Business transfer (traspaso) in Valencia: A legal and practical guide

What is a business transfer (traspaso) and how does it work in Valencia?

A traspaso (transfer of a business lease and its assets) is the transfer of the commercial activity carried on in a premises — including fittings, clientele, licences and, in many cases, employees — from one owner to another, usually in rented premises. In Valencia, it is the most common way for bars, restaurants, shops and neighbourhood businesses to change hands without having to set up or sell a trading company.

Unlike a sale of shares (where the whole company is transferred with all its assets and liabilities), a traspaso transfers the activity and the elements linked to the premises, but not a legal entity. This makes it more flexible, quicker and, in general, simpler for smaller businesses. However, it has its own legal complexities that are worth knowing to avoid problems.

In the Valencian Community (Comunidad Valenciana) — and especially in the city of Valencia, with its strong hospitality and retail sector — the traspaso is an everyday transaction. Many bars, restaurants, cafés and shops change ownership through this route.

What is the difference between a traspaso and the sale of a company?

The fundamental difference is that a traspaso transfers the activity of a business in rented premises, whereas the sale of a company transfers the shares (participaciones sociales or acciones) of an entire trading company. They are legally distinct transactions, with very different tax, employment and contractual implications.

When is a traspaso better than a sale of the company?

A traspaso is more suitable when:

• The business operates as a self-employed person (autónomo) or sole trader (not as a company).
• The premises are rented and the lease is a key asset.
• It is a hospitality, retail or other neighbourhood business.
• The size of the transaction is moderate, typical of a small business.

A sale of shares is preferable when:

• The business operates as a company (SL or SA).
• There are significant assets inside the company (property, contracts, intellectual property).
• The size of the transaction justifies a full due diligence.

If you are thinking of selling your business and are not sure which route suits you, see our guide on how to sell a business.

What does the law say about the traspaso of business premises?

Article 32 of the Ley de Arrendamientos Urbanos (LAU, Urban Leases Act) regulates the assignment of the lease and the traspaso of business premises, and sets out the conditions under which the tenant can transfer their right to use the premises to a third party.

Key points of the LAU (art. 32)

• Landlord's consent: the tenant can assign or transfer the premises without the landlord's consent, unless the lease expressly prohibits it. The tenant must notify the landlord of the traspaso in a verifiable way (for example, by burofax — a certified letter with proof of content) within one month of its completion (art. 32 LAU).
• Right to a rent increase: if the lease is assigned, the landlord can raise the rent by 20%.
• Leases signed before 1995: "renta antigua" (old-rent) leases are subject to a special regime with greater restrictions.

Watch out for the lease clauses

In practice, many leases in Valencia include specific clauses on traspaso:

• Ban on traspaso without consent: although the LAU allows assignment, the lease can restrict it.
• Landlord's right of pre-emption (derecho de tanteo): the owner can match the buyer's offer.
• Share of the traspaso price: some leases give the landlord a percentage of the price.

Practical tip: before starting any traspaso negotiation, read your lease in full. It is the document that determines your real rights and obligations, and a clause that nobody has reviewed can make the transaction fall through.

What happens to employees in a business transfer?

Employees are automatically transferred to the new owner (subrogation) on the same employment terms they had, under Article 44 of the Estatuto de los Trabajadores (Workers' Statute), provided the traspaso transfers an economic entity that retains its identity, that is, an organised set of resources used to carry out an economic activity (art. 44.2 ET). In that case it is not optional: it is a legal obligation. It is advisable to confirm this with an employment or tax adviser.

Obligations of the new owner

• Keep the employment terms: salary, length of service, working hours, collective agreement.
• Joint and several liability: the transferor and the transferee are jointly and severally liable for employment obligations that arose before the transfer for 3 years.
• Inform the workers' representatives: before the transfer takes place, the legal representatives of the workers must be informed (or the employees directly if there is no representation).

Practical implications in Valencia

In Valencian hospitality, where staff turnover is high and temporary contracts are common, subrogation raises some practical questions:

• Check the payslips and contracts before completing the traspaso: if there are unpaid amounts, they can be claimed from you.
• Check the Social Security position: that contributions are up to date.
• Negotiate transparently: do not try to "dismiss staff before the traspaso" to avoid subrogation; the courts usually regard it as fraud.

Which licences and permits do you need to transfer in Valencia?

You need to transfer the activity (or opening) licence for the premises to the new owner, and in Valencia this involves a procedure with the Ayuntamiento (City Council) that varies depending on the type of activity. In hospitality, you will also need the health registration and, if there is a terrace, the authorisation to occupy the public highway.

