Who we help
- Founders who are starting to think about stepping back and do not want to leave the handover to chance.
- Second and third generations where ownership is already shared between siblings or cousins.
- Families where some members work in the company and others do not, with different expectations.
- Growing family-owned companies that need to separate ownership from professional management, sometimes by grouping the family’s shares in a holding company.
- International families with a business in Spain whose members live in different countries.
What it is and when it makes sense
A family protocol is a set of agreements between the shareholders of a family-owned company, and sometimes other relatives, that governs the relationship between the family and the business. Spanish law recognises it expressly: Royal Decree 171/2007 defines it as a set of agreements aimed at a model of communication and consensus in decision-making for an unlisted company in which a family has a common interest (article 2). For a fuller explanation of what a family protocol is, see our guide on family business succession planning.
Its usual content includes:
- The family’s values and goals for the business.
- Family governance bodies, such as a family assembly or family council, and how they relate to the general meeting and the board.
- Rules for family members joining the company: education, prior experience, pay.
- Share transfers: to whom shares can be sold or left, and with what pre-emption rights.
- A succession plan for both management and ownership.
- Dispute resolution between relatives.
It is voluntary and can be made public. There is no obligation to have one or to publish it. If the family wishes, the board can publish it on the company’s website, record its existence at the Commercial Register or file it with the annual accounts (articles 4 to 6 of the same Royal Decree).
To work, it must connect with the articles of association. The protocol binds those who sign it, but not the company. That is why the most important rules, such as restrictions on transferring shares, are usually also written into the articles, into a shareholders’ agreement and, where appropriate, into the shareholders’ wills, coordinated with their tax adviser.
It makes sense when the founder starts thinking about retiring, when the next generation joins, when some family shareholders do not work in the business, or when the first tensions appear. The earlier the better: it is far easier to agree in calm times than during a dispute or after a death.
When it makes sense
- Preparing the generational handover of management and ownership.
- Setting objective criteria for children and nephews or nieces joining the company.
- Keeping shares within the family despite unexpected sales or inheritances.
- Professionalising management with a board of directors or outside managers, under clear corporate governance rules.
- Resolving disagreements between family branches before they block the company.
What the engagement can include
- Interviews with the family members involved, to understand expectations and friction points.
- Review of the ownership, governance and situation of the company.
- Drafting the family protocol and, if wanted, family council rules.
- Amending the articles of association and the management body to give effect to what is agreed.
- A complementary shareholders’ agreement where needed.
- Coordination with your tax adviser and the notary on succession planning, in Spain and abroad where relevant.
- Publishing the protocol on the company website or at the Commercial Register, if the family so decides.
What the scope depends on
- The number of family members and branches involved.
- The starting level of agreement: formalising a consensus is very different from building one.
- Whether the articles, the management body or the group structure must change, for example with a family holding company or a corporate restructuring.
- The size and financial situation of the company.
Once we have studied the documents, we send you a quote tailored to your case.
How we work
- Initial contact. You tell us about your situation and send us the documents.
- Review of the documents and proposals. We study the company’s and the family’s documents and set out what kind of protocol makes sense, who needs to be involved and in what order.
- Quote and letter of engagement. We send you the quote and the letter of engagement in writing.
- Implementation and follow-up. We attend the family meetings, draft the protocol and the company documents that give it effect, and coordinate with your tax adviser or accountants (gestoría), the notaries and the registries: the Commercial Register and the Land Registry.
Who handles your matter
The protocol is handled directly by Sara González Domínguez, a practising lawyer (abogada) registered with the Málaga Bar Association (no. 8502), whose practice focuses on corporate architecture, holding companies and M&A transactions, always backed by the rest of the firm’s team.
Illustrative example: a food distribution company founded by a couple has three children; two work in it and one does not. Without rules, on the founders’ death the three would inherit equally and the child who does not work there would have the same say in decisions. A protocol, connected to the articles and to succession planning, can provide for the pay of those who work in the business, dividend policy and a right for siblings to buy each other’s shares.
Frequently asked questions
What does a family protocol contain?
It usually sets out the family’s values for the business, its family governance bodies, the rules for relatives working in the company, how shares are transferred, how the handover is prepared and how disputes are resolved. There is no compulsory content: it is tailored to each family and each company.
How is a family protocol prepared?
It starts with interviews with the family members involved to understand their expectations. We then review the company and its ownership, prepare a draft, discuss it at family meetings and, once there is agreement, it is signed. Finally, the articles of association and other documents are amended so that what has been agreed has real effect.
Is a family protocol compulsory, and does it have to be registered?
No, it is voluntary. If the family so decides, the management body can publish it on the company’s website, ask for its existence to be recorded at the Commercial Register or file a copy with the annual accounts, under Royal Decree 171/2007. Many families prefer to keep it private and to write into the articles of association only what is essential.
Is a family protocol legally binding in Spain?
It binds those who sign it, like any contract. But private agreements between shareholders cannot be enforced against the company under article 29 of the Spanish Companies Act (Ley de Sociedades de Capital). That is why the essential rules are also written into the articles of association, which do bind the company and future shareholders.
What happens to a family-owned company when the founder dies?
Their shares pass to their heirs under their will or, if there is none, under the applicable inheritance law, which for foreign nationals may depend on their nationality or residence. If the articles and the protocol say nothing, the heirs become shareholders even if they have no interest or experience in the business. That is why the handover is planned during the founder’s lifetime.
Are there tax advantages for family businesses in Spain?
Spanish tax rules provide favourable treatment for passing on a family business in certain conditions, which depend on specific requirements of shareholding, management roles and keeping the business going. They do not apply automatically and must be checked with your tax adviser before the handover is organised.