Small and medium-sized companies, not big-firm M&A
Owners who want to sell
Retiring, moving on to something new or responding to an offer.
Partners coming in or going out
Buying out a partner or bringing in an investor.
Buyers of a going concern
A clinic, a restaurant, a services company, a shop or a trading company.
Foreign investors
Buying a business in Spain and need it explained in English.
From the first offer to after completion
Choosing the deal structure
Buying the shares in the company or buying only the business. It changes which debts you take on, which contracts and licences carry over and which taxes are paid. We work with each client’s tax adviser to choose the most efficient option.
Confidentiality and letter of intent
To negotiate without the company’s information leaving the table, and to put the main terms in writing before going further.
Legal due diligence sized to the business
Company and accounts, customer and supplier contracts, premises and lease, licences, debts and litigation. Employment matters are reviewed by an employment lawyer.
The sale and purchase agreement
Price and payment terms, deferred or performance-based price, seller warranties, indemnities, retentions and non-compete.
Signing and completion
Notarial deed, filing with the Companies Registry, change of directors and notices to banks, customers and suppliers.
After completion
Following up deferred payments, warranty claims and an orderly handover if the seller stays on for a while.
A lawyer who also understands the numbers
As well as being a lawyer, I trained in accounting as part of the Master’s in Business Legal Practice at Centro de Estudios Garrigues, and I have used it throughout my years of practice, especially in insolvency proceedings and disputes between partners. I also invest in large companies as a private investor, so I am used to reading accounts the way a buyer does.
In a business sale that matters. The price comes from the accounts, and many problems show up there before they show up in the contracts. We review the balance sheet and the profit and loss account alongside the legal side, and draft the price clauses knowing exactly how they are calculated.
Deals from €100,000 to €5 million
A thorough legal review and a solid contract, without big-firm fees. Free first conversation and a written fixed-fee quote.
A corporate lawyer, not a broker
In English and Spanish, including with buyers or sellers who live outside Spain.
You deal with the lawyer
You work directly with Alejandro Cayuela, a lawyer registered with the Madrid Bar with more than nine years of practice.
Insolvency experience
We know how to spot hidden debts, contingencies and signs of insolvency, which is what protects a buyer most.
Sized to your business
The checks and the contract match what is at stake. No hundred-page reports nobody reads.
Fixed fees
You get a written quote before we start.
Selling a medical practice on the Costa del Sol
We advised on the sale of a medical practice on the Costa del Sol. The doctor was selling as a self-employed professional, so the deal was structured as a sale of the business, with a lease of the premises, a prior tax analysis and a plan for the doctor’s position after the sale.
Simple, clear and fixed-fee
Free first conversation
You tell us about the deal and where things stand.
Fixed-fee quote
In writing, within 24 working hours.
Review and negotiation
Of the letter of intent and the agreement.
Signing before a notary
And completion.
Support afterwards
While payments or warranties are outstanding.
What our clients say
5.0 on Google · 25 reviews
See all reviews on GoogleA great team, always available to answer every question about our business. Highly recommended.
Read the original in Spanish
Gran equipo, siempre disponibles para resolver todas las cuestiones relacionadas con nuestro negocio. Muy recomendable.
My experience couldn’t have been better — for his professionalism, personal treatment and rigour. I recommend his services without any hesitation.
Read the original in Spanish
Mi experiencia es inmejorable, por profesionalidad, por trato personal y por rigor, sin duda alguna recomiendo la contratación de sus servicios.
Frequently asked questions
Is it better to sell the shares or the business?
It depends mainly on the company’s debts and contingencies, the contracts and licences that need to continue and the tax position of each party. We look at it first, because it shapes everything else.
How long does an SME sale take?
Once there is agreement in principle, usually between one and three months to completion, depending on the checks and any financing.
What happens to the employees?
In most deals their contracts continue with the new owner. It is worth checking before signing, because the buyer may take on employment liabilities.
How do I protect payment if part of the price is paid later?
With security in the contract and a precise definition of how it is calculated. We explain it in our article on EBITDA earn-outs.
Do you also review the accounts?
We review the accounts alongside the legal side, because the price and its adjustments come from them. We are not auditors, so if the deal needs a full financial due diligence we work with the client’s accountant or auditor.
How much does it cost?
The first conversation is free. After that you get a written fixed-fee quote based on the size and complexity of the deal.
Selling or buying a company?
Tell us about the deal by WhatsApp or email. We reply within 24 working hours.
SCI Legal · Alejandro Cayuela, abogado · Ilustre Colegio de la Abogacía de Madrid, no. 137442 · +34 664 218 119 · alejandro@scilegal.es