Corporate and Commercial Lawyers Marbella

A corporate and commercial lawyer advises businesses on the legal aspects of forming, running and growing a company in Spain. At MT Legal Lawyers, our work in this area includes company formation, drafting and reviewing commercial contracts, shareholder matters, mergers and acquisitions, corporate governance, and ongoing compliance with Spanish company law. We act for foreign investors, entrepreneurs, SMEs and established companies operating in Marbella and across the Costa del Sol. In practice, this means handling the documentation, registrations and formalities a business needs, as well as helping directors and shareholders prevent and resolve disputes. The aim is commercially useful advice that keeps a company legally sound while it focuses on trading. We offer this support on a fixed-fee or monthly retainer basis.

Yes. Non-resident and foreign entrepreneurs can own and form a Spanish company, and there is no requirement to be a Spanish or EU national to be a shareholder or director. In practice, the first step is usually obtaining an NIE (foreigner’s identification number) for each individual involved, and a tax identification number for any corporate shareholder. The company itself — most commonly a Sociedad Limitada (S.L.) — is then incorporated before a notary and registered at the Commercial Registry. Foreign owners should also consider tax residence, banking and, where relevant, the right immigration permit if they intend to live in Spain. Our team regularly guides international entrepreneurs through this process and coordinates the company, tax and residence aspects so they fit together correctly.

These are three distinct ways for a foreign business to operate in Spain. A new Spanish company, usually a Sociedad Limitada, is an independent legal entity owned by its shareholders. A subsidiary is also a separate Spanish company, but it is controlled by a foreign parent company that holds its shares. A branch (sucursal) is not a separate legal entity — it is an extension of the foreign company, which remains directly liable for the branch’s activities. The choice affects liability, taxation, accounting obligations and how profits are treated. There is no single “best” option; it depends on your commercial plans, risk appetite and group structure. Our team can explain the practical consequences of each and help you select the most suitable structure.

Timescales vary, but incorporating a Spanish company typically takes a few weeks once all documentation is ready. The main steps include obtaining an NIE for the individuals involved, securing a company-name clearance certificate from the Central Commercial Registry, opening a bank account and depositing the share capital, signing the deed of incorporation before a notary, and registering the company at the Commercial Registry. The company must also be registered with the tax authorities and obtain its tax identification number. Delays often arise from banking checks or incomplete paperwork, particularly for non-resident founders. Because the steps are interdependent, careful sequencing matters. Our team manages the full process and can provide a provisional registered address at our Marbella offices where appropriate.

It is not legally compulsory, but it is strongly advisable. Commercial contracts in Spain — including agency, distribution, supply, franchise, leasing and services agreements — are governed by Spanish law and, in many cases, specific rules such as the Agency Contract Act. A contract drafted abroad or copied from a template may not reflect Spanish legal requirements, mandatory provisions or local practice, which can create real difficulties if a dispute arises. Reviewing a contract before signing helps confirm that obligations, liability, termination and governing-law clauses are clear and enforceable. Our team drafts, reviews and negotiates commercial contracts for businesses operating in Marbella and the Costa del Sol, balancing legal protection with practical, commercially workable terms.

A shareholders’ agreement (pacto de socios) regulates the relationship between the owners of a company, alongside its articles of association. We help shareholders put clear rules in place on matters such as decision-making, transfer of shares, entry and exit of partners, dividend policy, deadlock situations and dispute resolution. A well-drafted agreement is particularly valuable where there are foreign and Spanish partners, family members, or investors with different expectations, because it reduces the risk of costly conflict later. We can prepare a new agreement, review an existing one, or advise on how it interacts with Spanish company law and the company’s statutes. Our aim is a balanced, enforceable document that protects each party while keeping the business workable.

Forming a company is only the beginning. A Spanish company must, among other things, keep proper accounting records, legalise its corporate and accounting books, hold an annual general meeting, file annual accounts at the Commercial Registry, and submit corporate income tax and, where applicable, VAT returns to the tax authorities. Companies must also maintain an up-to-date corporate register and minute book, and comply with obligations such as data protection and anti-money-laundering rules where relevant. Missing these deadlines can lead to penalties, registry restrictions or director liability. Many of our clients prefer ongoing support so these matters are handled reliably throughout the year. We offer this through a monthly retainer covering the day-to-day legal needs of a business.

Yes. Our corporate team advises on mergers, acquisitions and the purchase or sale of company shares in Spain. This work typically involves legal due diligence to identify risks, drafting and negotiating the sale and purchase agreement, preparing the necessary corporate resolutions, and completing the transaction before a notary and at the Commercial Registry. We act for both buyers and sellers, including foreign companies acquiring or disposing of a Spanish business on the Costa del Sol. Each transaction is different, and the structure can have significant tax and liability consequences, so early advice is valuable. While we cannot guarantee a particular commercial result, we focus on identifying risks clearly and protecting our client’s position throughout the process.

Smaller businesses and self-employed professionals (autónomos) face many of the same legal obligations as larger companies, often with fewer internal resources. Common needs include reviewing contracts with clients and suppliers, advice on commercial leases, debt recovery, compliance with tax and employment formalities, data protection, and managing disputes before they escalate. For autónomos, registration and ongoing obligations also matter. Rather than seeking advice only when a problem arises, many SMEs benefit from a steady relationship with a law firm that understands their business. At MT Legal Lawyers, we provide integrated support to the self-employed and to SMEs in Marbella and across the Costa del Sol, available on a fixed-fee basis or as a monthly retainer.

Spanish company, tax and commercial law has its own rules, procedures and formalities, which often differ from those in a company’s home country. International businesses that assume their usual practices will apply can encounter unexpected obligations — for example, around incorporation, contracts, employment, accounting or registration with Spanish authorities. Local legal advice at an early stage helps a company choose the right structure, understand its obligations and avoid problems that are far more expensive to fix later. It also helps bridge language and procedural differences when dealing with notaries, registries and the tax office. Our team regularly advises foreign companies entering the Marbella and Costa del Sol market, providing clear guidance in English on how Spanish law applies to their plans.