What documents do I need to sell my business? A complete checklist

Selling a business means putting all your documentation on the table — and it is common for SME owners not to have everything in order when they decide to sell. This delays the process, makes the buyer distrustful and, in the worst case, sinks the deal.

In this article we give you the complete checklist of documents you need to have ready before starting the sale process. Organise it in good time: ideally, start gathering documentation at least 6 months before putting your business on the market.

What corporate documentation do I need?

Corporate documentation proves the legal existence of your company, its structure and who has decision-making power. It is the first thing any buyer or their adviser will ask for.

• Deed of incorporation (escritura de constitución) and current articles of association
• Amendments to the articles of association (if any: capital increases, changes to the corporate purpose, transfer of the registered office)
• Minute book of the General Meeting and the governing body (at least the last 3-5 years)
• Up-to-date certificate from the Registro Mercantil (Commercial Registry)
• Current notarial powers of attorney — who can sign on behalf of the company
• Corporate structure: if there are investees, subsidiaries or related companies, a clear organisation chart with ownership percentages
• Up-to-date register of shareholders/members
• Shareholders' agreements (if any)

Practical tip: Many SMEs still have their original articles of association, never updated. If your corporate purpose does not reflect what the company actually does, update it before selling. It costs little and avoids problems.

What financial documentation should I prepare?

Financial documentation is the heart of any due diligence. The buyer wants to understand how much the business earns, how much it owes and how much it is worth. Prepare it rigorously, because it will be scrutinised in detail.

• Annual accounts filed for the last 3 financial years (balance sheet, profit and loss account, notes)
• Audit reports (if the company is required to have them or has them voluntarily)
• Monthly balance sheets and income statements for the current financial year
• Corporate Income Tax (Impuesto sobre Sociedades) returns for the last 4 financial years
• Quarterly VAT returns (Form 303 and the annual summary, Form 390)
• Breakdown of financial debt: bank loans, credit lines, leasing, renting, credit facilities
• Ageing of customer and supplier balances
• Valued inventory of stock (if applicable)
• Financial projections or the budget for the current year
• Breakdown of the owner's personal expenses channelled through the company (vehicle, phone, insurance, travel) — these are used to normalise EBITDA

For a complete guide to what the buyer looks for in this documentation, read our article on due diligence in business sales and acquisitions.

Which contracts do I need to gather?

Contracts reveal the obligations and rights the buyer will inherit. Every contract that is material to the business must be located and reviewed.

• Contracts with main customers (especially if there is exclusivity, committed volume or penalties)
• Contracts with key suppliers
• Lease of the premises/warehouse/office — term, renewal conditions, assignment or subrogation clauses
• Franchise or licence agreements (if applicable)
• Distribution or agency agreements
• Financing agreements with banks
• Leasing and renting agreements
• Current confidentiality or non-compete agreements

Critical point: The lease is one of the contracts that causes the most problems in SME deals. If your business depends on a specific location (hospitality, retail, a workshop), check that the lease allows assignment or a change of tenant without losing the conditions. If it does not, negotiate it with the landlord before putting the business up for sale.

What employment documentation is needed?

Employment is a frequent source of surprises in due diligence. A prudent buyer will review the workforce situation thoroughly.

• Employment contracts of all current employees
• Payslips for the last 12 months
• RLC and RNT (Recibo de Liquidación de Cotizaciones and Relación Nominal de Trabajadores — the Social Security contribution settlement receipt and the nominal list of workers, formerly TC1 and TC2) for the last 12 months
• Applicable collective agreement (convenio colectivo)
• Organisation chart with positions, length of service and special conditions
• Certificate of being up to date with Social Security (Seguridad Social)
• Labour inspection reports (if there have been any)
• Agreements with workers' representatives (if there is a works council)
• Employment litigation pending or resolved in the last 2 years

Which tax documents should I have up to date?

A clean tax position is an essential condition. Any undeclared tax contingency can break a deal.

• Certificate of being up to date with the Spanish Tax Agency (Agencia Tributaria)
• Certificate of being up to date with Social Security
• Corporate Income Tax returns (last 4 financial years)
• VAT returns, quarterly and annual (last 4 financial years)
• Withholding tax returns (Form 111 — payroll, Form 115 — rents)
• Annual summaries and informative returns (Forms 190, 180 and 347; and Form 349 if there are intra-EU transactions)
• Tax inspection reports from the tax authorities (Hacienda), if there have been any
• Tax losses carried forward pending offset
• Tax benefits applied (R&D deductions, regional incentives, etc.)

