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Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation)

Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation) 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: €478. Official tasa (government fee): This application is not subject to an administrative tasa. The transfer of shares is not registered in the Registro Mercantil (it is recorded in the company's libro registro de socios) and is exempt from Impuesto de Transmisiones Patrimoniales, VAT, and Actos Jurídicos Documentados (art. 338 of Ley 6/2023, de los Mercados de Valores). The only official cost is the notary fee for elevating the sale to a public deed, which is compulsory by law, varies according to the transaction amount (Arancel Notarial, RD 1426/1989), and is paid directly at the notary's office on the day of signing.

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We draft the share purchase agreement (SPA) for your Sociedad Limitada, covering your tax and legal risks. We coordinate the signing before a notary for its compulsory elevación a público (notarisation) and handle the formal notification to the company.

Practical guide: Buying or selling a company: the share purchase agreement (SPA). Requirements, deadlines and the steps, explained.

What we charge you
€478
Managora's fee
€478.00 (21% VAT incl.)
Tasa (official government fee)
This application is not subject to an administrative tasa. The transfer of shares is not registered in the Registro Mercantil (it is recorded in the company's libro registro de socios) and is exempt from Impuesto de Transmisiones Patrimoniales, VAT, and Actos Jurídicos Documentados (art. 338 of Ley 6/2023, de los Mercados de Valores). The only official cost is the notary fee for elevating the sale to a public deed, which is compulsory by law, varies according to the transaction amount (Arancel Notarial, RD 1426/1989), and is paid directly at the notary's office on the day of signing. (suplido: paid to the authority on your behalf, no VAT)
Processing time
The deadline for resolution is set by the regulations of the procedure; we will 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 fee for drafting and coordination starts €478.00 (21% VAT incl.). Notary fees for the elevación a público are not included and will be paid directly to the notary on the day of signing..

Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation): how is it filed?

  1. 11. Fill in the form with the basic details of the company, the partners involved, and the agreed financial terms.
  2. 22. It is essential that you attach the company's estatutos so that our legal experts can verify if there is any restriction regime on the transfer (rights of first refusal).
  3. 33. Within a short period, we will draft the private share purchase agreement (SPA) or the corresponding transfer agreement, as well as the mandatory notification to the directors.
  4. 44. Once the private document is validated (which is fully binding between you), we will coordinate the appointment with the nearest notary's office for its elevación a público, an indispensable requirement under the Ley de Sociedades de Capital.

Which documents do you need?

  • •DNI/NIE or CIF of the seller and the buyer.
  • •Deed of incorporation of the company and/or current Estatutos.
  • •Previous title of ownership of the shares (the deed through which the seller acquired them).

Prerequisites we also handle for you

This procedure needs documents that we also obtain. If you are missing any, ask us for it here and come back once you have it:

Legal basis and things to bear in mind

  • The transfer of social shares must be recorded in a public document to be fully effective against third parties (Art. 106 LSC).
  • Unless otherwise provided in the estatutos, the transfer is free between partners, spouses, ascendants, descendants, or companies of the same group. For all other cases (third parties), there is usually a right of first refusal for the other partners or the company (Art. 107 LSC).
  • The acquirer may exercise their partner rights against the company from the moment the company has formal knowledge of the transfer.

Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation): frequently asked questions

Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation): how much does it cost?

We charge you €478: our fee plus, where applicable, the fixed official tasa we advance. Our fee for drafting and coordination starts €478.00 (21% VAT incl.). Notary fees for the elevación a público are not included and will be paid directly to the notary on the day of signing.. Managora's fee is €478.00, 21% VAT included (€395.04 net + €82.96 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: This application is not subject to an administrative tasa. The transfer of shares is not registered in the Registro Mercantil (it is recorded in the company's libro registro de socios) and is exempt from Impuesto de Transmisiones Patrimoniales, VAT, and Actos Jurídicos Documentados (art. 338 of Ley 6/2023, de los Mercados de Valores). The only official cost is the notary fee for elevating the sale to a public deed, which is compulsory by law, varies according to the transaction amount (Arancel Notarial, RD 1426/1989), and is paid directly at the notary's office on the day of signing..

Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation): how long does it take?

The deadline for resolution is set by the regulations of the procedure; we will confirm it to you when we open your case file.

Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation): which documents do I need?

You need to have to hand: DNI/NIE or CIF of the seller and the buyer., Deed of incorporation of the company and/or current Estatutos., Previous title of ownership of the shares (the deed through 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

Based on the legislation in force and on the official site of the competent authority: Colegio de Registradores (Registro Mercantil / Propiedad) ↗.

Shall we get started with «Contrato de Compraventa de Participaciones (SPA) y Elevación a Público (Share Purchase Agreement and Notarisation)»?

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