In Spain, a traspaso usually means paying for the transfer of an operating business or commercial position rather than buying the building itself. The exact package differs in every transaction. Buyers should never rely on the word traspaso alone; the contract must describe the rights, assets and obligations being transferred.
What can be included?
A traspaso may include furniture, machinery, stock, branding, telephone numbers, websites, booking channels, customer goodwill and the right to continue in leased premises. It may also include deposits or specific supplier arrangements. Each item should be identified, valued where useful and confirmed as the seller’s property.
The lease is often the key asset
The commercial lease determines whether the buyer can actually operate from the location. Review rent, duration, renewal options, indexation, guarantees and transfer restrictions. Obtain written landlord consent when required and make sure any new lease is agreed before the purchase becomes unconditional.
Licences do not always transfer automatically
Confirm the registered activity, opening hours, terrace, capacity, kitchen extraction and any music or entertainment permissions. The procedure may involve notification, a change of holder or a new application. A venue operating today is not proof that every element is properly authorised.
Goodwill must be supported by evidence
Part of the price may relate to reputation, location and existing customers. Goodwill is only valuable when it can continue under the new owner. Review verified turnover, profit, reviews, booking data and dependence on the seller. Separate sustainable earnings from personal relationships and one-off events.
Protect the transaction
Use a written offer or reservation agreement with clear conditions, followed by legal and financial due diligence. The final contract should identify the parties, price, tax treatment, payment timing, inventory, employee position, landlord approval, licences, warranties and the handover date.
- Define exactly which assets and rights are included.
- Check the lease and obtain required landlord approval.
- Verify licences with the appropriate authority.
- Investigate debts, taxes, staff and supplier obligations.
- Do not pay for unsupported turnover or unspecified goodwill.
