Company and commercial lawyers in Marbella.

01

Setting up a company in Spain

Since Law 18/2022, a Spanish limited company (Sociedad Limitada, SL) can be formed with one euro of share capital. There are conditions: until capital and legal reserve add up to €3,000, at least 20 % of profits go to the reserve and, if the company is wound up without sufficient assets, the shareholders are jointly and severally liable for the shortfall. We help you choose the right figure, not just the lowest.

• Company name, tailored articles of association, deed before a notary and registration at the Companies Registry (Registro Mercantil).
• Foreign shareholders: NIE, powers of attorney with an apostille and declaration of the foreign investment to the Investment Registry.
• Beneficial owner: whoever controls more than 25 % of the capital or voting rights, declared when the annual accounts are filed.
• Companies to hold property: how they compare with buying personally is covered on our investment page; here we draft the articles and the rules between shareholders.

02

Shareholders: agreements, meetings and disputes

The articles are public and rigid; a shareholders' agreement is private and records what you agree: who decides, how profits are shared, what happens if a partner leaves or dies, and how a deadlock is broken. It is best drafted while everyone agrees.

If a dispute comes, we prepare general meetings, review notices and minutes and challenge resolutions that harm our client: the general time limit is one year, except for resolutions contrary to public policy. And we warn directors: if losses push net equity below half of the share capital, they have two months to call a general meeting or may become liable for later debts.

03

Buying or selling a business in Marbella

Bars, restaurants, agencies, holiday rentals: on the Costa del Sol businesses change hands every season. First you decide whether to buy the shares, with the company's whole history, or only the assets. Then we check what the price does not tell you.

• The premises: Spanish law allows a business lease to be assigned without the landlord's consent unless the contract prevents it, but the landlord may raise the rent by 20 % and must be formally notified within one month.
• Activity and terrace licences, tourist registration and the owners' community rules.
• Employees: the buyer takes over their contracts, and both parties are liable for three years for earlier employment debts.
• Debts with the tax authorities, Social Security and suppliers, warranties, retention of part of the price and non-compete.

04

Contracts and claims between businesses

We draft agency, distribution, franchise and service agreements, and collaboration agreements between estate agencies. In an open-ended agency contract, notice is one month per year, up to six, and the agent may be entitled to goodwill compensation; in a franchise, the pre-contractual information must be delivered twenty working days before signing or paying.

If a business does not pay you, you can claim default interest and a fixed sum for recovery costs. Since April 2025 the law generally requires a prior attempt at negotiation before suing; we tell you which route applies in each case, including the order for payment procedure. And if it is your company that cannot pay, it must file for insolvency (concurso de acreedores) within two months of becoming aware of it: before that point, we look at negotiating with creditors or a restructuring plan.