What operational documentation will I be asked for?

Operational documentation shows that the business can operate legally and with continuity.

• Current activity and opening licences
• Sector-specific permits (health, environmental, transport, installations)
• Industrial or health registrations (if applicable)
• Quality certifications (ISO, etc.)
• Current insurance policies (civil liability, multi-risk, vehicles, etc.)
• Title deeds or land registry extracts for property (if any)
• Intellectual property certificates — trademarks, patents, web domains
• Maintenance contracts for equipment and installations
• Fixed asset register with valuation and condition

How do I organise all this documentation?

The best way is to create a virtual data room: a shared cloud folder (Google Drive, Dropbox, OneDrive) with a clear structure by category. This makes the process more professional and speeds up due diligence enormously.

Recommended structure:

1. Corporate
2. Financial
3. Contractual
4. Employment
5. Tax
6. Operational / Licences
7. Assets

Name each file descriptively (for example: "Annual_accounts_2024_filed.pdf", not "final_document_v3.pdf") and make sure everything is up to date.

If you would like us to guide you through this process, start your sale process with Alcara Partners. We help you prepare the documentation, identify the gaps and have everything ready before the buyer comes on the scene.

Frequently asked questions

How long does it take to prepare all the documentation?

It depends on how organised your business is. If your accounts are up to date and you know where your contracts are, it can be quick. If documentation is missing or out of date, you will need more time.

What happens if a document is missing?

It depends which one. A certificate you can request within a few days is not a problem. Annual accounts not filed for 3 financial years are — it creates distrust and has legal consequences: the company's entry in the Registro Mercantil is closed to new filings and fines are possible (arts. 282 and 283 of the Ley de Sociedades de Capital, the Spanish Companies Act; it is advisable to confirm this with a legal adviser). Regularise before selling.

Will the buyer see all my financial information?

Yes, but in a controlled way. First a confidentiality agreement (NDA) is signed. Then the information is shared in phases: first an executive summary (the sale memorandum), then the full documentation only to qualified buyers who have submitted an indicative offer.

Do I need to have my accounts audited before selling?

It is not compulsory unless your company exceeds the legal audit thresholds (art. 263 of the Ley de Sociedades de Capital; it is advisable to confirm this with a legal adviser). But if the figures you present are not externally verified, the buyer will apply larger risk discounts. A voluntary audit — or at least a limited financial review — can be a worthwhile investment.

Which specific documents do I need if I am selling a hospitality business?

In addition to all of the above: the activity licence for the premises, the terrace licence (if applicable), health registration, proof of the staff's food hygiene training (the former food handler's card ceased to be compulsory with Real Decreto 109/2010, a Royal Decree), the lease of the premises with assignment clauses, and a music and entertainment licence if applicable.

What if my company has an open lawsuit?

It does not prevent the sale, but you must disclose it. The buyer will treat it as a contingent liability and will probably ask for part of the price to be withheld or for a specific indemnity clause in the sale and purchase agreement.

Can I sell without having perfect documentation?

You can, yes. But every missing or outdated document is an argument for the buyer to lower the price or drag out the process. Complete, well-organised documentation conveys seriousness and makes a quick completion easier.

When should I start preparing the documentation?

Ideally, 6 months before putting the business on the market. This gives you time to regularise the accounts, update contracts, request certificates and resolve any issues without the pressure of a buyer waiting.

Take the first step

If you are thinking of selling your business, the first step is to make sure your documentation is in order. Contact Alcara Partners and we will help you prepare your business for sale with a structured, confidential process.

References

1. Ley de Sociedades de Capital (Spanish Companies Act), Real Decreto Legislativo 1/2010 — Documentary obligations of commercial companies; audit (art. 263) and filing of accounts (arts. 279, 282 and 283).
2. Tesorería General de la Seguridad Social (General Treasury of Social Security) — Direct Settlement System (Sistema de Liquidación Directa): Recibo de Liquidación de Cotizaciones (RLC) and Relación Nominal de Trabajadores (RNT).
3. Real Decreto 109/2010, de 5 de febrero (Royal Decree on food handlers) (BOE, 2010) — Repeals Real Decreto 202/2000 on food handlers.