Legal and Tax
Advice in Madrid · Corporate Law, M&A, Compliance, Foreign Investment and Family Business in Madrid

An M&A transaction in Spain involves several phases: identifying the deal and the optimal structure, legal and financial due diligence (review of contracts, liabilities, litigation, tax and employment position), negotiation of the sale and purchase agreement (SPA), shareholders’ agreement and representations and warranties, and closing and post-deal integration. From the Madrid office we handle the whole process: the Corporate Division leads the legal structure and the negotiation, while the Financial & Tax Division ensures the deal is tax-efficient and runs the accounting due diligence. For transactions with an international element (Andorra, France, Latin America), the Jurisserv network coordinates the cross-border side.

Structuring a family business combines legal, tax and governance elements. The key instruments are: the family protocol (a document governing the relationship between family and company: access to capital, roles, conflicts), the shareholders’ agreement (internal rules, majorities, drag-along and tag-along rights), the governing body (board of directors or family council) and succession planning (gifting of shares, the family business regime under inheritance tax). In Spain, the 95% relief from inheritance and gift tax for family businesses requires meeting shareholding, remuneration and economic-activity conditions. We design the structure from scratch or review the existing one to ensure it is legally sound and tax-efficient over the long term.

Legal due diligence is a legal audit carried out ahead of a corporate transaction (company sale, merger, entry of an investor). It examines: corporate and shareholding structure, material contracts (customers, suppliers, leases), employment and industrial relations, intellectual and industrial property, pending litigation and contingencies, regulatory compliance and administrative authorisations. It is not legally mandatory, but in practice it is essential: a buyer who skips due diligence takes on hidden risks that can cost far more than the process itself. At the Madrid office we run legal, financial and tax due diligence within a single team, which shortens timelines and improves the quality of the integrated analysis.

Corporate tax advice covers the full tax cycle: annual tax planning (corporate income tax optimisation, tax groups, R&D relief), periodic tax compliance (instalment payments, monthly/quarterly VAT, withholdings, Form 232 on related-party transactions), international taxation (transfer pricing, non-resident income tax, withholding on payments abroad, application of double tax treaties) and tax defence (appeals before the Spanish tax authority and the Economic-Administrative Tribunal, audits). For companies with an international structure or operations in Andorra or France, we coordinate multi-jurisdictional tax planning to avoid double taxation and optimise the group’s overall tax burden.

Compliance is the set of internal policies and controls that keep a company operating within the law. In Spain the main obligations include: anti-money laundering — mandatory for lawyers, accountants, estate agents and regulated sectors under Law 10/2010 —, data protection (GDPR and the Spanish Data Protection Act), a whistleblowing channel and a criminal compliance programme (recommended in order to exclude the company’s criminal liability under the Criminal Code), and sector-specific compliance (AML rules, MiFID II, and so on). We handle the design and rollout of the compliance programme, the whistleblowing channel, staff training and ongoing updates as rules change. For companies with subsidiaries abroad, we coordinate local compliance with that of the subsidiaries.

Yes. It is one of the most common client profiles at the Madrid office: groups with a Spanish parent and subsidiaries in Andorra, France or Latin America. We handle local compliance in Spain — anti-money laundering, whistleblowing channel, data protection — and coordinate with the network’s offices in Andorra and France on obligations in those jurisdictions. On international tax, we analyse the application of double tax treaties, transfer pricing rules (documentation obligations under Form 232) and the planning of dividends and royalties between group entities. A single point of contact in Madrid manages the overall coordination.