Structuring, restructuring and reorganization of companies


Discover how to legally restructure your business operations in Spain. Our commercial and corporate law firm provides expert legal guidance.

Structuring of companies in Spain

Company restructuring or ‘reestructuración de empresas’ in Spanish refers to significantly changing a firm’s operations, management, ownership or finances to improve performance and profitability. It aims to revitalise the business.


Restructuring typically involves methods like mergers, spin-offs, strategic partnerships, divestitures and leadership changes. Each approach has its own legal implications in Spain.


Mergers and acquisitions require navigating complex regulations around valuation, filings, taxes, and integration. Spin-offs necessitate structuring a new legal entity, transferring assets, and securing approvals.


Partnerships demand aligning stakeholder interests and formalising agreements. Divestitures involve assessing anti-trust concerns, while leadership changes require adjustments to corporate governance procedures.


At our firm, our seasoned Spanish corporate lawyers have guided numerous restructuring transactions. We help craft the optimal strategy and execute it through completion, ensuring legal compliance every step of the way.


From due diligence to contract drafting to liaising with regulators, we offer comprehensive legal support on reorganising your company structure and operations in Spain. Get in touch to explore your restructuring options.

Reorganization of Companies in Spain

Beyond traditional methods like mergers, acquisitions and spin-offs, companies may pursue other forms of reorganization to revitalize the business.


Strategic partnerships involve forming joint ventures, strategic alliances or consortiums with other firms to share resources, capabilities and access to new markets. This can expand capabilities without a formal merger.


Financial restructuring focuses on changing the capital structure and ownership through measures like debt-to-equity swaps, issuing new shares, or bringing in private equity investors. This provides new financing options.


Downsizing streamlines operations by selling non-core assets, eliminating business units or positions, and outsourcing functions. This controls costs and focuses on core operations.


Leadership change brings in new senior management and board members to provide fresh perspectives and expertise. New leaders can catalyze a turnaround.


Relocation shifts business operations to lower-cost locations domestically or overseas to reduce operating expenses. Companies carefully weigh benefits against risks.


Business model change involves pivoting to a new model such as shifting from products to services. This opens up new opportunities and revenue streams.

As corporate lawyers in Spain, we provide comprehensive legal support on all forms of company reorganization tailored to your objectives. Contact us to discuss reorganizing your Spanish business.

Financial restructuring of companies in Spain

Financial restructuring involves making major changes to a company’s capital structure and ownership. This aims to strengthen the financial position and performance of the business.


Common financial restructuring methods include debt-to-equity conversions, issuing new shares, bringing in private equity investors, share buybacks, divestures and bond exchanges.


Debt-to-equity swaps convert debt into shares to reduce interest costs and provide creditors an ownership stake. This improves the debt-to-equity ratio.


Issuing new shares raises fresh capital from new or existing investors to fund growth plans or acquisitions. Shareholder approval is required.


Private equity firms take controlling stakes in underperforming companies and restructure operations to drive value. This provides turnaround capital.


Share buybacks repurchase stock to reduce the share count and boost earnings per share. This rewards remaining shareholders.


Divestures sell non-core assets to focus on the core business. Proceeds can pay down debt or fund investments.


Bond exchanges swap existing bonds for new ones with better terms to lower debt servicing costs. Investors take haircuts.

Types of corporate restructuring

Some key methods for reorganising companies include:

Mergers and Acquisitions: Combining with or acquiring other firms.

Spin-Offs: Creating a new independent entity from a business unit.

Financial Restructuring: Changing capital structure and ownership.

Management Restructuring: Installing new leadership and strategies.

Why Restructure a Company?

Typical motivations for restructuring a company include gaining synergies, focusing operations, accessing capital, and reviving performance.


Merging companies can help pool financial resources, capabilities, and expertise between the entities. This synergy creates economies of scale and expanded capabilities.


Spinning off business units into new independent entities lets each unit specialize and operate more efficiently. Separating disparate operations brings strategic focus.


Changing a company’s ownership structure can bring in fresh financing from new investors to fund growth plans or acquisitions. New capital can reenergize the business.


Installing new leadership and strategic vision can help turn around struggling firms by renewing focus and accountability. A new management team brings fresh perspective.


Reviving performance, accessing capital, gaining synergies and focusing operations are common motivations for restructuring through mergers, spin-offs, ownership changes and leadership changes. The right restructuring can unlock tremendous value.


How our corporate lawyers can help


As experienced Spanish commercial and corporate lawyers, we guide clients through every stage of legally restructuring their companies. Our services include:

Advising on restructuring strategies and options

Leading due diligence and valuation

Drafting terms sheets, shareholder agreements and contracts

Navigating laws and securing regulatory approvals

Facilitating post-merger integration and spin-offs

Ensuring tax efficiency throughout the process

Restructure your Spanish business legally and efficiently. Contact our expert legal team today.