Bringing in a New Shareholder: What to Decide First

The two routes in

1. Capital increase: money goes into the company. The new shareholder takes newly created shares in a capital increase and what they pay stays in the business. The general meeting resolves on it with the votes in favour of more than half of the votes attached to the shares (article 199 of the Spanish Companies Act, Ley de Sociedades de Capital). Three points usually decide the transaction:

The existing shareholders have a pre-emption right to take the new shares in proportion to those they hold (article 304), for a period that cannot be shorter than one month (article 305). For an outsider to come in, that right must be waived or removed, which requires that the company’s interest calls for it, a report from the directors and the votes of two thirds (articles 308 and 199).
The price may include a premium. If the company is worth more than its capital, the new shares can be issued at a premium, which must be paid in full when they are taken (article 298).
If the shareholder contributes assets instead of money, they must be described and valued in the deed (article 63), and the shareholders are jointly liable for the reality and the value attributed, except those who have had their opposition recorded in the minutes (article 73).

2. Purchase of shares: money goes to the sellers. The new shareholder buys from one or more of the existing ones, as in any share purchase. The transfer must be recorded in a public document (article 106) and is free between shareholders, but for an outsider the articles of association apply and, if they say nothing, the company must consent (article 107). The new shareholder is entered in the register of shareholders (article 104).

Seven decisions to make before they come in

What you are looking for. Money, experience, customers or contacts, and how much of the business you are willing to share. The route depends on the answer. If the shareholder is only joining one business line, a prior corporate restructuring or holding company may be advisable.
How much the business is worth and what percentage that gives the shareholder. It is the hardest decision: it should rest on objective criteria and on your financial adviser’s input.
Which route to use: a capital increase, a purchase of shares or a combination.
What rights they have: voting, dividends, information, a veto over important decisions, a say in management.
What goes in the articles and what in the agreement. The articles are registered and bind the company; what shareholders agree privately cannot be enforced against the company (article 29). That is why the essential rules are usually repeated in both documents.
How they leave. Lock-up, tag along, drag along and valuation clauses. In an SL the articles may prevent voluntary transfers for up to five years (article 108). It is also worth knowing the cases of withdrawal and expulsion of shareholders provided for by law (articles 346, 348 bis, 350 and 351).
How the company is governed. Who manages it, which decisions require reinforced majorities and how a tie is broken: this is the company’s corporate governance.

If the new shareholder contributes work rather than money

It is a common case and the law limits it: in a company limited by shares, work or services cannot be contributed as capital (article 58). To recognise that contribution, parties usually turn to a shareholders’ agreement under which the shares are earned gradually (vesting), with a lock-up clause, or to a separate contract for the work. Another route is to set an ancillary obligation in the articles: an obligation on shareholders other than contributions, for example working for the company, which must state its specific content, whether it is unpaid or paid and the penalty clauses for breach. It never forms part of the capital (article 86). Voluntary breach allows the shareholder to be expelled (article 350). The solution depends on the case and on the tax treatment.

How the entry is formalised, step by step

In a capital increase: the general meeting is called, the increase is approved and the new shares are offered to the existing shareholders. When the period closes, the increase is carried out, a public deed is signed and it is registered at the Commercial Register.
In a purchase of shares: the contract is signed, raised to a public document, notified to the company and the buyer is entered in the register of shareholders.
In both cases: the shareholders’ agreement is signed, if there is one, and the articles are amended to include the rules that must bind the company.

The documents you should have at the end

The minutes of the general meeting approving the increase or the amendment of the articles, if applicable.
The public deed, with its registration at the Commercial Register.
The shareholders’ agreement signed by all.
The updated articles of association with the rules that bind the company.
The register of shareholders brought up to date.
The valuation or report that supports the price, and your tax adviser’s sign-off.

Two common questions

How many shareholders can an SL have? It can have just one, because the law recognises the single-member company (article 12), or several, and the Companies Act sets no maximum number.

How can I change the shareholders of a company? Through the two routes in this article: shareholders who want to leave sell their shares to other shareholders or to third parties, or new shareholders come in through a capital increase. The articles’ rules on transfers limit what can be done.

Common mistakes

Coming in with nothing in writing. A verbal agreement does not settle what happens if the shareholder wants to leave, does not work or disagrees.
Splitting 50 and 50 without a deadlock mechanism. If the shareholders cannot agree, the company is paralysed.
Promising shares without checking the pre-emption right or the company’s consent.
Valuing by eye. A badly judged valuation is paid for later, in recriminations and disputes.
Not updating the register of shareholders or not formalising the entry in a deed.

When to consult a lawyer

Before agreeing the price and the percentage, because changing them afterwards is difficult.
If an investor is coming in, and a term sheet and the rights they ask for must be negotiated.
If an existing shareholder disagrees with the entry.
If the new shareholder lives outside Spain or the entry requires additional checks, as we explain on our foreign investment page.
If a shareholders’ agreement must be drafted or the articles amended.

If you are thinking of bringing a shareholder into your company, you can see how we work on our page on shareholders’ agreements and on a new investor coming in through a term sheet.

Author and sources

Author: Sara González Domínguez, a practising lawyer registered with the Málaga Bar Association (no. 8502). Sources checked on 6 October 2026.

Spanish Companies Act (Ley de Sociedades de Capital), consolidated text from the Spanish Official State Gazette (BOE).

Bringing in a new shareholder: the decisions to make first