Share purchase agreement (SPA) for company shares and execution as a public deed
Share purchase agreement (SPA) for company shares and execution as a public deed is filed with Colegio de Registradores (Registro Mercantil / Propiedad). With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: €395 to €895. Official tasa (government fee): This procedure is not subject to an administrative tasa (official fee). The transfer of shares is not recorded at the Registro Mercantil (Commercial Registry) (it is recorded in the company's register of members) and it is exempt from Transfer Tax, from VAT and from Stamp Duty (art. 338 of Ley 6/2023, on the Securities Markets). The only official cost is the notary's charge for executing the sale as a public deed, which the law makes compulsory; it varies with the value of the transaction (Notarial Tariff, RD 1426/1989) and is paid directly at the notarial office on the day of signing.
We draft the agreement for the sale of the shares in your Sociedad Limitada (Spanish limited company), covering your tax and legal risks. We coordinate the signing before a notary for the compulsory execution as a public deed and formally notify the company.
- Estimated total cost
- €395 to €895
- Managora's fee
- €477.95 (21% VAT incl.)
- Tasa (official government fee)
- This procedure is not subject to an administrative tasa (official fee). The transfer of shares is not recorded at the Registro Mercantil (Commercial Registry) (it is recorded in the company's register of members) and it is exempt from Transfer Tax, from VAT and from Stamp Duty (art. 338 of Ley 6/2023, on the Securities Markets). The only official cost is the notary's charge for executing the sale as a public deed, which the law makes compulsory; it varies with the value of the transaction (Notarial Tariff, RD 1426/1989) and is paid directly at the notarial office on the day of signing. (suplido: paid to the authority on your behalf, no VAT)
- Processing time
- No deadline is set by the rules consulted; we confirm it to you when we open your case file.
- Where it is filed
- Colegio de Registradores (Registro Mercantil / Propiedad) ↗
- What you receive
- Application
Cost breakdown: Our drafting and coordination fee from 395 €. The notarial charges for the execution as a public deed are not included and will be paid directly to the notary on the day of signing..
Share purchase agreement (SPA) for company shares and execution as a public deed: how is it filed?
- 11. Fill in the form with the basic details of the company, the shareholders involved and the financial terms agreed.
- 22. It is essential that you attach the company's articles of association so that our lawyers can check whether any restrictions on transfer apply (pre-emption rights).
- 33. Within a short time, we will draft the private share purchase agreement (SPA) or the relevant transfer agreement, as well as the required notice to the directors.
- 44. Once the private document is approved (it is fully binding between you), we will arrange the appointment at the nearest notarial office for its execution as a public deed, an essential requirement under the Ley de Sociedades de Capital (Spanish Companies Act).
Which documents do you need?
- •DNI/NIE or CIF of the selling and the buying party
- •Deed of incorporation of the company and/or the articles of association in force
- •Prior title to the shares (the deed by which the seller acquired them)
Legal basis and things to bear in mind
- The transfer of company shares must be recorded in a public document in order to be fully effective against third parties (Art. 106 LSC).
- Unless the articles of association provide otherwise, transfers are free between shareholders, spouses, ascendants, descendants or companies within the same group. In all other cases (third parties), the other shareholders or the company usually have a right of pre-emption (Art. 107 LSC).
- The acquirer will be able to exercise their rights as a shareholder against the company from the moment the company is formally aware of the transfer.
Share purchase agreement (SPA) for company shares and execution as a public deed: frequently asked questions
Share purchase agreement (SPA) for company shares and execution as a public deed: how much does it cost?
The estimated total cost (our fee + official tasas and taxes) is €395 to €895: Our drafting and coordination fee from 395 €. The notarial charges for the execution as a public deed are not included and will be paid directly to the notary on the day of signing.. Managora's fee is €477.95, 21% VAT included (€395.00 net + €82.95 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: This procedure is not subject to an administrative tasa (official fee). The transfer of shares is not recorded at the Registro Mercantil (Commercial Registry) (it is recorded in the company's register of members) and it is exempt from Transfer Tax, from VAT and from Stamp Duty (art. 338 of Ley 6/2023, on the Securities Markets). The only official cost is the notary's charge for executing the sale as a public deed, which the law makes compulsory; it varies with the value of the transaction (Notarial Tariff, RD 1426/1989) and is paid directly at the notarial office on the day of signing..
Share purchase agreement (SPA) for company shares and execution as a public deed: how long does it take?
No deadline is set by the rules consulted; we confirm it to you when we open your case file.
Share purchase agreement (SPA) for company shares and execution as a public deed: which documents do I need?
You need to have to hand: DNI/NIE or CIF of the selling and the buying party, Deed of incorporation of the company and/or the articles of association in force, Prior title to the shares (the deed by which the seller acquired them). You do not upload them here: we collect the details through the guided chat.
Who files the procedure?
Managora files it in your name with Colegio de Registradores (Registro Mercantil / Propiedad). You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.
Can it be done online?
Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.
Related procedures
- Registering as self-employed (Hacienda, the Spanish tax authority, and Seguridad Social)
- Baja como autónomo (Hacienda + RETA) (deregistration as a self-employed worker)
- Deferral of a Seguridad Social (Social Security) debt (LGSS art. 23 plus RD 1415/2004)
- Deferral or instalment plan for a debt with the AEAT (Spanish Tax Agency) (art. 65 LGT)
- Application for a refund of amounts wrongly paid (devolución de ingresos indebidos) (LGT art. 221 + RD 520/2005)
- Tarifa Plana for the self-employed: application for the reduced flat-rate contribution
Based on the legislation in force and on the official site of the competent authority: Colegio de Registradores (Registro Mercantil / Propiedad) ↗.
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