Who we help
- Founders of a Spanish private limited company (Sociedad Limitada, SL) who want to record how decisions, work and profits are shared.
- Foreign investors and new partners joining a company in Spain, who need their rights agreed before they invest.
- Family-owned companies where ownership is starting to pass between relatives or generations.
- Minority and majority shareholders who want protection in the event of a sale, a deadlock or another shareholder leaving.
- Directors who need to know which agreements bind them and which do not, as part of the company’s corporate governance.
When it makes sense
- When the company is set up, while there is still trust and agreement is easy.
- Before a new shareholder or investor comes in. The agreement is usually negotiated alongside the term sheet, which records the basic terms of the investment (new investors and partners).
- When a shareholder wants to leave, or to plan for retirement, death or someone ceasing to work in the business.
- In a family-owned company, as a complement to the family protocol (sometimes called a family constitution), which governs the relationship between the family, the ownership and the management.
- When a disagreement could turn into a deadlock, and a way of resolving it needs to be agreed before it escalates.
What the engagement can include
- Initial review: current articles of association, how the share capital is divided, each shareholder’s role and the company’s short and medium-term plans.
- Drafting or reviewing the agreement, with the clauses your company actually needs:
- Decision-making rules and reinforced majorities for important matters.
- Pre-emption rights and rules on transferring shares.
- Tag along: if the majority shareholder sells, minority shareholders can sell on the same terms.
- Drag along: if there is an offer for the whole company, the majority can require the minority to sell on the same terms.
- Vesting: a working shareholder’s shares are earned progressively over time. This is common in start-ups.
- Lock-up, commitment and non-compete obligations between shareholders.
- A valuation formula for share purchases between shareholders.
- Deadlock-resolution mechanisms and dividend policy.
- Alignment with the articles of association: what should be moved into the articles so that it also binds the company, and what can stay in the private agreement.
- Negotiation with the other shareholders or the investor, where needed.
What the scope depends on
An agreement between two founders is a very different piece of work from one involving an investment fund or several generations of a family. The scope mainly depends on:
- The number of shareholders and whether they already agree or terms need to be negotiated.
- The type of company: family-owned, start-up, investor-backed or holding company.
- Whether the articles of association must be amended at the same time. In Spain this requires a resolution of the general meeting and a public deed signed before a notary.
- Whether the agreement accompanies a specific transaction, such as a capital increase or a business sale, and the time available.
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 review the articles of association and the company’s documents and tell you whether a shareholders’ agreement is the right tool or another one is better, and which issues it must settle.
- Quote and letter of engagement. We send you the quote and the letter of engagement in writing.
- Implementation and follow-up. We prepare the draft, refine it with you and the other shareholders, coordinate any changes to the articles of association, and coordinate with your tax adviser or accountants (gestoría), the notaries and the Commercial Register.
Who handles your matter
Your shareholders’ agreement 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.
Where the agreement has tax consequences, for example on an investment or a future sale, we coordinate with your tax adviser in Spain or in your home country, so that the legal and tax structures point in the same direction.
Illustrative example: two partners set up a company 50/50. One provides the capital and the other works in the business full time. Without a shareholders’ agreement, if the working partner leaves after six months, they keep their 50% and any major decision may be blocked. An agreement with vesting and a deadlock mechanism deals with that situation from day one.
Frequently asked questions
What is the purpose of a shareholders’ agreement?
It sets the rules between the owners of a company on matters the articles of association do not cover, or that the owners prefer to keep private: who decides what, how shares can be sold, how they are valued and what happens if the shareholders fall out. Under Spanish law it binds those who sign it. Anything that must also bind the company is usually written into the articles.
Is a shareholders’ agreement legally required in Spain?
No. Spanish law does not require one. It is strongly advisable when there is more than one shareholder, when an investor comes in, or when ownership is shared within a family. Without one, only the articles of association and the law apply, and neither deals with matters such as each shareholder’s commitment or how their shares are valued if they leave.
Can I write my own shareholders’ agreement or use a template?
You can, but a template does not know your company. Drag-along, lock-up or valuation clauses work very differently depending on how the share capital is split and what role each shareholder has. A poorly adapted clause can block the very transaction it was meant to make easier. Under the Spanish Companies Act (Ley de Sociedades de Capital, article 29), private agreements between shareholders cannot be enforced against the company, so it matters what goes into each document.
How much does a shareholders’ agreement cost?
There is no standard price. It depends on the number of shareholders, whether terms need to be negotiated, and whether the articles of association must be amended at the same time. Once we have studied the documents, we send you a written quote tailored to your case.
What happens if a shareholder wants to leave the company?
It depends on the articles of association and the agreement. Spanish law only gives a statutory right to withdraw in specific cases, such as a substantial change to the company’s business or, from the fifth financial year, a failure to distribute a minimum level of dividends (articles 346 and 348 bis of the Spanish Companies Act). In other cases, a shareholder usually leaves by selling their shares, which is why it pays to agree in advance how they are valued and who may buy them.
Can a shareholder be expelled from a Spanish limited company?
Only in specific cases. The law allows a company to expel, for example, a shareholder-director who breaches the prohibition on competing with the company, or a shareholder who fails to perform their ancillary obligations (article 350 of the Spanish Companies Act). Other grounds can be added to the articles of association, but this requires the consent of all the shareholders (article 351). It is much simpler to provide for these situations in the shareholders’ agreement before they arise.
What is the difference between tag along and drag along?
Tag along protects minority shareholders: if the majority shareholder sells, they can sell on the same terms. Drag along protects the majority: if there is an offer for the whole company, the majority can require the minority to sell so the deal can go ahead. The two are usually agreed together, with a minimum price condition.