Buying a bar or a shop in Tenerife South: the traspaso, the lease and the licence, step by step

The advertisement says «se traspasa»: a bar two streets from the beach in Los Cristianos, €85,000, «licence, terrace, stock and staff included». The seller's adviser has a two-page contract ready and the keys can change hands on Friday. What that price buys is less tidy than the advertisement. The premises belong to a landlord who has not been asked. The three employees have rights that do not depend on the contract. The town hall and the island council have the bar in their records under another name. And the seller's unpaid tax and Social Security can follow the business to its new owner. This note takes a traspaso in the south of Tenerife in the order in which the law looks at it: what is being sold, the lease, the staff, the debts, the title to operate, the terrace and the contract itself. The rules are the same in Fuerteventura; the town halls named are examples. Quotations are in Spanish with the reading in English.

«Traspaso» is one word for three deals

In everyday use a traspaso is the sale of a running business by someone who rents the premises: the buyer pays for the fixtures, the stock and the clientele, and takes over the lease. In law that is two contracts at once, a sale of assets and an assignment of the lease, and each has its own rules.

The second deal looks the same from the street and is not: buying the company that runs the bar. If the business belongs to a limited company and you buy its shares, the lease, the title to operate and the employment contracts do not move at all, because the tenant, the holder and the employer are still the company. So are its debts, the ones in the accounts and the ones nobody has mentioned. This note follows the first deal; in the second the questions are the same, and the answers lie in the company's books and in the guarantees the seller of the shares gives.

The third is the oldest. For leases of business premises signed before 9 May 1985 the Urban Leases Act keeps the rules of the 1964 Act alive, its traspaso included, with terms of their own for how long the lease lasts afterwards (third transitional provision). A tenant who has been behind the same counter since the early eighties may still hold one of those contracts. It has to be read on its own terms before a price is discussed.

The lease comes first: read it before the price

For the Act, the lease of a bar or a shop is a lease for a use other than housing, and those leases se rigen por la voluntad de las partes, en su defecto, por lo dispuesto en el título III de la presente ley y, supletoriamente, por lo dispuesto en el Código Civil — are governed by the will of the parties, failing that by Title III of the Act and, in the last place, by the Civil Code (article 4.3). The order matters. What the Act says about assigning a lease applies only where the contract is silent, and a contract may set the Act's rules aside, although the exclusion deberá hacerse de forma expresa respecto de cada uno de ellos — must be made expressly for each of them (article 4.4).

Where the contract is silent, the Act favours the tenant. When a business is carried on in the premises, el arrendatario podrá subarrendar la finca o ceder el contrato de arrendamiento sin necesidad de contar con el consentimiento del arrendador — the tenant may sublet the property or assign the lease without needing the landlord's consent (article 32.1). The landlord receives two things in exchange. One is money: a rise in the rent in force del 20 en el caso de producirse la cesión del contrato o el subarriendo total de la finca arrendada — of 20 per cent where the lease is assigned or the whole property sublet (article 32.2); on a rent of €2,400 a month that is €480 more, €2,880. The other is notice: assignment and sublease deberán notificarse de forma fehaciente al arrendador en el plazo de un mes desde que aquéllos se hubieran concertado — must be notified to the landlord, in a way that leaves proof, within one month of being agreed (article 32.4). An assignment made in breach of that article lets the landlord end the lease (article 35).

In practice many leases drafted for a landlord exclude article 32 and require written consent for any assignment. Then there is no traspaso without the landlord, and the conversation with him is the first step, not the last. It is often worth having in any case. What the buyer receives by assignment is the seller's contract as it stands, with the years it has left, its rent review clause and its guarantees. The Act sets no minimum term for these leases: if the contract ends in eighteen months, so does the buyer's right to be there. A new lease signed directly with the landlord, long enough to recover the price, is frequently the better outcome.

Three smaller points belong in the same reading. The legal deposit for these leases is de dos en el arrendamiento para uso distinto del de vivienda — two months' rent in a lease for a use other than housing (article 36.1) — and the seller will want his back: agree who replaces it. Any bank or personal guarantee the seller gave is his own, and the landlord will ask the buyer for another. And two rights the Act gives a business tenant, to be offered the premises first if the landlord sells them (article 31) and to an indemnity in certain cases when the term ends on premises where a business selling to the public has run for the last five years (article 34), are among the rules contracts most often exclude: check whether yours still has them.

