Commercial
Business Purchase and Sale

Don't gamble with an internet contract or blindly trust an Excel spreadsheet. At FA Abogados, we'll be with you from the initial handshake to the signing at the Notary's office to ensure there are no unpleasant surprises.

Seville

Company Sale and Purchase Lawyers

Selling the company you've built from the ground up, or buying a business to expand, is the most important financial decision of your life.
Don't risk it.

Seville

Where we’ve been featured in the media

Due Diligence. Why can't you buy blind

Your anti

Due Diligence is an in-depth investigation into the fiscal, labour, and legal workings of a business. It's the shield that protects you before you spend a single euro.

Sellers will always show you the «pretty face» of their company, but we lift the carpets to see what the accounts are really hiding.

We are looking for any outstanding employment lawsuits, hidden debts with Social Security, or key contracts with major suppliers that are about to expire.

And so we have concluded successful operations in Seville

The Watcher (The Saviour NDA)

A fake buyer approached our client just to pick their brain about their client portfolio.
Our action: We had them sign a Non-Disclosure Agreement (NDA) with such severe financial penalties that they immediately backed down, saving our client's business.

The Hidden Debt

Our investor client was going to buy a well-known Sevillian restaurant that appeared very profitable.
Our action: During the due diligence process, we uncovered hidden tax inspection reports. We used this information to secure a direct reduction of 30% from the purchase price.

El Earn-out (Deferred Consideration)

The seller was demanding €1 million and our buyer was only offering €700,000, which blocked the deal.
Our action: We agreed an «earn-out», paying the €300,000 difference in instalments, only if the company met the promised profits over the following two years.

The 4 phases for buying or selling a company with confidence

Process Stage	Main Objective	Your Legal Protection
NDA (Non-Disclosure Agreement)	Absolute protection of sensitive data.	Nobody sees a single paper without signed penalty and non-compete clauses.
Letter of Intent (LOI)	Set initial price, deadlines and exclusivity.	We prevent you from wasting months negotiating while the seller talks to others.
3. Due Diligence (Audit)	Discover the accounting and legal reality.	Our lawyers investigate hidden risks (employment, tax, litigation).
4. Sale and Purchase Agreement (SPA)	Secure completion of the transaction before a notary.	Company with secure payment methods and guarantees against hidden liabilities.

We resolve doubts before you sit down to negotiate

What is better: buying shares or buying the business outright (assets)?

Buying shares drags along all of the company's past problems. Purchasing only the assets (machinery, clients, brand) isolates that legal risk, although it requires more bureaucracy to change licences. We will analyse which is best for you.

If I sell my company, can I set up another one just like it the next day?

No, the buyer will always demand a «Non-Compete» agreement from you. This is signed to prevent you from poaching clients the next day. It must be strictly limited in time (e.g. 2 years) and in a specific geographical area to be legal.

Who pays the hidden debts that appear after signing?

The seller will pay them, if we do the contract correctly. We're including very strict clauses called «Representations and Warranties». We're withholding part of the price or demanding guarantees so that the seller is liable for their lies or errors.

On average, how long does it take to complete the sale and purchase of a small to medium-sized enterprise (SME)?

A secure operation usually takes between 2 and 4 months. Everything will depend on how organised the seller's accounting is and how quickly they provide us with the documentation in the «Data Room» for auditing.

Why do I need a solicitor if there's already an estate agent (broker)?

The broker wants to bring the parties together to collect their commission quickly. We are not salespeople; we are your exclusive legal shield. We only look out for your financial security, even if that means advising you to cancel a purchase.