Buying a Bar, Café or Restaurant Abroad: How Traspaso, Fonds de Commerce and Licence Transfers Actually Work

Published on: August 23, 2026

Last verified: 23 August 2026. Lease, licensing, employment and tax rules differ by country, region and municipality and change frequently. Confirm the position locally before signing anything.

Quick answer: In most of southern Europe you are not buying a building. You are buying an assignment of somebody else's commercial lease, their fittings, the transfer of a municipal operating licence and whatever goodwill exists, with no freehold in the transaction at all. In Spain that package is a traspaso, in France a cession de fonds de commerce, in Portugal a trespasse. Three things decide whether the price is sane: how many years the lease has left and whether assignment is permitted, whether the licence category actually authorises what the business does, and what you inherit in staff seniority and successor tax liability. Read the lease before the accounts.

"Bar for sale, Costa del Sol, €65,000, fully equipped, established clientele."

It is one of the highest-intent searches in the whole overseas property space, and one of the worst-served. The listings are everywhere. The explanation of what is actually being sold is almost nowhere.

Here is the short version: in most of southern Europe, you are usually not buying a building. You are buying the right to step into somebody else's commercial lease, plus their fittings, plus the transfer of a municipal operating licence, plus whatever goodwill the business has. There is often no freehold in the transaction at all. The €65,000 buys a position, not an asset.

That is not a criticism of the model. It is how hospitality changes hands across Spain, France, Italy and Portugal, and it works. But the mechanics are unfamiliar to anyone whose experience of buying a business comes from a common-law market, and the liabilities that travel with the deal are not obvious from the listing.

Spain: the traspaso

What is being sold

Traspaso is the everyday word for the transfer of a going business operating from leased premises. Legally, what happens is an assignment of the lease combined with the sale of the business assets. The Spanish urban leases act (LAU) governs the lease side under its provisions on assignment and subletting for non-residential premises.

A typical traspaso package includes:

Assignment of the lease over the premises
Fixtures, fittings, kitchen equipment, furniture, stock
Transfer of the municipal operating licence to the new holder
Goodwill, trading name, supplier relationships, sometimes social media accounts
The employees, whether you want them or not

What it does not include: the building. Your landlord remains the landlord.

The lease: the single most important document

For business premises, Spanish law gives the tenant a general right to assign the lease without the landlord's consent, provided a business activity is carried on there, subject to two conditions:

Formal notification. The assignment must be notified to the landlord in a demonstrable manner (fehacientemente), commonly by burofax, within one month of it being agreed
The landlord's rent increase. On a full assignment or a total sublet, the landlord is entitled to raise the rent by 20 per cent. On a partial sublet, by 10 per cent

The critical caveat: leases for non-residential use in Spain are governed primarily by what the parties agreed. The contract can prohibit assignment altogether, require consent, or set a larger increase. Where the contract addresses it, the contract generally prevails over the default rule.

So the first thing to read is not the business accounts. It is the lease. Specifically:

How many years remain, and is there a renewal option?
Is assignment permitted, prohibited, or conditional on consent?
What rent increase applies on assignment?
What is the review mechanism and index?
What is the deposit position, and will the landlord require a new one?
Are there guarantees, and who provides them?
What happens to the deposit and any improvements at the end?

A bar with three years left on a lease and no renewal right is a fundamentally different asset from the same bar with twelve years and an option. Two identical businesses at the same asking price can be worth wildly different amounts on this basis alone.

The licence: what you can legally do inside

The licencia de apertura or licencia de actividad attaches to a holder, a named individual or company, and to the premises and the specific activity. It is issued by the municipality.

The good news: a change of holder (cambio de titularidad) is generally a communication to the ayuntamiento rather than a fresh application. That means the new operator inherits the existing technical file and avoids commissioning a new technical project, certificates and the whole approval process, which is precisely why an established licensed premises commands a premium over an empty shell.

The conditions attached to that:

The activity may not change. A licence for a café does not authorise a bar with amplified music. A licence for a bar without a kitchen does not authorise a restaurant
The premises may not be materially altered. Changes to layout, capacity or ventilation can invalidate the basis on which the licence was granted
Many municipalities now use a declaración responsable regime, a responsible declaration under which the operator certifies compliance and may open, subject to subsequent inspection. Convenient, and it shifts the risk onto the declarant. If the premises turn out to be non-compliant, that is now your problem

The licence category determines the closing time, the permitted noise level, whether amplified music is allowed, and whether a dance floor is legal. In Spain the categories (bar, bar con música, pub, discoteca and their regional equivalents) carry different conditions and different closing hours. Verify what the licence actually says, not what the current owner does. A great many Spanish bars operate outside the terms of their licence and it works fine until an inspection, a neighbour complaint, or a change of holder brings the file into view.

The terrace licence: usually the whole business case

In much of Spain, the terraza is where the margin is. Fifty covers outside in June is a different business from twenty covers inside.

