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Capittal Research
M&A, valuation and corporate tax insights.
Practical guides, sector analysis and criteria for preparing company acquisitions, sales and valuations.
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Capittal opina
Capittal's view: sell to a third party or hand the company over to my children?
This decision is not settled by sentiment but on four axes: a real successor, tax, liquidity and concentration risk. The costliest mistake is deciding by default, without valuing the company first.
Capittal opina
Capittal's view: when I sell, do my contracts, lease and bank facilities survive?
A share sale keeps the same company as the contracting party, so most contracts survive unless a change-of-control clause says otherwise. The ones that do carry such a clause (key customers, banks, landlords, licences) should be reviewed before going to market, not during due diligence.
Capittal opina
Capittal's view: I have sold my company, what do I do with the money?
The decision about the sale proceeds is not taken after closing, it is taken before: the structure you sell through fixes whether the price lands in your personal account or in a holding company's. The expensive mistake is not picking the wrong investment, it is having been paid through the wrong vehicle.
Capittal opina
Capittal's view: when to sell a company and when to wait
The best moment to sell is not set by the owner's tiredness or by the macroeconomic headline, but by what the business can prove: a sustained EBITDA track record, reduced dependence on the owner and a management team that runs the company without them. When your own timing and the market's do not coincide, preparation is what decides.
Capittal opina
Capittal's view: can I sell my company with a tax audit or litigation open?
You can sell a company with a tax audit or litigation open: buyers reject unknown risk, not quantified risk. The contingency is measured in three layers and absorbed through escrow, indemnity, price adjustment or insurance.
Capittal opina
Capittal's view: from headline price to bank account, what do I actually take home?
The headline price is not the money that reaches your account. Between the two sit net financial debt, the working capital adjustment, escrow, adviser fees and taxes.
Capittal opina
Capittal's view: share deal or asset deal, which suits the seller?
The seller wants to sell shares and the buyer wants to buy assets, because that choice decides who keeps the tax, employment and contractual history of the company. The argument is not settled by changing the paperwork, but with price and with warranties.
Capittal opina
Capittal's view: the buyer wants me to finance part of the price
A vendor loan is common in the Spanish mid-market, but it turns the seller into the worst-paid and worst-secured creditor in their own sale. It is only acceptable with enforceable security, a market rate of interest, limits on subordination and acceleration events you can actually trigger.
Capittal opina
Capittal's view: do my personal expenses in the company cut the price?
An owner's personal expenses inside the company do not cut the price by themselves: being unable to document them does. An identified, evidenced private cost is added back to EBITDA as a normalisation adjustment, while a cost you cannot explain stays inside EBITDA and is multiplied by the multiple against you.
Capittal opina
Capittal's view: how the price is split between shareholders
The price in a company sale is not split by shareholding percentage but by what each shareholder contributes to getting the deal closed. What decides the split is not fairness between partners: it is the shareholders' agreement you signed years earlier, and specifically whether it contains a drag-along clause.
Capittal opina
Capittal's view: every decision you face when selling your company
Selling a company is not one decision: it is around thirty linked decisions, and the final price is set by the ones taken before the first offer arrives. This guide orders them by the point in the process and gives the short answer to each one, with the full analysis in the Capittal's view column.
![Taxes on Selling a Company in Spain [2026]: Seller Guide](/_next/image?url=https%3A%2F%2Ffwhqtzkkvnjkazhaficj.supabase.co%2Fstorage%2Fv1%2Fobject%2Fpublic%2Fcase-studies-images%2Fblog%2Fen-taxes-selling-company-spain.png%3Fv%3D1786380231983&w=3840&q=72)
Tax
Taxes on Selling a Company in Spain [2026]: Seller Guide
A practical guide to Spanish tax on a company sale: resident individuals, corporate sellers, share versus asset deals, deferred price and non-residents.