Buying an Insolvent Company in Spain: A Concurso de Acreedores Guide

You do not buy a Spanish company in insolvency the way you buy shares in a healthy one. You buy a unidad productiva — a productive unit: the assets, contracts, stock and usually the workforce needed to keep a specific activity running, sold as a going concern instead of being liquidated piece by piece. If you are still choosing a market, the cross-border acquisition guide compares Spain with the other European regimes.

The consolidated insolvency act — the Texto Refundido de la Ley Concursal (TRLC) — has a dedicated section on these sales, articles 215 to 224, and it exists for exactly this purpose: to keep a viable business alive under a new owner rather than breaking it up. It is the route almost every real buyer takes.

A unit can be sold at different points in the proceeding: during the initial fase común, as part of a creditors' agreement (convenio), or in the fase de liquidación, where the court-appointed administrador concursal actively runs a sale process and most outside acquisitions happen.

The 2022 reform of Spanish insolvency law added articles 224 bis to 224 septies to the TRLC. They let a debtor file for insolvency together with a binding offer for a productive unit, or ask the court, before filing, to appoint an expert who gathers offers for the unit — so the sale is largely prepared before the case becomes public.

For a buyer this cuts both ways. It compresses the time between visible distress and a signed deal from months to weeks. It also means the best Spanish targets increasingly never appear as a long public case: by the time the insolvency is published, a pre-negotiated sale may already be before the court. As in the UK, sourcing has to start earlier than the filing.

The general rule is in article 224 TRLC: acquiring a productive unit does not carry an obligation to pay the insolvent company's unpaid prior debts. You buy the operating business, not its balance sheet — which is what makes a distressed Spanish target buyable for someone with no relationship to its creditors, and the reason unit sales dominate.

The same article names the exceptions, and they are where the price is decided. Debts you expressly assume travel with the unit, as do debts a specific statutory rule attaches to it. And where the sale amounts to a succession of enterprise under article 44 of the Workers' Statute (Estatuto de los Trabajadores) — which is usually the case when the workforce transfers with the unit — employment and social-security obligations follow the business. Since the 2022 reform, only the insolvency judge can declare whether a succession of enterprise exists.

In practice: assume that if the employees come with the unit, so do obligations towards them, and price that before you bid. This is the part of Spanish distressed M&A where you need a lawyer, not a guide.

The Registro Público Concursal (publicidadconcursal.es), run by the Colegio de Registradores (the Spanish college of property and mercantile registrars), is the official public register of insolvency proceedings: declarations, court rulings and out-of-court arrangements, searchable nationally and free of charge.

The BORME (Boletín Oficial del Registro Mercantil), published by the state gazette agency, carries the declaration of insolvency as a registered act against the company's entry in the mercantile register — with the register sheet, the court and the procedure. It is published daily as open data, and it is the source Emptera reads for Spain: every Spanish case on emptera.com/es is built from BORME, with the BOE's reuse attribution on the page.

The administrador concursal is your counterparty once a case is open. Contact details are in the court's documents; a short, well-prepared approach — who you are, which unit, proof of funds — is usually faster than waiting for a formal call for offers. The commercial court (de lo mercantil) handling the case is where procedural status and the final approval of the sale sit.

1. Establish the phase. Fase común, convenio or liquidación decides who controls the sale timetable and whose consent you need.

2. Ask whether a unit sale is already proposed. Under the pre-pack rules it may be much further along than the public record suggests.

3. Get the perimeter in writing. Which assets, which contracts, which employees are inside the unit. The debt rule protects only what is defined as the unit.

4. Price the labour exposure. Take advice on article 44 of the Workers' Statute before you sign, especially if headcount transfers.

5. Expect competition and a court decision. The administrator's duty is to the creditors, competing offers are normal, and the sale is only final once the court authorises it.

The name changes in every jurisdiction; the shape is similar. In Germany the Insolvenzverwalter runs an übertragende Sanierung — an asset deal out of the estate. In France the court picks a plan de cession offer (see the France guide). In Spain the administrador concursal sells a unidad productiva under articles 215 to 224 TRLC.

The paperwork, the timetables and above all the rules on what the buyer inherits differ in each, which is why cross-border buyers default to the one market they know and skip the rest. Reading all three the same way — company, procedure, stage, court — is what makes the others approachable.