Legal Due Diligence in Spain
Prepare your Spanish startup for investor review, or review a Spanish target before investing or acquiring — with legal due diligence built around the deal.
Let's prepare your due diligenceWhat legal due diligence decides
Before investing, buying or signing a significant deal, the other side wants to know what actually stands behind the company: who owns what, which contracts are in force, what tax or data-protection risk exists, and whether the product's IP genuinely belongs to the company. That review is legal due diligence, and its outcome influences price, the warranties requested and, ultimately, whether the deal goes ahead.
A startup that arrives organised does not avoid findings turning up, but it does avoid losing time, credibility and negotiating leverage fixing on the fly what could have been sorted out beforehand.
Two situations, two services
You prepare yours: getting in order before you are reviewed
If you are raising an investment round, selling shares, or entering an M&A process, we review your situation before the other side does: we identify findings, prioritise what to fix, and build the data room. This is sell-side work.
You review someone else's: knowing what you are buying or funding
If you are an investor or a buyer, we review the target startup: its corporate documentation, contracts, IP, data protection and tax position, so you know what risk you are taking on before you sign. This is buy-side work, coordinated with whoever is leading the deal's negotiation.
What we review
Corporate and cap table
Bylaws, deeds, the shareholders' register, the current shareholders agreement and its consistency with the real cap table, including convertible notes or participating loans pending conversion and any incentive plan in place.
Contracts and customers
Contracts with key customers and vendors, their validity and termination terms, and how consistent they are with what the company says it sells. If the business is a SaaS, this connects directly to your SaaS contracts.
Intellectual property
Whether the software and other developments are actually assigned to the company — not just sitting with a founder or an external collaborator — and whether the brand is properly protected. Our intellectual property service covers the underlying registration and assignment work.
Data protection
Whether GDPR compliance is real or just a pasted-in text no one has reviewed, and whether data processing agreements are in place where they should be.
Tax and financing
Consistency of the company's tax position, poorly documented related-party transactions, and how prior rounds, convertible notes or loans have actually been instrumented.
Team and contractors, where relevant
Whether the people who built the product are engaged with the right kind of arrangement (employment or contractor, depending on the case) and whether that is properly documented — without closing labour-law conclusions here that depend on each specific relationship.
Findings that often slow a deal
Without assuming any of these apply to your case, certain findings come up often enough that they tend to generate questions or delays: IP developed by founders or collaborators and never formally assigned to the company, an outdated cap table or verbal agreements not reflected in the documents, key contracts unsigned or expired, a convertible note or other financing instrument not properly documented, unclear contractor or founder arrangements, or gaps in GDPR compliance or the data room itself.
None of these, on its own, usually blocks a deal. What does cause friction is discovering them late, with no time left to fix them before negotiating.
The data room: arriving organised speeds the process
A data room (usually a VDR, a virtual data room) is the repository where the documentation the other side will review gets organised: corporate, contracts, IP, data protection, tax and labour. There is no one-size-fits-all checklist that fits every startup — the structure and level of detail depend on your business model and the type of deal. What stays constant is that a well-organised data room does not remove risks that exist, but it stops the review from dragging on because of scattered or poorly indexed documentation.
Due diligence for investment rounds and M&A
An investment round and an M&A transaction both put your legal position under review, but the emphasis differs: a round typically weighs cap table clarity, financing instruments and the shareholders agreement most heavily; an acquisition tends to add closer scrutiny of contracts, liabilities and the team. Which areas carry the most weight in your specific deal is something we scope with you, not something we assume from a template.
If you are also weighing your broader legal setup around the transaction, our startup lawyer in Spain hub covers company formation, contracts and compliance alongside this.
How we run your due diligence
Scope and priorities
We define whether we are working sell-side or buy-side, which areas carry the most weight in your specific deal, and what timeline the other side is working to.
Review and data room
We review the documentation for each area (or help you build it if you are preparing to be reviewed) and organise the data room so the review is clear and traceable.
Report and remediation plan
We deliver a report with findings prioritised by relevance and, if you are the one preparing, a concrete plan of what to fix before the deal and what can be handled in negotiation. For ongoing legal support afterwards, our startup advisory service picks up from here.
Frequently asked questions
What exactly is legal due diligence?
It is the review of a company's legal, corporate, contractual, tax and data-protection risk, usually before an investment round, a sale, a merger or a relevant investor or partner coming in. Its purpose is to let whoever is investing, buying or signing actually know what stands behind the company.
Is preparing to be reviewed the same as reviewing another startup?
No, they are two different services even though they share a methodology. If you are the startup raising a round or being sold, we work sell-side: we organise your documentation before the other side reviews it. If you are the investor or buyer, we work buy-side: we review the startup you want to back or acquire.
Do you guarantee the due diligence will come back clean, with nothing flagged?
No, and be wary of anyone who promises that. No real due diligence is free of findings: the point is not that nothing turns up, but identifying what is there, prioritising it by relevance, and deciding what gets fixed before the deal and what gets handled in the negotiation (price adjustment, warranties, holdbacks). We also do not guarantee the transaction will close — that depends on more than the legal review.
What is a data room and why do I need one?
It is the repository (usually a VDR, a virtual data room) where all the documentation the other side will review gets organised: corporate, contracts, IP, data protection, tax and labour, among others. A well-structured data room does not remove risks that exist, but it stops the review from dragging on because of scattered, incomplete or poorly indexed documentation.
What are the most common findings in a startup due diligence?
Without assuming any apply to your case: IP developed by founders or collaborators and never formally assigned to the company, an outdated cap table or verbal agreements not reflected in the documents, key contracts unsigned or expired, a convertible note or financing instrument not properly documented, unclear contractor or founder arrangements, or gaps in GDPR compliance or the data room itself. Each finding is analysed against your specific situation, not against a generic checklist.
How long does a legal due diligence take?
It depends on the volume of documentation, whether you are starting from an already organised data room or from scratch, and how many areas need reviewing. We do not give a fixed timeline without knowing the real scope of your deal.
How much does a legal due diligence cost?
It depends on the scope of the deal, the volume of documentation, and whether we work sell-side or buy-side. We give a fixed quote based on the scope of the transaction, the documentation volume and which side of the review we are on.
Let's prepare your due diligence
Raising soon? Let's get your documentation in order before you are reviewed.
Investing or acquiring? We'll review the startup for you.
Book a callRelated services
Investment Rounds & Private Equity
The deal your due diligence sits within.
M&A and Corporate Law
Acquisitions and mergers: the full transaction.
Shareholders' Agreements
The first document reviewed in any due diligence.
Convertible Notes & Participating Loans
Financing instruments reviewed and properly documented.
Phantom Shares & Stock Options
Incentive plans that hold up under review.
SaaS Contracts Spain
Contracts consistent with what you say you sell.
GDPR for Startups
Compliance that is real, not just a pasted-in text.
Intellectual Property
Make sure your IP is properly assigned before you are reviewed.
Startup Tax Spain
Related-party transactions and financing, properly documented.
Startup Lawyer in Spain
Your English-speaking legal team for operating in Spain.
Company Formation in Spain: Full Guide
The complete guide for non-resident founders and investors.
Startup Legal Advisory
Ongoing legal support across every stage.
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