions with confidence.

Our team brings together expertise in commercial law, litigation, taxation, accounting, employment law, real estate, intellectual property and international trade. This coordination is particularly valuable when a corporate transaction cannot be analysed in isolation. We work in several languages and can provide our services in person or online, maintaining clear communication on objectives, documentation, deadlines and costs.

Frequently Asked Questions

What does a commercial lawyer do?

A commercial lawyer advises on the legal aspects of the activities of companies, corporations, shareholders and directors. They can help incorporate or reorganise a company, draft articles of association and shareholders’ agreements, review contracts, prepare capital increases, assist with investments or acquisitions, resolve corporate disputes and assess directors’ liability.

Its role is also preventive: identifying risks before signing, properly documenting decisions and ensuring that the company complies with its commercial law obligations.

When should a company consult a commercial lawyer?

It is advisable to seek advice before incorporating a company, bringing in or removing shareholders, accepting investment, signing an important contract, buying or selling a business, changing the management body or making a decision that could give rise to liability.

It is also advisable to act promptly when there is a deadlock, non-payment, breach of obligations, denial of information or financial deterioration. The sooner the situation is reviewed, the greater the scope to negotiate, preserve evidence, meet deadlines and prevent the problem from affecting business continuity.

What is the difference between a commercial lawyer and a corporate lawyer?

Corporate law is a branch of commercial law. A corporate lawyer focuses on the incorporation, operation, governance, share capital, shareholders, directors and structural changes of companies.

A commercial lawyer may cover this area as well as other matters related to business activity, such as commercial contracts, mergers and acquisitions, competition, claims and litigation. In practice, the two specialisms often work together: corporate legal advice focuses on the internal life of the company, while commercial law also covers contracts, transactions and disputes linked to business activity.

What is the difference between commercial, tax and employment legal advice?

Commercial legal advice deals with the company’s structure, relationships between shareholders, governing bodies, contracts and business transactions. Tax advice focuses on taxes, tax returns and their tax implications. Employment legal advice covers employees, hiring, dismissals, negotiations and Social Security.

The same decision may affect all three areas. For example, a corporate restructuring may require commercial agreements, tax planning and employment measures. For this reason, it is useful to coordinate the relevant professionals before carrying out the transaction.

How long does it take to incorporate a private limited company in Spain?

The timeframe varies depending on the availability of the company name, preparation of the articles of association, contribution of share capital, notarial signing, tax formalities, review by the Commercial Registry and any licences required for the business activity.

The CIRCE system allows numerous formalities to be centralised through the Single Electronic Document, but it does not remove the need to review the structure and documentation. Before committing to a timeframe, it is advisable to determine whether standard or customised articles of association will be used and whether there are any foreign shareholders or contributions.

What is the minimum share capital required to set up a private limited company?

A private limited company can be incorporated with a minimum share capital of €1. However, until the share capital and legal reserve reach €3,000, the law imposes additional rules: at least 20% of the profits must be allocated to the legal reserve and, if the company is liquidated without sufficient assets, the shareholders are jointly and severally liable for the difference between €3,000 and the subscribed capital.

Therefore, the share capital should be determined according to the actual needs of the business, not solely on the basis of the legal minimum.

What are the general deadlines for annual accounts?

As a general rule, the directors must prepare the annual accounts within three months of the end of the financial year. The general meeting must approve them within six months of the year-end and, once approved, the directors must file them with the Commercial Registry within the following month.

If the financial year coincides with the calendar year, the usual timetable is for the annual accounts to be prepared by 31 March, approved by 30 June and filed during the month following their approval.

Is it mandatory to sign a shareholders’ agreement?

It is not mandatory for all companies, but it is highly advisable when there are several founders, investors, working shareholders or plans for future growth.

The shareholders’ agreement may regulate voting majorities, commitment, permanence, non-compete obligations, transfer of shares, entry of investors, exit mechanisms, valuation and deadlock resolution. It should be coordinated with the articles of association and corporate resolutions, because a private agreement signed between shareholders is not automatically enforceable against the company. A generic document may leave the most important issues of the project unresolved.

