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We translate the SPA — the purchase agreement for quotas or shares that closes the deal — clause by clause, with precision on the price, the warranties and the allocation of risk. For companies, funds and advisers in international transactions.
The purchase agreement for quotas or shares — the Share Purchase Agreement or SPA — is the definitive document that closes the sale of a company: it sets out what is being sold, at what price and under what conditions and warranties. It is the densest and highest-risk document in the whole deal, because its clauses allocate liability between buyer and seller for years. Translating it calls for absolute precision in the critical parts: the price and its adjustments (including the earn-out), the representations and warranties (reps & warranties), the indemnities, the conditions precedent and closing, with equivalence between common law and continental civil law. It is the signing stage of a mergers and acquisitions deal; here we focus on the contract that closes it.
Purchase price, adjustment mechanisms, earn-out, escrow deposits and deferred payments, with numerical precision.
The seller's reps & warranties on the company's position, with the exact scope of each statement.
Indemnification regime, caps, baskets, claim periods and allocation of risk after closing.
Conditions precedent, obligations between signing and closing, and the deal's execution documents.
Translators specialising in business law who know the structure of an SPA and how concepts such as reps & warranties or earn-out map between legal systems. We review price, warranties and indemnities before delivery, ensuring consistency across the whole contract. Personalised service from start to finish.
Select the counterparty's language and tell us how the deal is structured. English is the most common in international SPAs; also German, French and other combinations. If you don't see yours, just ask.
We translate the full purchase agreement and its accompanying schedules, respecting definitions, cross-references between clauses and consistency with the rest of the deal file.
Definition of the quotas or shares, the parties and the scope of the deal.
Price, adjustments, deferred payments, escrow and earn-out, with numerical precision.
The seller's reps & warranties on the company's position.
Indemnification regime, caps, baskets and claim periods.
Conditions precedent, pre-closing obligations and closing documents.
Schedules, disclosure letter and supporting documentation.
The agreement often signed alongside the SPA when a shareholder remains.
The prior review whose findings are reflected in the SPA.
The SPA changes depending on what is being bought. In Spain, limited liability companies (S.L.) have quotas (participaciones) and public limited companies (S.A.) have shares (acciones), and each route has its own formalities. Tell us which applies to you and we translate it with the exact corporate terminology.
The transfer of quotas is usually formalised in a public deed before a notary, which often requires a sworn translation to execute the contract as a public deed.
The transfer of shares has its own formalities (book entries, share certificates or registers). The SPA likewise governs the price, warranties and indemnities of the deal.
A workflow with legal judgement: review of the contract, a glossary of key concepts (reps & warranties, earn-out, indemnities), clause-by-clause translation and a final check of price, warranties and cross-references. We confirm whether you need the sworn or simple format.
The contract and its schedules in Word or PDF; if it is bilingual, tell us which language prevails.
NowWe confirm languages, how the document will be used and whether it needs a sworn translation (e.g. to execute it as a public deed).
15 minM&A terminology, equivalence between legal systems and a final check of figures.
Depending on volumeIn the format you need; with MAEC signature and stamp if it is a sworn translation.
GuaranteedThere is no single rate: an SPA can range from a few pages to a contract with dozens of schedules. The price is worked out from these four factors; that is why it helps for us to see the document before giving you a firm figure.
Send us these four details and we reply with the price, a feasible turnaround and the recommended delivery.
Many SPAs are translated as a simple translation for negotiation and signing between the parties. But when the contract must be executed as a public deed before a notary — common in the sale of quotas in an S.L. — registered with a registry or submitted in proceedings, a sworn translation is required, signed and stamped by an officially accredited sworn translator-interpreter. You can check accreditation by language in the official search tool of the Ministry of Foreign Affairs.
The general framework is governed, among other rules, by Royal Decree 724/2020 (BOE), which regulates the Language Interpreting Office and the role of the sworn translator. If your procedure is international, in some cases a Hague apostille or legalisation is also required depending on the country.
At Trayma we review the destination country and body with you before issuing the final version, so we can recommend the safest type of delivery and avoid rejections.
These are the SPA documents and clauses we translate most often. Most are simple translations; some, when executed as a public deed or submitted for a procedure, are delivered sworn. If yours is not on the list, just ask.
We are right in the centre of Alicante, next to the train station, with easy access by public transport. In-person service by appointment and online handling throughout Spain.
Tell us which languages you need it in and what stage the deal is at. We tell you whether it needs a sworn translation (for example, to execute it as a public deed), the firm price and the turnaround, in full confidentiality and with an NDA.
Attach your documents and we’ll send back a firm quote within 15 minutes, in full confidence. No obligation.
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