The terrace licence is separate from the opening licence. It is municipal, governed by an ordenanza de terrazas, typically granted for a defined number of tables and a defined footprint, often for a defined period, subject to an occupancy fee, and revocable. Municipalities across Spain have been tightening terrace rules in response to residential complaints, and some have reduced permitted footprints in specific streets.

The terrace licence does not automatically follow the business. Confirm:

That a licence exists and is current
Exactly how many tables and what square metreage it covers
Whether it is seasonal or year-round
What the annual fee is
Whether the municipality has any pending review of terraces in that street or zone
Whether the current owner's terrace footprint matches what is licensed. Very often it does not

Noise, and why it ends businesses

Noise complaints are the most common cause of hospitality licence problems in Spanish city centres. Relevant items:

Sound insulation (insonorización). If the premises need acoustic treatment to obtain or keep a licence for a noisy activity, Spanish case law has addressed who bears the cost between landlord and tenant, and it can fall on the landlord where the premises were let for that activity and were not already suitable. That question should be settled in writing before you take the lease, not litigated afterwards
Sound limiters (limitadores). Frequently required for music licences, and they physically cap output
Closing hours are set by the autonomous community and municipality by licence category

The two liabilities that are not on the listing

1. You inherit the staff. Where a going concern transfers, Spanish employment law on business succession applies. The buyer generally steps into the existing employment contracts: the same staff, with their accrued seniority, their accrued holiday, and outstanding obligations. You cannot simply restaff after taking over, and dismissal costs scale with seniority.

Before signing, obtain for every employee: contract type, start date, salary, hours, accrued holiday, and any pending claims. Then calculate what a restructuring would cost. That number belongs in your valuation.

2. You may inherit tax and social security debts. Spanish general tax law contains a successor-liability rule for people who take over an economic activity, which can make the acquirer jointly liable for tax debts arising from that activity. There is a procedure for requesting a certificate of outstanding debts from the tax authority before the transfer, which, correctly used, limits the acquirer's exposure to what the certificate discloses.

Request that certificate. It is the single highest-value hour of due diligence in a Spanish traspaso. Do the same for social security contributions.

What else the buyer must set up

NIE, and for non-EU nationals the right to work in Spain on a self-employed basis, which is a separate immigration process with its own business plan and viability requirements. Buying a business does not confer a right to run it. Our guide to going self-employed abroad covers the shape of these regimes
Alta censal with the tax authority under the correct activity code, and RETA registration as autónomo, or company formation if you are trading through an SL
Food business registration and HACCP food safety procedures, allergen information, and staff food handling certification
Change of holder on utilities, waste and any music licensing
Insurance, including public liability, which is generally a licence condition

France: fonds de commerce, droit au bail and licence IV

France uses a different vocabulary and, in one respect, gives the buyer something genuinely more valuable.

Fonds de commerce. The going concern: clientele, trading name, lease rights, equipment, and any licences. A cession de fonds de commerce is a formal, regulated transaction with mandatory disclosures, a publication requirement, and a period during which the sale proceeds are held to allow creditors to object.

Droit au bail. The right to the lease alone, without the business. Sometimes sold separately, typically when the incoming operator intends a different concept.

The commercial lease is the asset. The French bail commercial, the classic three-six-nine year lease, carries a statutory right of renewal (propriété commerciale). If the landlord declines renewal, compensation (indemnité d'éviction) is generally payable. That renewal right has real economic value and is a substantial part of what is being bought, which is why French hospitality transfers price higher than superficially comparable Spanish ones.

Pas-de-porte. A payment to the landlord on entry, distinct from the price paid to the outgoing tenant. Its legal character varies and it has tax consequences. Establish which you are paying and to whom.

Licence IV. The full licence permitting the sale of all categories of alcoholic drinks for on-premises consumption. It is a transferable asset with its own value, it is subject to territorial restrictions on where it may be moved, and no new ones are issued in the ordinary course, which is why existing ones trade. Transfers must be declared to the mairie, and operators must hold the mandatory operating permit training certificate. Alcohol licensing categories in France have changed over time, so confirm the current classification of the specific licence rather than relying on older descriptions.

France also requires prior declaration to the mairie before opening, transferring or relocating a licensed establishment, and there are zoning rules (zones protégées) around schools, hospitals and other protected sites where licensed premises may not operate.

Italy, Portugal and elsewhere

Italy. Transfer of an azienda or a ramo d'azienda, executed by notarial or authenticated deed and registered with the business register. Food and drink operators must meet professional requirements, satisfied by a qualifying course, a relevant qualification or documented experience. Opening generally proceeds by SCIA to the comune. Historic centres in tourist cities have introduced restrictions on new food and drink openings, so confirm whether the specific address is in a restricted zone. Employment continuity rules apply on a going-concern transfer, as in Spain.

