Spanish Company Sold to New Owner — Who Owes the Old Invoice

A foreign supplier who learns that the Spanish counterparty has been sold, merged, restructured, or absorbed into another corporate group typically gets two reactions in sequence: first relief that someone bigger now sits on the other side of the invoice, then anxiety that the new owner will deny having inherited anything. The Spanish framework is more creditor-protective than the call usually suggests. Whether the EUR 240,000 outstanding moves to the buyer, stays with an empty shell, or fragments across two companies depends on the structure of the transaction, not on what either party wants the answer to be. This page is the decision point — what to look at, what to file, and which party to chase, when the Spanish company on your invoice is no longer quite the same Spanish company.

What Spanish corporate law actually transfers with the sale

Spanish corporate restructuring runs through the Ley de Modificaciones Estructurales (Ley 3/2009, recently consolidated by Real Decreto-ley 5/2023) and the Ley de Sociedades de Capital (Real Decreto Legislativo 1/2010). Article 39 LME establishes that a merger transfers all assets and all liabilities of the absorbed company to the absorbing entity by universal succession, automatically and without requiring creditor consent. Article 44 LME adds that creditors of the absorbed company retain the right to oppose the merger within one month of publication in the BORME if their credit was not yet due, with the absorbing company required to provide adequate guarantees if opposition is well-founded. The same logic applies in spin-offs (escisión), Article 73 et seq, where a portion of liabilities follows a portion of the assets to the new vehicle.

An asset purchase is a different beast. Where the buyer acquires individual assets rather than the whole undertaking, Article 1205 of the Civil Code says the original debtor remains liable unless the creditor consents to the substitution. But if the buyer takes over a business unit as a going concern (rama de actividad), Spanish jurisprudence has consistently held that commercial debts attached to that unit follow the asset, drawing on the Article 44 Estatuto de los Trabajadores transfer-of-undertaking doctrine and extending it to commercial creditors when the economic continuity is unmistakable. The Tribunal Supremo's STS 873/2017 line is the reference. The new owner who tells you the debt stayed with the seller is not always wrong, but is rarely automatically right.

Share sale versus asset sale — why this distinction decides everything

A share sale leaves the Spanish company itself untouched. The CIF stays the same, the registered office stays the same, the contracts stay in force, and the debt on your invoice stays exactly where it was. The shareholders changed, but your counterparty did not. This is by far the most creditor-friendly scenario, even when the new shareholders are perceived as more aggressive negotiators. The monitorio, the burofax, the bank attachment all proceed against the same legal person on the same documentary chain. The new shareholders may try to renegotiate downward, but they cannot deny the obligation.

An asset sale is the exposure scenario. The seller's company becomes a shell that may already be heading for voluntary dissolution or, worse, towards a concurso de acreedores under TRLC RDL 1/2020. Crucially, when a Spanish company sells its operating business as a going concern and then dissolves, the buyer who acquired the business unit can be co-liable for commercial creditors of that unit, regardless of what the share-purchase agreement says inter partes. That contractual allocation binds the parties to it, but does not bind the creditor. The creditor sues both the seller (now empty) and the buyer (now operational), and the court allocates. This is structurally similar to the doctrine described in our piece on the concurso de acreedores, where the asset versus liability map drives the recovery rate.

Successor scenarios mapped — what the new owner usually owes

The doctrine that does the heavy lifting when the corporate change looks designed to evade the debt is levantamiento del velo, the Spanish equivalent of veil piercing. Spanish courts use it where the new entity is a sham, where there is identity of shareholders and management with the dissolved one, where the asset transfer was at undervalue, or where the timing of the operation tracks the rise of the unpaid invoices too closely to be coincidence. The Tribunal Supremo line is restrictive but consistent — abuse of corporate form is the trigger, not mere continuity. A creditor who can build the file with registry evidence, comparative balance sheets, and pre- and post-transaction operational continuity has a real route to the new owner's assets.

If the Spanish debtor was sold to a new owner six months ago, can we still recover from the buyer?

Usually yes, with the answer dictated by the structure of that sale. If the operation was a merger or spin-off recorded in the Registro Mercantil, the absorbing or beneficiary company inherits the liability by universal succession under Article 39 or Article 73 LME and is the proper defendant on the file. If the operation was a share sale, the company itself never changed and the creditor proceeds against the same legal person as before. If the operation was an asset purchase that took the operating business as a going concern, Spanish jurisprudence (STS 873/2017 and successor cases) supports co-liability of the buyer for commercial debts attached to the transferred unit. Cherry-pick asset sales that leave the debt with an emptied shell can still be challenged through the levantamiento del velo doctrine where continuity is demonstrable. The five-year limitation under Article 1964 CC continues to run from the original due date regardless of the corporate change, so timing remains the discipline.