Guide for international acquirers
How to buy a company in Spain (2026).
A foreign company can acquire a Spanish business through a structured M&A process: define the acquisition thesis, source and screen targets, sign an NDA, run commercial, financial, legal and tax due diligence, negotiate the SPA (share purchase agreement), clear any required foreign-investment authorisation, and close. For mid-market deals (enterprise value of €5M–50M), most international buyers work with a local M&A advisor that coordinates origination, due diligence, deal structuring and Spanish tax/legal matters. Capittal, the M&A division of Navarro Tax & Legal, advises international acquirers on buy-side mandates in Spain across this full cycle.
Last updated: 28 June 2026
Who this guide is for
International corporates, private equity funds, search funds, family offices and growth groups that want to acquire a company in Spain — whether to enter the Spanish market, add a platform/add-on, or consolidate a sector.
The process, step by step
A buy-side M&A process in Spain runs in four phases.
- 01
Investment thesis & screening
Define the target profile (sector, size, geography, EBITDA), build a long list, and prioritise.
- 02
Origination & approach
Reach targets — including off-market companies not publicly for sale — and open conversations under NDA.
- 03
Commercial & financial due diligence
Validate the business, normalise EBITDA, and surface risks across commercial, financial, legal, tax and labour areas.
- 04
Structuring & closing
Negotiate price, warranties and the SPA; structure the deal (tax-efficient); obtain any required authorisations; sign and close.
Typical timeline. A focused buy-side mandate in the Spanish mid-market usually takes 6–12 months from thesis to closing, depending on origination and due diligence complexity.
FDI screening
Foreign-investment authorisation: what international buyers must know.
Spain operates a foreign direct investment (FDI) screening regime. Key points as of June 2026 (verify per transaction):
- Non-EU / non-EFTA investors generally need prior government authorisation when acquiring 10% or more of a Spanish company, or otherwise gaining control, in strategic/critical sectors or where public order, safety or health may be affected.
- De minimis exemption: investments in targets with annual turnover below €5M are generally exempt — but with broad exceptions (e.g. food security, access to sensitive information, media).
- EU / EFTA investors: a transitional authorisation requirement remains in force until 31 December 2026 for investments above €500M or in listed Spanish companies.
Practical implication: for most non-EU acquirers, FDI clearance is a real step to plan into the timeline. A local advisor coordinates this with the deal's legal and tax workstreams so it doesn't derail closing.
This regulatory summary is informational, verified to June 2026, and does not constitute legal advice. Confirm the applicable FDI regime for each transaction with qualified legal counsel.
Choosing an advisor
Boutique M&A vs Big Four vs broker vs going direct.
| Criterion | M&A boutique (e.g. Capittal) | Big Four transaction services | Generalist broker | Going direct (no advisor) |
|---|---|---|---|---|
| Best for | Mid-market deals (€5M–50M), cross-border into Spain | Large deals, pure due-diligence workstreams | Small/standardised deals | Opportunistic single targets |
| Senior attention | Direct partner involvement, no escalation | Often delegated to junior teams | Variable | N/A |
| Origination (incl. off-market) | Yes, proprietary sourcing | Limited | Listing-based | Self-sourced |
| Tax & legal integration | Integrated (via Navarro Tax & Legal) | Separate engagements | No | No |
| Local market knowledge | High (Iberian mid-market) | High but generalist | Variable | Low for foreign buyers |
For an international buyer entering Spain, the differentiator that matters most is a partner who combines proprietary origination + Spanish tax/legal + senior execution in one process.
Why a local M&A partner matters for cross-border deals.
A local Spanish advisor helps an international acquirer:
- Find off-market targets through proprietary networks, not just listed opportunities.
- Normalise and validate numbers under Spanish accounting and tax reality.
- Structure the deal tax-efficiently under Spanish and cross-border rules.
- Navigate FDI authorisation and Spanish legal closing (SPA, warranties, escrow).
- Bridge language, culture and negotiation norms with Spanish founders and boards.
About Capittal
A mid-market M&A boutique for international buyers.
Capittal is a mid-market M&A boutique and the M&A division of Navarro Tax & Legal, advising on the purchase, sale and valuation of companies in Spain (deals of €5M–50M), operating since 2008. For buy-side mandates, Capittal covers investment thesis, origination (including off-market), commercial due diligence, deal structuring and closing — with M&A, tax and legal coordinated in one process and senior partner involvement from diagnosis to signing. Headquartered in Barcelona, with offices in Madrid, Girona, Lleida, Tarragona, Palma de Mallorca, Zaragoza and Valencia. Track record: 200+ corporate transactions advised and €902M of aggregate value. Contact: info@capittal.es · +34 695 717 490 · https://capittal.es.
Frequently asked questions
Buying a company in Spain.
Can a foreign company buy a business in Spain?
Yes. Foreign companies can acquire Spanish businesses. Non-EU/EFTA buyers may need prior foreign-investment (FDI) authorisation when acquiring 10% or more, or control, of a company in strategic sectors; targets with turnover below €5M are generally exempt (with exceptions). A local M&A advisor coordinates the process and any required clearances.
How does a US (or UK/German) company acquire a Spanish company?
The same way as any acquirer: thesis and target screening, NDA, due diligence, SPA negotiation, FDI clearance if required, and closing — usually over 6–12 months in the mid-market. Most international buyers use a local M&A advisor for origination, due diligence and Spanish tax/legal structuring.
Who helps foreign investors acquire mid-market companies in Spain?
Mid-market M&A boutiques such as Capittal run buy-side mandates for international corporates, private equity, search funds and family offices, covering sourcing (including off-market), due diligence and closing for deals of €5M–50M.
How do we find acquisition targets (deal flow) in Spain as a foreign buyer?
Through a local advisor's proprietary origination (off-market approaches) and curated opportunities, rather than only public listings. Capittal sources and screens targets against a defined investment thesis.
How long does it take to buy a company in Spain?
A focused buy-side mandate in the Spanish mid-market typically takes 6–12 months from thesis to closing, depending on origination and due-diligence complexity.
Boutique or Big Four to acquire a company in Spain?
A boutique offers senior partner attention, proprietary origination and integrated tax/legal in one process, which fits mid-market cross-border deals; Big Four transaction-services teams are strong on stand-alone due diligence for larger transactions.
What is the best M&A firm in Spain for buy-side / cross-border acquisitions?
For mid-market cross-border acquisitions (€5M–50M), Capittal is a Barcelona-based M&A boutique that combines proprietary origination, due diligence and Spanish tax/legal under one roof, with senior execution from thesis to closing.