Due Diligence Checklist for Hospitality Buyers in Spain

Due diligence is the unglamorous fortnight that decides whether your Spanish restaurant purchase becomes a great story or an expensive one. Nothing about it is complicated – it is a list, worked through methodically with a lawyer – yet it is precisely the step that impatient buyers compress, skip or delegate to the seller’s reassurances. In Spanish hospitality deals, where licences attach to premises, staff transfer by law and certain debts can follow the business, the list is not bureaucracy. It is the purchase.

Below is the checklist we run on brokered transactions, organised into seven blocks. Use it as your working document: every item should end as a verified fact, a price adjustment, a contractual warranty – or a reason to walk away.

Block 1: Licences and premises compliance

Activity/opening licence (or declaración responsable) obtained and verified directly at the town hall – valid, in force, matching the actual activity, category and floor area.
No open enforcement files (expedientes), sanctions or unresolved conditions on the licence; check noise-complaint history for bars and music venues.
Terrace licence: exists, current, paid, and matches the tables actually deployed; confirm fees and any planned municipal changes to terrace rules.
Music/late licence category confirmed where relevant, including limiter installations and acoustic certificates.
Works history: past refurbishments carried out with permits; unpermitted works identified and their legalisation cost estimated.
Technical installations certified: kitchen extraction, gas, electrical (boletín), fire safety and capacity (aforo) documentation.
For beach/concession venues: the concession document, remaining term, conditions and transferability reviewed first of all.

Block 2: The lease (for traspasos – the heart of the file)

Full signed lease and all annexes/amendments obtained; verify the landlord’s identity and title.
Remaining duration, renewal rights and termination provisions – map exactly how many secure years you are buying.
Rent, indexation mechanism, stepped increases and review clauses; model the rent over your whole horizon, not just year one.
Assignment/traspaso clause: is transfer permitted, is landlord consent required, and what rights (rent uplift, participation in the fee) does the landlord hold?
Deposit, additional guarantees, and who bears repairs, works and community fees.
Landlord meeting held and – ideally – updated terms or consent documented in writing before completion. A verbal “no problem” is not a document.

Block 3: Financial verification

Two to three years of annual accounts and tax filings, plus current-year management figures.
VAT returns (modelo 303) and, where applicable, corporate/personal income filings cross-checked against the claimed turnover.
POS (TPV) reports and merchant statements reconciled with the declared figures; supplier invoices sanity-checked against sales volumes.
Your own observation: covert visits across different days and dayparts, counting covers and average tickets. Numbers must survive contact with the pavement.
Undeclared takings valued at zero and treated as inherited tax risk, not upside.
A twelve-month cash-flow model built on verified figures with realistic low-season months – the document that tells you the working capital you truly need.

Block 4: Debts and liabilities that can follow the business

Certificate of being current with the tax agency (AEAT) – essential, because buyers of a business can be held liable for certain pre-existing tax debts.
Certificate of being current with social security (TGSS) – same logic for employer obligations.
Utilities, community-of-owners fees, terrace fees and municipal taxes checked as paid.
Supplier balances and any embargoes or litigation searched.
Contractual protection drafted around all of the above: seller warranties, retention of part of the price against surprises, and clear allocation of pre-completion liabilities.

Block 5: Staff – the inherited team

Complete staff list with contract types, hours, salaries, roles and seniority dates – employees transfer to you automatically (subrogación) with all accrued rights.
Social security filings (TC documents) reconciled with the list; anyone working “off the books” is a liability, not a saving.
Statutory severance exposure calculated for the inherited seniority – it belongs in your risk picture and, where heavy, in the price.
Applicable collective agreement (convenio de hostelería) identified, with its wage tables and conditions.
Pending claims, disciplinary processes or leaves reviewed; key-person risk assessed (does the trade leave with the chef?).

Block 6: Assets, contracts and what you actually receive

Written inventory of equipment, furniture and fittings annexed to the contract, with condition noted.
Ownership verified: leased or financed equipment (coffee machines, dishwashers, beer installations, TVs, POS) identified with their contracts, tie-ins and buyout terms.
Brewery/supplier exclusivity agreements disclosed in full – volumes, duration, penalties.
Stock counted and valued at handover with an agreed method.
Intangibles transferred explicitly: trading name, social media accounts, delivery-platform profiles (and their ratings), phone number, domain and booking-platform listings. In 2026, the Google profile is part of the goodwill.
Ongoing contracts (alarm, music licensing, card terminals, maintenance) listed with terms, so you choose what to keep.

