The death of a partner raises two questions at once in any Spanish limited company (SL): who keeps their shares and whether or not their heirs join the company. The law gives a default answer, but the articles of association can change it. We explain how it works in 2026 and what you should review.
Death of a partner: the heirs become partners
Article 110 of the Spanish Capital Companies Act (Ley de Sociedades de Capital) makes it clear: acquiring shares through inheritance gives the heir or legatee the status of partner. In other words, after the death of a partner, their heirs join the SL with the same rights the deceased had.
If the articles of association say nothing about this situation, this is the rule that applies, full stop.
What the articles of association can provide for on the death of a partner
The law itself leaves room for the partners. The articles of association can establish a right of acquisition over the deceased partner’s shares in favour of the surviving partners and, failing them, in favour of the company.
If that clause exists and is exercised, the heirs do not join the company: instead, they receive the value of the shares. It’s the way to prevent the death of a partner from changing who sits at the general meeting without anyone having decided it.
Fair value, cash payment and a 3-month deadline
When the articles of association include that right of acquisition in the event of the death of a partner, the law sets the conditions:
- The shares are valued at the fair value they had on the day of death.
- The price is paid in cash.
- The valuation follows the rules laid down for the withdrawal of partners: if there’s no agreement on the value, or on who calculates it, it is set by an independent expert appointed by the Commercial Registrar of the registered office.
- The right of acquisition must be exercised within a maximum of 3 months from the date the company is notified of the inheritance.
That valuation procedure is the same one we explain in our article on the partner’s right of withdrawal, where we detail the expert’s role and the deadlines for their report.
Several heirs, one voice before the company
It’s common for the shares to end up in the hands of several heirs at once. For these cases of co-ownership, Article 126 requires a single person to be appointed to exercise the partner’s rights. In addition, the co-owners are jointly and severally liable to the company for the obligations arising from that status.
Agreeing on who represents the estate is therefore one of the first steps after the death of a partner.
Notify the company and record it in the register of partners
The company only regards as a partner whoever is entered in the register of partners, and whoever acquires shares can exercise their rights from the moment the company becomes aware of the transfer. That’s why it’s advisable to notify the death of a partner as soon as possible and provide the inheritance documents so that the change of holder can be recorded.
That notification has one more effect: if the articles of association provide for the right of acquisition, it is what starts the 3-month period.
Review your articles of association before you need to
What will happen on the death of a partner is better decided now, with all the partners around the table, than later, with a grieving family and a company that has to keep running. Some recommendations:
- Look in your articles of association for the clause on the transfer of shares upon death. If there isn’t one, the general rule applies.
- Check that what they say truly reflects what the partners want today, not what was signed when the company was set up.
- If you’d rather the heirs didn’t join, the right of acquisition has to be included in the articles of association.
- Keep the register of partners up to date so there’s no doubt about who holds each share.
Tecem Abogados reviews your articles of association in Málaga
At Tecem Abogados we review your SL’s articles of association with you to check what would happen on the death of a partner and, if needed, we propose the changes that reflect what you really want. We also support the heirs and the company when the situation has already arisen.
Frequently asked questions about the death of a partner
Is there any point in changing the articles of association after the death of a partner?
Not for those shares. Article 111 establishes that the applicable transfer regime is the one in force on the date of the partner’s death, so a clause approved afterwards does not apply to them.
What happens if the 3 months pass and nobody exercises the right of acquisition?
The law sets it as a maximum period. If it expires without the partners or the company exercising it, the general rule stands and the heirs keep their status as partners.
Does it work the same way in a public limited company (SA)?
No. In an SA, restrictions in the articles on the transfer of shares only apply to acquisitions upon death if the articles expressly say so. To refuse registration, the company must offer the heir a buyer or buy the shares itself at their fair value (Article 124).