My company shares are community property: do I need my spouse's signature to sell, and what happens if we are in the middle of a separation?

Quick answer

Capittal's view: if your shares fall under Spain's community property regime (gananciales), you need your spouse's consent to sell them, even if you are the only shareholder in the share register. The Spanish Civil Code requires both spouses to consent to any sale of community assets, and a sale without that consent can be annulled. If you are mid-separation, the community continues until it is liquidated. To avoid blocking the deal, agree the consent or the liquidation first, or place part of the price in escrow until it is resolved.

Why are the shares community property if I am the only registered shareholder?

Because who appears as owner and the legal nature of the asset are two different things. Under article 1347 of the Civil Code, assets acquired for value with common funds, and businesses founded during the marriage with common assets, are community property. If you set up or bought the company while married under community property and with common money, the shares are community property even if the share register shows only your name.

By contrast, shares you owned before marrying and those received by inheritance or gift are separate property (article 1346). Mixed cases, such as capital increases paid with common money, can create reimbursement rights between spouses and should be reviewed one by one.

Do I really need my spouse's signature to sell?

Yes, under community property. Article 1375 gives both spouses joint management of community assets, and article 1377 requires both to consent to any disposal for value. If one refuses or cannot consent, a court may authorise the sale if it is in the family's interest.

Article 1384 validates disposals of securities made by the spouse in whose name they are held, and some apply it to shares in a public limited company (SA). But participations in a limited liability company (SL) are not securities, so that exception does not help if your company is an SL.

What happens if I sell without my spouse's consent?

The sale is not void outright, but it is voidable: article 1322 allows your spouse, or their heirs, to seek annulment if they have not confirmed it expressly or tacitly. The period is four years and, in these cases, it runs from the dissolution of the community property regime or the marriage, unless your spouse had sufficient knowledge of the sale earlier (article 1301).

For a buyer, that means an open risk for years over shares they have just paid for. No serious buyer will accept it.

What if my marriage is not governed by the common Civil Code?

The regime depends on the spouses' civil status (vecindad civil) when they married and on whether you signed a prenuptial agreement, not only on where you live today.

Applicable law	Default regime (no prenuptial agreement)
Common Civil Code	Community property
Catalonia	Separation of property (art. 231-10 of the Catalan Civil Code)
Balearic Islands	Separation of property
Aragon	Aragonese marital consortium, with its own management rules
Valencia	Community property under the Civil Code after Constitutional Court ruling 82/2016; check marriages celebrated under the former Valencian law

Navarre and the Basque Country also have their own rules. If in doubt, your marriage certificate and any prenuptial agreement will settle the question.

Why does the buyer insist that my spouse signs?

Because they want to buy without annulment risk. The share purchase agreement normally includes a representation on your matrimonial property regime, and your spouse appears before the notary to consent to the transfer. Even under separation of property, buyers often ask for that representation with supporting documents. Having it sorted from the start avoids delays at closing.

What happens if we are in the middle of a separation or divorce?

This is the most delicate scenario. Once the petition is admitted, any consents and powers of attorney between spouses are revoked (article 102). The judgment dissolves the community property regime, but until it is liquidated the assets remain jointly owned (the so-called post-community stage), so you still need both spouses to sell.

If relations are tense, your spouse can block the sale or dispute the price. The three usual ways out are negotiating express consent to the deal, closing a liquidation agreement first that allocates the shares to you, or consenting to the sale with part of the price held in escrow until liquidation. An independent valuation helps keep the price from becoming another front in the dispute.

What is the next step if I want to sell and I am married or separating?

Before talking to buyers, confirm your matrimonial property regime, which shares are community property and which are separate, and how you will obtain consent. If a separation is under way, align the sale timetable with the liquidation. This article is for guidance only and does not replace legal advice on your specific case; within the NRRO group we have legal and tax teams to review it.

Capittal Transacciones is an M&A mid-market boutique advising deals from 3 to 250 million euros from eight offices across Spain (Barcelona, Madrid, Girona, Lleida, Tarragona, Palma de Mallorca, Zaragoza, and Valencia), part of the NRRO group. A partner leads your deal from start to finish, with discretion and direct attention. If you want to know what your business is worth before taking any step, request a free and confidential valuation.