The staff come with the business

The employees are not part of the price and cannot be left out of the deal. The Workers' Statute says that a change in the ownership of a business does not by itself end the employment relationship, quedando el nuevo empresario subrogado en los derechos y obligaciones laborales y de Seguridad Social del anterior — the new employer stepping into the labour and Social Security rights and obligations of the previous one (article 44.1). The rule applies whenever what changes hands is una entidad económica que mantenga su identidad — an economic entity that keeps its identity (article 44.2). The same bar, with the same kitchen and the same tables, is hard to describe as anything else.

So the waiter hired in 2014 keeps his 2014 seniority, his pay, his contract and the collective agreement that applied on the day of the transfer (article 44.4). And for what the seller left unpaid, both answer: seller and buyer responderán solidariamente durante tres años de las obligaciones laborales nacidas con anterioridad a la transmisión y que no hubieran sido satisfechas — are jointly and severally liable for three years for the labour obligations born before the transfer and not paid (article 44.3). Unpaid overtime, holiday pay, a bonus that was never settled: the employee may claim them from either.

The seller must also tell the employees, or their representatives where there are any, in good time before the transfer: its date, its reasons, its consequences for them and the measures planned; the buyer owes the same information to his own staff (article 44.6 to 44.8). A clause by which the seller promises to hand over the business «free of staff» does not switch the article off between the employees and the buyer; it only decides who pays if the promise fails. What a new employer owes from the first day is in our note on taking on a first employee.

Social Security: the debt without the three-year limit

The Statute's three years are for wages and other labour debts. Contributions are another matter. The Social Security Act makes whoever succeeds in the ownership of a business jointly liable with the previous owner, and that liability se extiende a la totalidad de las deudas generadas con anterioridad al hecho de la sucesión — extends to all the debts generated before the succession (article 142.1); the same goes for benefits caused before it (article 168.2). The limit is the ordinary limitation period, four years (article 24), not the three of the Statute, and the claim against the successor includes the principal, the surcharges and the interest (collection regulation of the Social Security, article 13.3).

Article 168.2 adds that certificates guaranteeing the buyer against that liability are to be regulated; we have not found them in the collection regulation, read whole for this note. What a buyer asks for in practice is the Social Security Treasury's certificate that the seller is up to date with his contributions, issued as close to the signing as possible, together with the contribution receipts of the last year. It is evidence of what was on record that day, and one more reason to keep part of the price back for a time.

Tax debts: the certificate to ask for before you sign

The General Tax Act has the same idea and a way out of it. Those who succeed, by any title, in the ownership or operation of a business are jointly liable por las obligaciones tributarias contraídas del anterior titular y derivadas de su ejercicio — for the tax obligations the previous owner incurred in running it — including the withholdings he made, or should have made, and did not pay over (article 42.1.c). Buying loose items is not succession: the rule does not reach those who acquire isolated assets, unless the purchases permitan la continuación de la explotación o actividad — allow the business or activity to continue.

The way out is a certificate. Whoever intends to buy a business may, previa la conformidad del titular actual — with the current owner's consent — ask the tax administration for a detailed certificate of the debts, penalties and liabilities arising from it. The administration has three months to issue it. If it lists debts, the buyer's liability is limited to those. If it comes back clean, or does not come at all within the three months, el solicitante quedará exento de la responsabilidad a la que se refiere dicho artículo — the applicant is free of the liability that article refers to (article 175.2). Without a request the liability is wider: it reaches debts not yet assessed and penalties not yet imposed (collection regulation, article 125.4).

Two details of that regulation decide whether the certificate is worth anything. The first is timing: No producirán efecto las certificaciones, cualquiera que sea su contenido, si la fecha de presentación de la solicitud para su expedición resultase posterior a la de adquisición — certificates have no effect, whatever they say, if the application was filed after the date of the acquisition (article 125.2). Asked for on the Monday after the keys change hands, it protects no one. The second matters most in the Canaries: the exemption or limit works únicamente respecto de las deudas para cuya liquidación sea competente la Administración de la que se solicita la certificación — only for the debts that the administration asked is competent to assess (article 125.3). IGIC, the islands' indirect tax, is managed and collected by the Canary authorities, not by the State agency (Ley 20/1991, article 62). A certificate from the State Tax Agency therefore says nothing about unpaid IGIC: the request goes to both, and by the same logic to the town hall for its own taxes.