Can a minority shareholder challenge a corporate resolution?

Yes, when the resolution is contrary to the law, conflicts with the articles of association or the rules of the general meeting, or harms the company’s interests for the benefit of one or more shareholders or third parties.

As a general rule, shareholders who individually or jointly represent at least 1% of the share capital are entitled to challenge a corporate resolution, without prejudice to special rules and the possibility for the articles of association to reduce that percentage. The general time limit is one year, except for resolutions contrary to public policy. It is essential to review the notice of meeting, the minutes, the votes and the relevant documentation.

Can a director be held personally liable for debts or damages?

The company is normally liable with its own assets, but a director may be held personally liable in certain circumstances.

The Spanish Companies Act provides for liability for damage caused by acts or omissions contrary to the law or the articles of association, or by a breach of the duties of office involving intent or negligence. Directors may also be liable for subsequent debts if they fail to act in time when a cause for dissolution arises. Each case requires an analysis of when the obligations arose, the decisions made and the measures taken by the director.

What happens if a shareholder wants to leave the company?

A shareholder cannot always require the company or the other shareholders to buy their interest. The articles of association, shareholders’ agreement, transfer restrictions, statutory withdrawal rights, any existing offers and the valuation method must all be reviewed.

The options may include selling the shares to another shareholder or a third party, acquisition by the company where legally permitted, a capital reduction, exercising a right of withdrawal or reaching a broader negotiated agreement. It is advisable to plan the exit in order to avoid deadlock and disputes over the price.

Can a commercial lawyer review a contract before it is signed?

Yes. A prior review makes it possible to check whether the contract reflects the actual agreement, correctly identifies the parties and properly regulates the price, obligations, deadlines, guarantees, liability, confidentiality, intellectual property, termination and dispute resolution.

The lawyer can propose changes, explain the risks associated with each clause and take part in the negotiation. It is preferable to review the document before any binding commitment is made because, once it has been signed, the ability to correct imbalances will depend on the willingness of the other party or on the clause being invalid.

What is due diligence when buying a company?

Due diligence is a prior review intended to assess the legal position of the company or assets to be acquired

It may include the corporate structure, contracts, debt, guarantees, licences, employees, litigation, data protection, intellectual property, real estate and regulatory compliance. The report identifies risks and recommends how to address them: adjusting the price, requiring a guarantee, retaining part of the payment, imposing a condition precedent or excluding an asset or liability. Its scope should be proportionate to the size and risk of the transaction.

Is it better to negotiate or file a commercial lawsuit?

It depends on the objective, the urgency, the available evidence, the solvency of the other party and the impact the dispute has on the business

Negotiation can reduce time and cost, but it should not be used to allow deadlines to expire or evidence to disappear. In some cases, it may be necessary to send a formal notice, seek interim measures or file a claim in order to protect the legal position. An appropriate strategy may combine negotiation, mediation and litigation, defining in advance what outcome is acceptable and when it is necessary to change course.

How much does it cost to hire a commercial lawyer?

The cost depends on the scope and complexity of the matter. A consultation or contract review does not require the same amount of work as due diligence, the sale or purchase of a company, a dispute between shareholders or ongoing legal advice.

Before starting, the firm should define the objective, the documentation, the tasks included, the professionals involved and the fee structure. Depending on the matter, a fixed fee, hourly rate, recurring fee or phased budget may be proposed.

Do you only advise companies in Alicante?

No. A significant proportion of the demand is concentrated in this area, but the firm can advise companies, shareholders and investors from other locations and countries.

Many consultations, contract reviews and negotiations can be handled by video call and electronic means. When the matter requires notarial formalities, Commercial Registry filings, meetings or court proceedings, the team coordinates the necessary in-person involvement and the relevant professionals.

Speak to a commercial lawyer about your business

Tell us what decision, transaction or dispute you need to resolve. We will review the initial information and explain the scope of the advice, the documents required and the next steps.