An established group can accumulate entities for reasons that no longer reflect how it operates. A dormant subsidiary may still hold a contract, a trading company may own property used elsewhere, and informal support between businesses may obscure their finances. Restructuring starts by diagnosing those relationships. Creating another company without addressing them can add administration while leaving the original problem intact.
Build three connected maps: legal ownership, operational activity and money flows. For each entity identify shareholders, directors, employees, assets, customers, borrowing and guarantees. Include entities outside Spain and explain which figures belong to each accounting perimeter. A shareholder chart alone will not reveal that one company pays staff working for another or guarantees an unrelated activity's borrowing.
Define the intended improvement in ordinary business terms. Perhaps the group needs clearer accountability, a separable activity for investment or simpler duplicated administration. Compare maintaining the current structure with feasible changes. Mergers, divisions, asset transfers and changes in contractual arrangements have different requirements. The Spanish framework for structural modifications and corporate tax rules must be considered separately; corporate feasibility does not establish tax neutrality.
In a hypothetical example, an established hospitality group has two operating companies and a property subsidiary. Management wants to separate events from restaurant trading because their customers and funding needs differ. The diagnostic review discovers that events staff are employed by the restaurant company and several venue contracts prohibit transfer without consent. Those findings influence the route and implementation sequence before any incorporation decision.
Collect recent accounts, tax filings, company documents, contracts, employee information, licences, financing agreements and intercompany balances. Record ownership or contractual uncertainties explicitly. Check losses, disputes, security arrangements and ongoing obligations with the appropriate specialists. A proposed reorganisation should also have an opening balance sheet plan and a practical timetable for accounting, banking and customer administration.
A common mistake is choosing a diagram because it looks tidy and only then investigating its consequences. Another is assuming historical liabilities disappear when activity moves. The diagnostic deliverable should identify the actual problem, alternatives, dependencies and expected recurring cost of the chosen structure. If you want to frame that review, send a general description of the existing group to info@taxdevelopmentconsulting.com; avoid sharing personal or sensitive records in the initial message.