Three months is a long time for a seller in a hurry. The usual answers are a private contract that makes completion wait for the certificates, or completion with part of the price held back until they arrive. Signing first and asking afterwards is the one sequence the regulation rules out.

The title to operate: nobody buys it, but the town hall must be told

In the Canaries the opening and running of premises such as a bar or a restaurant is governed by the classified-activities Act of 2011 (Ley 7/2011). Its general regime is a prior communication filed by the operator; a licence is needed only for the activities a decree of the Canary Government lists (article 5.1). Either way the title survives a change of owner: La transmisión de la instalación o actividad no exigirá nueva solicitud de licencia de actividad clasificada — the transfer of the installation or activity does not require a new application for a classified-activity licence (article 33.1), and a change of holder in an activity under prior communication follows the same rule (article 34.3).

What the Act does require is a notice. The previous holder or the new one must tell the body that granted the licence, in writing, en el plazo de un mes desde que se hubiera formalizado el cambio en la titularidad — within one month of the change of holder being formalised — with a copy of the document by which the transfer was made (article 33.2). If nobody does, the old and the new holder serán responsables, de forma solidaria, de cualquier obligación y responsabilidad dimanante de la licencia — are jointly and severally liable for any obligation and liability arising from the licence — between the transfer and the day it is communicated (article 33.3).

Each town hall has its own form. Arona's electronic office, as it read on 4 October 2026, lists a procedure to communicate the transfer of a classified activity's title: it is filed online, with an authentic copy of the document of transfer and, for restaurants and bars, a copy of the declaration of change of holder filed with the Cabildo of Tenerife. That second filing exists because serving food and drink to the public is also a tourist activity in the Canaries, declared to the island council under a decree of 2010 (Decreto 90/2010). Other town halls, Adeje among them, receive the same communication through their own offices: ask before signing which documents yours wants.

A notice only carries over what exists. If the seller never filed the communication or held the licence, or if the bar has since gained a kitchen, an enclosed terrace or a music system the title never covered, the buyer takes on an activity without cover. A substantial change needs the same procedure again (article 5.4); running premises without the licence or the prior communication is a very serious infringement (article 62.1), fined between €15,001 and €30,000 (article 66.1), and the closure of premises that lack the title is ordered apart from any fine, whatever legalisation may follow (article 65.2). Ask to see the title and compare it with what is actually there: the activity, the capacity, the opening hours, the music.

The terrace is a separate permission

Tables on the pavement stand on public land, and the right to put them there is a municipal authorisation of its own, linked to the activity and not to the price of the traspaso. In Arona the application requires that the activity already hold its licence or declaration, and the applicant gives a deposit and pays the fee set by the town's fiscal ordinance. Before paying for «the terrace», ask the town hall in writing whether the authorisation is in force, in whose name, and what it requires of a new holder. A terrace on the private ground of a shopping centre or a residential complex is a different matter: there the answer is in the lease and in the rules of the community that owns the ground.

The contract: what the price covers and what the seller promises

With the lease, the staff, the debts and the title checked, the contract of sale can say what it is selling. An inventory signed by both sides, with the stock counted on the last day. A list of what is not the seller's to sell: the coffee machine on loan from the supplier, the leased till, the beer contract with its exclusivity. And the seller's debts with suppliers, which do not pass to the buyer by the mere sale: one debtor can be replaced by another, pero no sin el consentimiento del acreedor — but not without the creditor's consent (Civil Code, article 1205). Suppliers nevertheless tend to knock on the door that is open, which is why the contract should say that the seller answers for everything before the handover date, and how the buyer is covered if he does not.

Then the clause that protects what was paid for. A buyer of clientele expects the seller not to open again across the street. Contracts bind the parties not only to what they say but a todas las consecuencias que, según su naturaleza, sean conformes a la buena fe, al uso y a la ley — to all the consequences which, according to their nature, are in keeping with good faith, usage and the law (Civil Code, article 1258), and the Supreme Court has read that article into the sale of a business: the seller's duty not to compete with what he has sold binds him even when the contract is silent, for the time needed and in the area where he traded (judgment 303/2016, of 9 May 2016). A clause is still better than a lawsuit over what «the time needed» means: what the seller may not do, in what area, for how long, and what he pays if he does.

