Legal Readiness for an Identified Company Sale

Once a sale transaction or counterparty has been identified, a legal readiness review helps organise information and identify matters that may affect timetable or documentation. It is not a financial valuation or a buyer-search service; it focuses on whether the company can explain and evidence its legal position.

1. Ownership and corporate governance

• reconcile the shareholder register and acquisition documents;
• review articles, shareholders' agreements, minutes, powers and filed accounts;
• identify transfer restrictions, pre-emption rights and approvals;
• regularise open matters without backdating or concealing issues.

2. Contracts and consents

Map material contracts and locate change-of-control, assignment, termination, exclusivity, warranty and liability provisions. A share sale does not change the contracting entity, but a clause may still require notice or consent. An asset sale normally requires a different assignment analysis.

3. Compliance and contingencies

Review disputes, inspections, permits, data protection, intellectual property, employment obligations and open tax matters. Separate issues that can be cured before review, matters that must be disclosed, required consents and risks to be addressed by warranties or specific indemnities.

4. Data room and traceability

1. Assign owners and access permissions.
2. Use a coherent index and version control.
3. Separate drafts from signed documents.
4. Protect unnecessary personal data and secrets.
5. Record questions, answers and replacements.

What preparation does not mean

Preparation is not cosmetic. Backdating, reconstructing unsupported minutes or removing material information may increase risk. Document the issue, assess it and decide whether to remedy, disclose or address it contractually.

When to start

There is no universal six- or twelve-month rule. Timing depends on documents, consents and remediation. Once the transaction is identified, begin with an inventory and separate closing-critical actions from improvements that simply make review easier.

Official sources

• Spanish Companies Act.
• Spanish Civil Code.
• Spanish Trade Secrets Act.

NRRO can perform this legal review where the transaction and parties are identified. Reviewed: 26 August 2026.