How much does a commercial lawyer charge in Spain and what cases do they handle?
A commercial lawyer has no official scale of fees: in Spain lawyers’ fees are freely agreed and professional associations are prohibited from publishing price scales. Each professional sets their own according to the matter, its complexity, the time it requires and what is at stake, normally using one of these arrangements: a fixed fee per assignment, an hourly rate or a monthly fee (a retainer, known as an iguala) for businesses. What you do have is the right to know in advance how the fees will be calculated and to ask for a written quote.
What a commercial lawyer is
A commercial lawyer (abogado mercantil) is the lawyer who specialises in the law governing business owners and companies: how companies are set up and organised, relations between shareholders and directors, contracts between businesses, competition, insolvency and the sale or restructuring of a business. They work with large companies as well as with SMEs, self-employed people (autónomos) and entrepreneurs who are just starting out.
Their work is above all preventive (drafting, reviewing, negotiating and advising before a decision is made), but also contentious: if the dispute reaches the courts, they are the one who defends the company or the shareholder in the commercial court (Juzgado de lo Mercantil) or before whichever court has jurisdiction.
What cases a commercial lawyer handles
The most common assignments can be grouped as follows:
- Setting up and changing the company: choosing the legal form, drafting articles of association, increasing or reducing capital, changing the registered office or corporate purpose, and converting, merging or demerging companies. If you are unsure which form to choose, the differences are set out in the guide to types of company in Spain.
- Shareholders and corporate bodies: shareholders’ agreements (pactos de socios), general meetings, challenges to resolutions, deadlocks, the entry of investors or the exit and withdrawal of a shareholder. We look at it in detail in what a company law lawyer does.
- Directors: their duties, their remuneration and their liability, which in some cases extends to their own assets.
- Commercial contracts: distribution, agency, franchise, supply, provision of services, confidentiality or general terms and conditions of sale.
- Sale and purchase of companies: prior review of the company (due diligence), negotiation and the contract for the sale and purchase of shares in an SL or an SA, or of the business.
- Debt recovery between businesses and defence in commercial litigation.
- Insolvency: negotiation with creditors, restructuring plans and insolvency proceedings (concurso de acreedores).
- Intangible assets: personal data and trade marks, which in many law firms are handled by the commercial department.
Commercial lawyer or business lawyer? What each one does
“Business lawyer”, “company lawyer” or “lawyer for businesses” (abogado empresarial, abogado de empresa, abogado para empresas) are not official specialisms: they are commercial ways of describing a lawyer who advises businesses. In practice it is usually a commercial lawyer who also coordinates other areas a business needs: employment, tax or data protection. What matters is not the name, but that they have experience in the type of matter that concerns you: drafting a shareholders’ agreement is not the same as defending a director in litigation or preparing an insolvency filing.
How much does a commercial lawyer charge? How fees are set
Since 2009, the Professional Associations Act (Ley de Colegios Profesionales) has prohibited professional associations from setting guideline scales or making any recommendation on fees. They can only draw up criteria for the purposes of the assessment of costs (tasación de costas) and fee-recovery proceedings (jura de cuentas), that is, for when a court has to assess what the party that loses a case must pay. That is why any “average” figure you see online is a third-party estimate, not a scale of fees.
The usual arrangements
| Arrangement | When it is used | What to watch |
|---|---|---|
| Fixed fee per assignment | Setting up a company, drafting a shareholders’ agreement or a contract, reviewing articles of association | Exactly what it includes and how many revisions or meetings it covers |
| Hourly rate | Negotiations, complex transactions or matters that are hard to predict | The hourly rate, the estimated hours and how often you are invoiced |
| Retainer (iguala) or monthly fee | SMEs that want to have a go-to lawyer for recurring enquiries | Which enquiries are covered by the fee and what is invoiced separately |
| Fixed plus variable | Some claims or sales and purchases of companies | How success is defined and on what amount it is calculated |
What the price depends on
- Complexity: a standard contract does not require the same as a transaction with several shareholders, investors or countries.
- What is at stake: the value of the transaction or the amount of the claim.
- Urgency and the time expected to be spent.
- Whether or not there is a court case: advice and court proceedings are quoted separately, and in litigation there are usually also the court representative (procurador), expert witnesses and other expenses.
- The experience and structure of the law firm.
VAT (IVA) has to be added to the fees, in general at the rate of 21%, along with the expenses that are not the lawyer’s: notary, Companies Registry (Registro Mercantil), official fees or the procurador. It is worth asking whether the quote includes them.
The quote and the engagement letter: what it should say
Ley Orgánica 5/2024, del Derecho de Defensa (the Right of Defence Act), gives anyone who hires a lawyer the right to receive clear information on how the fees will be set and to ask for the assignment to be put in writing in an engagement letter (hoja de encargo), with a prior quote for fees and expenses. Before you start, check that the document sets out:
- The specific matter being entrusted and what is left out.
- The fee arrangement, the amount or the rate and when it is paid (payment on account, milestones, monthly instalments).
- The separate expenses and who pays them up front.
- What happens if the matter becomes more complicated or ends up in court.
- How the engagement ends if you want to change lawyer.
Be wary of a fixed fee given without seeing the documents, and compare quotes by what they include, not just by the final amount.
When it is worth consulting one
Before signing an important contract, when setting up the business with other shareholders, if there is a dispute with a shareholder or a director, when you are going to buy or sell a business, or if the company is having trouble paying its creditors. In all those cases, an enquiry in good time usually works out cheaper than putting things right afterwards. If you are in any of them, you can tell a commercial lawyer about your case and we will put you in touch with an English-speaking specialist who will give you a quote before starting.
Frequently asked questions
Is there an official scale of fees for commercial lawyers in Spain?
No. Fees are freely agreed and bar associations cannot publish price scales; only guideline criteria for the assessment of costs and fee-recovery proceedings.
How much does a business lawyer charge?
The same as a commercial lawyer: there is no fixed scale. They may charge a fixed fee per assignment, an hourly rate or a monthly retainer, and the price depends on the matter. Always ask for the quote in writing.
What is a retainer (iguala) with a lawyer?
A regular fee, normally monthly, that entitles you to an agreed set of enquiries or services. It should state in writing what is covered by the fee and what is invoiced separately.
Can I ask for a quote before hiring a lawyer?
Yes. You can ask for the assignment to be put in writing in an engagement letter with a prior quote for fees and expenses, and compare several before deciding.