Money follows the same order. A deposit paid when the offer is accepted is usually arras, and the kind of arras decides what is lost if either side walks away; our note on the arras contract was written for homes and the logic is the same. The contract should make completion depend on the landlord's consent or new lease, on the certificates and on the title being in order, and should hold part of the price for the months in which old debts tend to surface.

Who has to be told, and when

The taxes of the deal, in one paragraph

How the price is taxed depends on what is sold, and it is a question for the tax adviser before the price is fixed, not after. The outline: the transfer of a set of assets that forms una unidad económica autónoma en el transmitente, capaz de desarrollar una actividad empresarial o profesional por sus propios medios — an autonomous economic unit in the seller's hands, able to carry on a business by its own means — is not subject to IGIC (Ley 20/1991, article 9.1.º), while a mere handing over of assets or rights, without the organisation that makes them a business, is. A traspaso can fall on either side of that line, and what each party then owes in its own taxes follows from it.

Before you sign: a checklist

• Read the lease first. The assignment clause, the term left, the rent review and the guarantees; speak to the landlord before the seller's deadline, not after.
• Ask for the tax certificates before any transfer. From the State agency and from the Canary agency, with the seller's signed consent; keep the proof of filing and its date.
• Get the Social Security position on paper. The Treasury's certificate and the contribution receipts of the last year.
• List the employees. Contracts, seniority, pay and pending claims; see that they are informed in time.
• See the title to operate. Licence or prior communication, the activity it covers, capacity and music; compare it with the premises.
• Treat the terrace separately. Authorisation in force, holder, fee paid.
• Put it in the contract. Inventory, equipment that belongs to others, who pays earlier debts, the non-compete clause, the conditions for completion and the part of the price held back.

A traspaso hands over a counter, a lease, a staff and a past. The price is agreed for the first three and should be protected against the fourth.

What our commercial team does

Business purchases, transfers and traspasos are part of our commercial practice in Tenerife and Fuerteventura. We read the lease and speak to the landlord, request the certificates with the seller, check the title to operate against the premises, review the staff file and write the contract with its conditions and retentions. Buyers who would rather hold the business through a company will find the steps in our note on setting up an SL. The consultation is a paid one, quoted in advance, and nobody can promise what a landlord, an inspection or a town hall will decide. The service is described on our commercial law page, and the contact page has the hours of both offices, Costa Adeje and Corralejo.

Common questions

Can the landlord stop the traspaso?

It depends on the lease. If the contract says nothing, the Act lets the tenant assign it without consent, with a rise of 20 per cent in the rent and notice within one month. Many leases exclude that rule and require the landlord's written consent; then there is no assignment without him, and a new lease is usually the practical answer.

Do I have to keep the employees?

Yes, if what you take over is the business as a going concern. The new owner takes the place of the old one in the employment contracts, with their seniority and pay, and answers jointly with the seller for three years for labour debts born before the transfer. Social Security debts follow the business without that limit.

Can the seller's tax debts be claimed from me?

Yes, those arising from the business, unless you asked for the certificate before buying. A certificate with no debts, or one not issued within three months, frees the buyer; one requested after the acquisition has no effect. In the Canaries ask the State agency and the Canary agency, because each certificate covers only the taxes of the administration that issues it.

Is the licence included in the price?

The title to operate does not need a new application when the business changes hands, but the change must be communicated to the town hall in writing within one month, and restaurants and bars are also declared to the Cabildo. If the premises do not match what the title covers, the problem is the buyer's from the first day.

Is it better to buy the company instead of the business?

It is a different purchase. The lease, the title and the staff stay where they are, so as a rule there is no assignment to notify, although some leases treat a change of control as one; but every debt of the company stays inside it, including those nobody has listed. Which route suits a given bar or shop depends on its lease, its books and its taxes.

General information on Spanish and Canary law as it stands in October 2026 (Ley 29/1994, arts. 4, 31 to 36 and the third transitional provision; the Workers' Statute, art. 44; the Social Security Act, arts. 24, 142 and 168, and its collection regulation, art. 13; the General Tax Act, arts. 42 and 175, and its collection regulation, art. 125; Ley 20/1991, arts. 9 and 62; Canary Ley 7/2011, arts. 5, 33, 34, 62, 65 and 66, and Decreto 90/2010; the Civil Code, arts. 1205 and 1258; Supreme Court, Civil Chamber, judgment 303/2016), not advice on any particular purchase: a traspaso depends on its lease, its premises and its papers.