A business valuation becomes useful only when everybody agrees what is being valued. The shares of a Spanish SL, the trading operation and a collection of assets are different objects. A buyer purchasing shares generally enters an existing legal entity; an asset purchase requires a separate examination of which rights, obligations and operational resources move. Establish that perimeter before comparing offers.
Write a short transaction description naming the seller, proposed buyer, valuation date and intended percentage. Identify subsidiaries, branches, intellectual property, real estate and activities that remain outside the deal. An international buyer should ask whether figures describe one company or a consolidated business. Similar trading names do not establish common ownership or a common accounting perimeter.
Next separate operating value from the amounts owners may receive. A business can generate attractive earnings while carrying substantial debt, overdue taxes or customer advances. Cash may be needed for payroll rather than available for distribution. Agree how debt, cash and normal working capital will be measured, then reconcile the proposed adjustments to dated accounting records. Avoid counting the same liability twice.
Consider this hypothetical example: two partners sell a small packaging manufacturer near Girona but retain a warehouse they own separately. Its historical accounts show no market rent because the partners let the company use it informally. A valuation assuming continued free occupation would describe a different business from one that must sign a commercial lease after completion.
The preparation file should contain annual accounts, current management figures, debt statements, shareholder records, material contracts, property arrangements and an inventory of exceptional commitments. List uncertainties separately. A customer's permission to transfer a contract, a disputed invoice or an undocumented trademark licence may affect transaction feasibility as well as price; assigning a number does not resolve the underlying issue.
Common mistakes include presenting book equity as a negotiated market price, mixing property value with operating earnings and using an outdated balance sheet without adjustments. The Companies Act and accounting framework provide legal and reporting context, but neither supplies a universal sale multiple. A practical first step is a written scope meeting. You can send a nonconfidential outline to info@taxdevelopmentconsulting.com to discuss what a proportionate valuation brief should cover.