{"id":3583,"date":"2026-11-06T18:01:14","date_gmt":"2026-11-06T17:01:14","guid":{"rendered":"https:\/\/tecemabogados.com\/?p=3583"},"modified":"2026-11-06T18:01:14","modified_gmt":"2026-11-06T17:01:14","slug":"death-of-a-partner","status":"publish","type":"post","link":"https:\/\/tecemabogados.com\/en\/death-of-a-partner\/","title":{"rendered":"Death of a partner: what happens to their shares in an SL"},"content":{"rendered":"

The death of a partner<\/strong> 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.<\/p>\n

Death of a partner: the heirs become partners<\/h2>\n

Article 110 of the Spanish Capital Companies Act (Ley de Sociedades de Capital)<\/a> 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.<\/p>\n

If the articles of association say nothing about this situation, this is the rule that applies, full stop.<\/p>\n

What the articles of association can provide for on the death of a partner<\/h2>\n

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.<\/p>\n

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.<\/p>\n

Fair value, cash payment and a 3-month deadline<\/h2>\n

When the articles of association include that right of acquisition in the event of the death of a partner, the law sets the conditions:<\/p>\n