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English-speaking asset purchase agreement lawyers in Spain
Buying assets in Spain can be a great way to expand your company or explore new markets. However, the legal process can be challenging, especially if you’re from another country and unfamiliar with Spanish laws and regulations. As there are so many financial and legal factors to consider, it’s helpful to consult a professional, like those on our team at Gascon Bernabeu, to protect your investment and make the buying process as smooth as possible.
Our expert English-speaking lawyers are always ready to assist. We provide efficient, reliable legal support that we can tailor to both individuals and companies looking to acquire assets in Spain. We’ll guide you through every step of the process, from managing due diligence and closing procedures to drafting precise agreements.
To learn more about how we can support your asset acquisition in Spain, get in touch with our legal team by filling out our contact form, emailing info@gbabogados.co.uk, sending us a WhatsApp message, or giving us a call on +44 (0)20 3137 1320.
What does an Asset Purchase Agreement involve?
An Asset Purchase Agreement (APA) allows you to buy specific assets – such as real estate, equipment, or intellectual property – rather than purchasing an entire company. This focused approach requires careful legal planning to ensure all assets are clearly identified, liabilities are managed, and risks are appropriately allocated.
The APA process typically begins with the negotiation of key terms, followed by comprehensive due diligence to verify asset ownership and condition. Once terms are agreed upon and conditions are met, the contract is then signed by the seller and the buyer, and the transaction is completed with formal closing steps.
At Gascón Bernabéu, our English-speaking asset purchase lawyers help you navigate these complexities, ensuring that every detail is addressed and your rights are fully protected under Spanish law.
Key points to consider when entering an Asset Purchase Agreement
Purchasing specific assets from a company can be more flexible than buying the entire business, but it comes with its own legal and financial challenges. When buying assets, it’s essential to understand exactly what you’re obtaining, the potential issues you might encounter, and how the transaction will be structured. Since every transaction is different, careful planning and solid legal advice are essential to avoid unexpected risks and to make sure the transfer is safe, financially smart, and matches your goals.
Here’s how our English-speaking solicitors in Spain can help:
- Due diligence – We thoroughly review the assets you’re interested in, to ensure there are no hidden issues. This includes checking the legal status of each asset, identifying any encumbrances or liens, and confirming accurate valuations. This detailed analysis helps ensure you’re protected from unexpected liabilities and surprises.
- Representations and warranties – We make sure that all important details about the assets are clearly documented, like their condition, legal standing, and ownership. We’ll also confirm what protections are in place if any issues arise after the sale, giving you confidence in what you’re acquiring.
- Risk and liability allocation – We help manage and negotiate how risks are shared between the buyer and seller, including handling potential issues such as environmental liabilities, unpaid debts, or legal claims related to the assets. This can go a long way towards helping reduce disputes down the line.
- Closing conditions and procedures – We manage all the steps needed to finalise the purchase, including meeting any regulatory requirements, securing financing arrangements if necessary, and ensuring all agreed conditions are fulfilled. Our team of English-speaking lawyers will oversee the entire closing process, making sure everything runs smoothly and on schedule.
What should an Asset Purchase Agreement include?
An Asset Purchase Agreement (APA) is more than just a formal contract – it’s the legal foundation of your transaction. Whether you’re acquiring property, equipment, intellectual property, or another type of asset, the APA defines exactly what is being transferred, how the deal will unfold, and what protections are in place for both parties. The agreement must be comprehensive, clearly worded, and tailored to the specific nature of your transaction. A well-prepared APA sets out the terms of the purchase and also anticipates and manages potential risks, ensuring that your interests are safeguarded from start to finish.
When we prepare or review your APA, we make sure it includes all the crucial legal and commercial terms necessary for a secure and successful transaction. These typically include:
- Identification of assets – All assets being transferred should be clearly listed and described in detail, often with supporting schedules. This ensures both parties understand exactly what is being bought and sold.
- Purchase price and payment terms – The contract should set out the total price of the assets, how and when it will be paid, and any adjustments or contingencies (such as inventory valuations or debt deductions).
- Representations and warranties – The buyer and seller will each provide official documents about the assets. These documents will confirm aspects like legal ownership, condition, and whether there are any existing liabilities, such as mortgages or claims.
- Covenants – Covenants outline each party’s ongoing responsibilities, such as maintaining insurance, paying taxes, and aiding with post-sale integration. They help protect the asset value between signing and closing.
- Indemnification – This contractual obligation explains how to manage liabilities or claims that may arise after the sale, such as tax issues or disputes, and identifies who holds responsibility for these matters.
- Closing conditions – Certain conditions must usually be satisfied before the transaction is finalised. These might include securing regulatory approvals, obtaining third-party consents, or completing specific deliverables.
- Risk allocation – The agreement should clearly divide potential risks – for example, environmental liabilities or disputes over intellectual property – to prevent misunderstandings and future legal issues.
Expert legal support that protects your interests
At Gascón Bernabéu, we understand how complex cross-border transactions can be – especially when Spanish and international laws overlap. Our team of English-speaking lawyers offer tailored legal advice that reflects your commercial goals while making sure every detail of the asset purchase is clear and legally sound.
Whether you’re buying property, taking over equipment or acquiring rights, we’ll draft a watertight Asset Purchase Agreement that secures your position and minimises your risk.
If you’re entering into an Asset Purchase Agreement in Spain and need legal support, we’re here to help. With years of experience advising international clients, we provide expert, reliable legal services in clear English – helping you complete your deal smoothly, securely and on time.
To arrange a free consultation, get in touch with our experts by filling out the contact form here on our, emailing info@gbabogados.co.uk, messaging us on WhatsApp, or giving us a call us directly +44 (0)20 3137 1320.