Portugal. Trespasse transfers the going concern including the lease. Whether the landlord's consent is required and whether a right of first refusal applies depends on the lease and the applicable regime, so the lease document is again the starting point. Operating authorisations run through the municipality and, for food businesses, the national economic and food safety authority.

Greece, Croatia, and the wider Mediterranean. The same structural pattern recurs: a leasehold position, a municipal operating permit, a health and food safety registration, and employment continuity on a going-concern transfer. The details differ; the shape does not.

A general point for all of them. Seasonal resort businesses are sold in spring on the strength of last summer's figures. Ask for three full years of accounts, not one, and ask for the shoulder-season and winter months specifically. A business that makes its entire year between June and September has a very different cash flow risk profile from one that trades year-round.

Valuing a traspaso

There is no single convention, and asking prices in tourist areas are frequently set by what the last owner paid rather than by what the business earns. A workable approach:

Start from the business, not the asking price. Sustainable annual owner earnings, adjusted for a market salary for the owner-operator's own labour. Many small bars show a profit that is really the owner's unpaid work
Apply a multiple appropriate to lease length. A short lease with no renewal right supports a very low multiple, because you are buying a wasting position
Value the equipment separately at realistic second-hand value, not at replacement cost
Subtract the liabilities you are inheriting. Redundancy exposure on inherited staff, any disclosed tax or social security debt, deferred maintenance, non-compliant installations
Subtract the cost of getting compliant. If the terrace footprint exceeds the licence, if the extraction does not meet current standards, if the licence category does not match the actual operation, those are your costs from day one
Add the value of anything genuinely scarce. A French licence IV. A terrace licence in a street where the municipality has stopped issuing them. A lease with twelve years and an option in a location where nothing comes up

Due diligence checklist

Lease

Full lease and every annexe and amendment
Remaining term, renewal rights, assignment clause, rent review mechanism
Rent arrears position, in writing from the landlord
Landlord's written position on the assignment and the rent increase they intend to apply

Licences

Opening or activity licence: category, conditions, holder, current status
Terrace licence: existence, footprint, table count, fee, expiry
Alcohol licence where separate from the operating licence
Music licensing and any sound limiter requirement
Confirmation from the municipality that no enforcement file is open on the premises

Premises

Extraction, ventilation and grease systems against current standards
Fire safety certification and capacity
Accessibility compliance
What is the landlord's responsibility and what is the tenant's on repair

Financial

Three years of accounts and tax filings
VAT returns cross-checked against declared turnover
Supplier contracts, equipment leases, rental agreements on coffee machines and beer systems, which frequently carry multi-year tie-ins
Certificate of outstanding tax debts
Social security contribution status

People and you

Full employee schedule with start dates, contracts, salaries and accrued entitlements
Any pending employment claims
Your legal right to work in the country on a self-employed basis
Whether your visa route requires an approved business plan before purchase

Frequently asked questions

Am I buying the building?
Usually not. Most hospitality transfers in southern Europe are leasehold. If the freehold is included, the transaction becomes a property purchase as well, with a notary, a land registry entry and transfer tax. Establish which you are buying in the first conversation. Our guide to buying commercial property abroad covers the freehold route.

Can I buy a bar in Spain and get residency?
Buying a business does not confer residency. Non-EU nationals need an appropriate work authorisation, and the self-employment route requires demonstrating the viability of the project. Plan the immigration and the acquisition together, not sequentially.

Why is the traspaso price so much higher than the equipment is worth?
Because you are buying a licensed, fitted, trading position, and because obtaining a new licence for a new premises can take many months, cost a great deal, and fail. The premium is for time and certainty, not for the fridges.

Do I have to keep the staff?
On a going-concern transfer in most European jurisdictions, yes, employment contracts continue with their existing terms and accrued seniority. Restructuring afterwards is possible but costs money, and that cost belongs in your valuation before you sign.

What is the most common expensive mistake?
Buying on the trading reality rather than the licensed reality. The terrace has thirty tables and the licence covers twelve. The bar plays amplified music until 3am on a licence that permits neither. It has worked for years. Then the file is opened at the change of holder, and it becomes the new owner's problem.

Is a seasonal resort bar a good first business?
It is a demanding one. Compressed trading season, high staff turnover, weather exposure, and a purchase price often set by sentiment rather than earnings. Insist on multi-year figures and model a bad summer before committing.

Keep reading on JanusHermes

The listing sells a business. The lease, the licence category and the employee schedule decide what it is worth. Get all three in writing before any deposit. JanusHermes lists property from local agencies in 11 languages, with the local agency's own contact details on every listing.

This article is general information published on 23 August 2026. It is not legal, tax, immigration or business advice. Lease, licensing, employment and tax rules differ by country, region and municipality and change frequently. Instruct a lawyer and an accountant qualified in the relevant jurisdiction before signing anything or paying any deposit.