Block 7: Structure, contract and completion mechanics

Deal structure confirmed with tax advice – asset traspaso vs S.L. share purchase – and the price allocation drafted accordingly (see our costs and taxes guide).
For share deals: due diligence extended to the company’s full history – accounts, filings, contracts, litigation.
Conditions precedent written into the contract: licence verification, landlord consent, clean debt certificates.
Payment mechanics: traceable transfers, deposit handling, any retention/escrow against warranties.
Completion choreography: licence change of ownership (cambio de titularidad), utilities and contracts transferred, staff formally notified, keys, codes and inventory handed over.
Post-completion support agreed: a handover period with the seller, and non-competition undertakings where the concept depends on them.

How long does it take, and what does it cost?

A disciplined due diligence on a standard traspaso takes two to four weeks and costs the price of your lawyer plus, occasionally, a technical report – typically well under 3% of the purchase price all-in. Set the rhythm at the start: a document request list to the seller on day one, town-hall verifications in week one, financial reconciliation in week two, and contract drafting in parallel. Sellers with nothing to hide move quickly; sellers who stall on the AEAT certificate or the lease are telling you something. Listen. The deals you decline on due diligence are the cheapest deals you will ever do – and the ones that pass emerge stronger, because every verified fact becomes negotiating clarity and contractual protection on the way to completion.

Frequently Asked Questions (FAQ)

What is due diligence when buying a restaurant in Spain?

It is the structured verification, before completion, of everything you are buying: licences checked at the town hall, the lease reviewed clause by clause, turnover reconciled against tax filings and POS data, debt certificates obtained from AEAT and social security, staff contracts and seniority confirmed, and equipment ownership documented. Each finding becomes a verified fact, a price adjustment or a contractual warranty.

How long does due diligence take on a Spanish bar or restaurant purchase?

Typically two to four weeks for a standard traspaso, run in parallel with contract drafting: document requests on day one, town-hall licence verification in week one, financial and debt checks in week two. Share (S.L.) purchases and freeholds take longer because the company history or property title adds workstreams. Sellers who stall on basic certificates are themselves a finding.

Can I inherit debts when buying a business in Spain?

Certain pre-existing liabilities can follow a business to its buyer – notably tax and social security obligations connected to the activity – which is why current certificates from AEAT and TGSS are non-negotiable, and why contracts include seller warranties and often a retention against surprises. In share deals you acquire the company’s entire history, so the diligence goes deeper still.

Do employees transfer when a Spanish restaurant is sold?

Yes, automatically. Under Spanish employment law (subrogación), staff transfer with their contracts, salaries and accrued seniority intact, and the buyer stands as employer from completion. Due diligence must therefore reconcile the staff list with social security filings, identify any informal workers, and quantify the statutory severance exposure the inherited seniority represents.

What documents should I request from the seller of a restaurant in Spain?

As a core pack: the activity and terrace licences, the full signed lease with annexes, two to three years of accounts and VAT returns, current AEAT and TGSS certificates, the complete staff list with contracts and social security records, an equipment inventory with any finance or brewery agreements, and details of ongoing contracts. Verification then tests each document against the official source.

Is a lawyer necessary for due diligence in Spain?

In practice, yes – and it must be your own independent lawyer, not one shared with the seller. Licence verification at the town hall, debt certificates, lease analysis and contract drafting with warranties are legal work, and the total cost (typically around 1% of the price) is trivial against the risks it removes. A specialist broker coordinates the process; the lawyer executes it.

Thinking about buying or selling a restaurant in Spain?

Every transaction Restaurant Broker Spain manages runs through structured due diligence with local legal specialists – licences verified at the town hall, debts certified, leases reviewed clause by clause – before a euro changes hands. Buying anywhere on the Costa del Sol or beyond? Call +34 633 164 936 or email info@restaurantbrokerspain.com and put our checklist to work on your deal.

Due Diligence Checklist for Hospitality Buyers – Verify Everything Before You Pay