Main licences

Change of licence holder vs. new licence

In many cases, a traspaso allows a simple change of holder of the existing licence, with no need to apply for a new licence. This is much quicker and cheaper, but it is only possible if:

• The activity does not change (same use).
• No works are carried out that alter the conditions of the premises.
• The existing licence is valid and in order.

If the activity changes or the licence is old and does not comply with current regulations, a new licence will have to be applied for — a longer process that can affect the timetable of the traspaso.

What are the steps to carry out a business transfer in Valencia?

The complete process of a traspaso in Valencia follows a logical sequence which, if well managed, is usually completed in a few months. These are the steps in chronological order, with an indicative timetable:

1. Preliminary agreement between the parties (week 1-2)

• Negotiation of the price and main terms.
• Signing of a pre-agreement or arras (a deposit agreement) (optional but advisable).
• Payment of a deposit (usually a small part of the price).

2. Review of the lease (week 1-2)

• Check that the lease allows the traspaso or assignment.
• Identify special clauses (right of pre-emption, rent increase, etc.).
• Notify the landlord if necessary.

3. Basic due diligence (week 2-4)

• Check that licences and permits are in force.
• Review the employment position of the employees (contracts, payslips, Social Security).
• Check for debts with suppliers, Hacienda (the Spanish Tax Agency) and Social Security.
• Inspection of the condition of the premises and fittings.

4. Negotiation with the landlord (week 2-4)

• Obtain the landlord's consent or non-objection.
• Negotiate the terms of the new lease (rent, duration, guarantees).
• Formalise the assignment of the lease or sign a new lease.

5. Formalising the traspaso (week 4-8)

• Drafting and signing of the traspaso agreement before a notary (advisable although not compulsory).
• Detailed inventory of the items transferred (furniture, machinery, stock).
• Payment of the price (less the deposit and arras).
• Foreign buyers: every foreigner, including EU citizens, needs an NIE (foreigner identification number) to buy a company or a business in Spain.

6. Administrative procedures (week 4-12)

• Change of holder of the activity licence at the Ayuntamiento.
• Registration of the new owner with Hacienda and Social Security.
• Transfer of utility contracts (electricity, water, gas, internet).
• Notification to employees and formal subrogation.

7. Start of the activity by the new owner

• Opening under the new ownership.
• Transition period (if the seller stays on to help hand over the clientele and know-how).

How much does a business transfer cost in Valencia?

The cost of a traspaso in Valencia depends on the sector, the location and the profitability of the business. In hospitality — a sector in which traspasos are very common — prices vary enormously depending on the area.

Differences by sector and area

Hospitality (bars, restaurants, cafés):

• Historic centre / Ruzafa / beach area: usually command the highest prices, because of the footfall and the demand for premises.
• Residential neighbourhoods: prices are normally more moderate.
• Towns in the metropolitan area: prices are generally lower than in the city.

Retail:

• Prime shopping areas (Colón, Jorge Juan): high prices, because of the visibility and customer footfall.
• Neighbourhoods and district centres: more moderate prices.

The price corresponds to the traspaso itself (the right to continue the activity in those premises), not including the monthly rent or subsequent investments.

If you have a hospitality or retail business in Valencia and are considering transferring it, see how we help you sell your business.

What do you actually pay for in a traspaso?

The traspaso price reflects:

• Right to the premises: location, size, terms of the lease.
• Licences: especially valuable if they are hard to obtain (terraces in saturated areas, hospitality licences in protected neighbourhoods).
• Clientele and goodwill: the established flow of customers.
• Fittings and equipment: industrial kitchen, furniture, decoration.
• Stock: stock of goods or raw materials.

What taxes are paid on a business transfer?

The main taxes that apply to a traspaso depend on whether the transferor is an individual (autónomo) or a company, and on whether the transaction is considered an autonomous economic unit.

If the seller is self-employed (autónomo)

• IRPF (personal income tax): the capital gain is taxed in the savings income base of IRPF, at a rate of between 19% and 30% (the latter from €300,000).
• IVA (VAT): if an autonomous economic unit is transferred (a going concern with all its elements), the transaction is not subject to VAT (art. 7.1 LIVA, the Spanish VAT Act). Otherwise, VAT at 21%.
• ITP (Impuesto sobre Transmisiones Patrimoniales, transfer tax): if the transaction is not subject to VAT and the seller is a business owner or professional, only the real estate included is subject to ITP (art. 7.5 of the consolidated ITPAJD Act). In the Valencian Community, real estate is taxed at 9% as a general rule (since 1 June 2026). It is advisable to confirm this with a tax adviser.

If the seller is a company

• Impuesto de Sociedades (corporate income tax): the capital gain is taxed under corporate income tax at the general rate (25%, art. 29 Ley 27/2014); smaller companies may apply reduced rates. It is advisable to confirm this with a tax adviser.
• IVA/ITP: the same rules as for the self-employed regarding non-subjection for the transfer of an economic unit.

