Buying a limited company: practical guide, prices and steps to activate it today

1. When is it convenient to buy an already constituted SL and when to create it from scratch?

Buying a ready-made company is first and foremost a time-to-market decision. If your priority is to start invoicing and signing contracts as soon as possible, the purchase avoids the sequence of name verification, drafting of bylaws, notary, registration and obtaining the definitive NIF. In my case, "buying an already incorporated company allowed me to access clients instantly, without waiting for the bureaucratic validation and the signature at the notary's office; even the VAT number was already taken care of". This time jump is transformed into a competitive advantage: you arrive before your competitors, you close opportunities and, if you work with large accounts, you enter their purchasing systems as an operational company.

However, incorporating from scratch may be preferable when you need tailor-made bylaws (e.g., complex shareholder agreements, types of shareholdings or very specific corporate purpose) or if you value a brand with an exact name from minute one and do not want to invest in a subsequent name change. It is also a good option if your schedule allows you to wait, or if you enjoy the support of a Point of Attention to the Entrepreneur (PAE) that processes for you.

Key decision points:

• Urgency to issue invoices or sign contracts.
• Need for special bylaws/corporate structure.
• Value of the corporate name in the event of a subsequent change.
• Budget and tolerance to initial administrative management.

Competitive advantages (time-to-market, immediate uptake)

• Earlier entry: you go from lead to invoice with no dead window.
• Less commercial friction: "I did not miss opportunities during incorporation; I was able to present myself to clients with the company ready".
• Banking and tax operations with already created base (facilitates activation of accounts, certificates, etc.).

When it does not pay (special cases and customization of bylaws)

• Covenants or rounds that require a unique shareholding structure from the outset.
• Regulated sectors with very specific licenses associated with the corporate purpose.
• Projects with branding where a name change is not desirable.

What is included in the purchase of a limited partnership (documentation and warranties)?

Although each supplier varies, it is usual for the operation to include:

• Deed of incorporation and certificates of being inactive and without debts.
• Definitive NIF (CIF) already assigned.
• Book of members and appointment of administrator for updating.
• Registration in the Mercantile Registry (already made) and simple notes.
• Notarial assistance for the change of administrator, corporate domicile, purpose and name, if applicable.

Upon purchase, you will take care of:

• Change of management body and acceptance of office.
• Change of address (fiscal/social) if you are relocating.
• Adaptation of the corporate purpose to your activity.
• IAE registration / census status and, if applicable, activity registration.

Practical advice: ask for accreditation of inactivity and certificates of being up to date; and ask for an express statement in the deed on the non-existence of debts, litigation or guarantees.

Definitive NIF/CIF, deeds and inactivity certificates

Having a definitive TIN eliminates the most frequent bottleneck when starting up. " In my case, having the CIF already operational streamlined the registration with customer and supplier platforms". Check that the deed reflects the circumstances of the company and that the certificates are up to date.

Changes after the purchase: director, domicile, corporate purpose

They are formalized in a notary's office and registered in the Mercantile Registry. Take advantage of this opportunity:

• Appoint the administrator (you or whoever you decide).
• Set tax address where it is operationally convenient for you.
• Adjust the corporate purpose to your real activity, avoiding vagueness.

3. Buying vs. incorporating with CIRCE: actual terms and indicative costs

Although deadlines depend on the city, notary's office and registration charge, the purchase usually allows to operate in hours or a few days (depending on the notary's agenda and exchange procedures). Incorporating with CIRCE/PAE has improved times, but still requires completing all the steps.

Official procedures (PAE, DUE, Commercial Registry, Form 036)

• Company name (application and reservation).
• Bylaws and articles of incorporation in notary's office.
• Settlement of taxes, registration in the Mercantile Registry.
• NIF (provisional → definitive).
• Census registration (Form 036/037) and IAE if applicable.
• Digital certificate and bank account.

4. Risks and how to mitigate them when buying a preconstituted SL

Buying a company is safe if you do your due diligence:

• Verify supplier identity and track record.
• It requires certificates of being up to date and statements in writing.
• Checks books, simple notes and absence of encumbrances (liens, guarantees, litigations).
• Review activity history (must be inactive and without previous operations).

Minimum due diligence (AEAT, RMC and notary public)

• AEAT: census status/NIF.
• Mercantile Registry: simple notes and current entries.
• Notary's office: purchase and sale with warranties and reorganization clauses.

Warning signs and clauses to be enforced

• Opacity about origin and age.
• Lack of certificates or refusal to provide documentation.
• Abnormally low prices without clear breakdowns.
• It includes a clause of liability of the transferor for hidden debts and manifestation of inactivity.

5. Steps to buy a limited company and start invoicing

1. Select the company (capital, seniority, compatible CNAE).
2. Agree on conditions (closed price, what is included, signing terms).
3. Notary's office: purchase and sale of shares and appointment of administrator.
4. Registration of changes in the Commercial Registry.
5. Census registration and operational activation (bank, digital certificate, invoicing).

Reservation/choice of denomination and name change

If the name doesn't fit your brand, you can change it in the same transaction or later. " I preferred to buy first and change the name after I closed my first customer; I avoided losing a week.

Signing before a notary, registration and registration of activity

Coordinate agenda to sign as soon as possible; ask for previous minutes and bring the documentation of administrators/partners prepared. After signing, speed up the registration and process the census registration.

6. Frequently asked questions on privacy, capital and taxation

Is it legal to keep members' privacy?

Yes; the registry publicity is the same as for any SL. The relevant thing is to update administrators and partners according to the law and to keep the books up to date.

Is there a capital outlay of €3,000?

Ready-made companies usually come with the minimum share capital already paid up. If you need more, you can increase it later.

Can I operate the same day?

It will depend on the notary's agenda and how you activate digital banking/certificate. With good coordination, you can issue invoices very quickly. "In my case, leaving the notary's office with the company ready allowed me to send a proposal and close it that same afternoon."

7. tax address, social and commercial tax address: how to choose and why it influences the operation

The tax address determines your tax administration and can facilitate formalities; the registered office address appears in the bylaws and the Commercial Registry; the business address determines your presence and receipt of notifications. If you need to open in new cities, outsource mail reception or project a professional image, a specialized domiciliation service gives you flexibility and predictable cost." To get started, I used a professional domiciliation service; it gave me a stable address and notification management without tying me to a physical office".

8. Next step: activate your SL today

If you have already identified the opportunity, reduce the friction: schedule the notary, define changes (administrator, address, object) and prepare banking and tax operations to start invoicing.

Recommended external link

For those who want to compare traditional incorporation procedures, consult the CIRCE one-stop shop (guides and official steps).

Conclusion

Buying a limited partnership drastically shortens the time between the opportunity and the first invoice. In competitive environments, that margin makes all the difference. With simple due diligence and well-managed corporate changes, you'll have an SL up and running in no time. " My experience was clear: the purchase gave me immediate access to customers and avoided the wait for validations and initial signatures; that time saved translated into sales.

FAQs

1) Can I change the corporate purpose after the purchase?
Yes, by means of an agreement and notarization; it is registered in the Mercantile Registry.

2) What happens to the accounting if the company was inactive?
The history is kept clean; you will start recording transactions from the moment you are registered as an active company.

3) Can I keep the original name?
Of course; if you prefer your brand name, please apply for a name change.

4) Are there tax risks for previous purchases?
With certificates and inactivity manifestations, and registry review, the risk is effectively mitigated.

5) Do I need a physical office?
Not always. A domiciliation service covers fiscal, social or commercial, reception of notifications and presence in different cities.