Important: classification as an "autonomous economic unit" is key for tax purposes. Always consult a tax adviser before completing the transaction.

Frequently asked questions about business transfers (traspasos) in Valencia

Do I need the owner of the premises' permission to carry out a traspaso?

It depends on the lease. The LAU (art. 32) allows assignment without the landlord's consent unless the lease expressly prohibits it. However, the tenant must notify the landlord of the traspaso in a verifiable way (for example, by burofax) within one month of its completion (art. 32 LAU). In practice, it is highly advisable to have their cooperation to avoid later disputes.

How long does a business transfer take in Valencia?

A well-managed traspaso is usually completed in a few months, and is generally quicker than a sale of shares. The factor that most often lengthens the process is the licence procedure or the negotiation with the landlord.

Can I transfer a business that has debts?

You can transfer the activity, but the debts are not automatically passed on to the buyer, except employment and Social Security obligations through subrogation (art. 44 ET) and, in certain cases, tax debts arising from the activity (art. 42.1.c of the Ley General Tributaria, the General Tax Act). The buyer can limit this tax liability by asking Hacienda, with the seller's consent, for a certificate of debts (art. 175.2 LGT). It is advisable to confirm this with a tax adviser and to check the position before completing.

What happens if the landlord objects to the traspaso?

If the lease does not prohibit the traspaso, the landlord cannot legally object: they can only claim the 20% rent increase (art. 32 LAU) and, if the lease provides for it, exercise a right of pre-emption. If the lease prohibits it, the traspaso requires the landlord's consent, and without it you will not be able to formalise the transaction.

Is it compulsory to carry out the traspaso before a notary?

It is not compulsory, but it is highly advisable. The notarial deed gives the agreement public authenticity, protects both parties against future claims and makes the administrative procedures for the change of holder easier.

What happens to utility contracts (electricity, water, gas)?

Utility contracts are not transferred automatically. The new owner must request the change of holder from each utility company. It is a simple procedure, but it is best started before the day of the traspaso to avoid interruptions in service.

Can I transfer only part of the business?

Yes, it is possible to transfer part of the business (for example, a line of activity or a section of the premises), but the transaction is more complex and requires defining precisely which items are transferred and which are retained. It can also affect the tax classification of the transaction.

What happens if I discover hidden problems after the traspaso?

If the seller concealed relevant information (undisclosed debts, hidden defects in the fittings, problems with the licence), you can take legal action for breach of contract or defects of consent. That is why it is essential to carry out a minimum due diligence before completing and to include warranties and representations in the traspaso agreement.

Conclusion: the traspaso as an opportunity in Valencia

Valencia has a very active hospitality and retail sector, in which business traspasos are common. If you are thinking of acquiring a business that is up and running or of transferring your own, it is essential to know the legal framework, prepare the documentation and have proper advice.

If you want to sell your business in Valencia, find out how we can help you on our selling a business page. At Alcara Partners we advise on traspasos and business sales and acquisitions in the Valencian Community with a practical, results-oriented approach.

References

• Ley 29/1994, de 24 de noviembre, de Arrendamientos Urbanos (LAU) (Urban Leases Act). Article 32: assignment of the lease and subletting.
• Real Decreto Legislativo 2/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Estatuto de los Trabajadores (Royal Legislative Decree approving the consolidated text of the Workers' Statute). Article 44: business succession.
• Ley 37/1992, de 28 de diciembre, del Impuesto sobre el Valor Añadido (Value Added Tax Act). Article 7.1: transactions not subject to the tax.
• Real Decreto Legislativo 1/1993, de 24 de septiembre, por el que se aprueba el texto refundido de la Ley del Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados (Royal Legislative Decree approving the consolidated text of the Transfer Tax and Stamp Duty Act). Article 7.5.
• Ley 58/2003, de 17 de diciembre, General Tributaria (General Tax Act). Articles 42.1.c) and 175.2: liability of successors in business activities and certificate of debts.
• Ley 27/2014, de 27 de noviembre, del Impuesto sobre Sociedades (Corporate Income Tax Act). Article 29: tax rate.
• Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (Securities Markets and Investment Services Act). Article 338: exemption on the transfer of securities.
• Ajuntament de València (Valencia City Council). Licencias urbanísticas y de actividad: Cambio de titularidad del título habilitante para ejercer la actividad (Planning and activity licences: change of holder of the permit to carry on the activity). valencia.es
• Decreto 13/2025, de 28 de enero, del Consell, por el que se regula el Registro Sanitario de Establecimientos Alimentarios Menores de la Comunitat Valenciana (Decree of the Valencian Government regulating the health register of minor food establishments). DOGV, 30 January 2025.