Partnership agreement in Spain: Template, Key Clauses and Local Law (2026)

What a partnership is under Spanish law Spain offers several ways for two or more people to run a business together without forming a capital company (an SL or SA). The main partnership-type forms are: - Sociedad civil: the civil partnership under the Civil Code (Articles 1665 and following). Partners contribute money, assets or work and share profits. It has legal personality provided its agreements are not kept secret.

• Comunidad de bienes (CB): a community of property, where co-owners exploit a shared asset or business together. It is simpler but is a co-ownership rather than a true company.
• Sociedad colectiva: the general commercial partnership under the Commercial Code, where all partners are jointly and unlimitedly liable for the company's debts. It is less common today but still available. For most small ventures the choice is between a sociedad civil and a comunidad de bienes; the sociedad colectiva is the commercial partnership for traders. ## What Spanish law requires A sociedad civil can be formed by a simple contract. Under Article 1667 of the Civil Code, no special form is required to create a sociedad civil, unless real estate or real rights are contributed, in which case a public deed (escritura publica) is needed. Under Article 1669, the sociedad civil has legal personality as long as the partners' agreements are not secret. A private written contract is the normal and advisable practice. There is generally no mercantile registration for a sociedad civil or a comunidad de bienes. Spanish case law and the tax authority confirm that the system does not require sociedades civiles to be entered in any registry. A comunidad de bienes is likewise generally not registered in the Commercial Register (Registro Mercantil). The sociedad colectiva, being a commercial company, is constituted by public deed and registered in the Registro Mercantil. Tax identity (NIF/CIF) and recognition matter. To operate and invoice, a sociedad civil or comunidad de bienes needs a tax identification number and must be declared to the tax agency, usually through a public deed or a private document setting out contributions and shares. Since 1 January 2016, a sociedad civil with a commercial purpose is subject to corporate income tax (Impuesto sobre Sociedades) rather than personal income tax allocation. Liability is personal. In a sociedad civil, partners answer for the debts of the partnership with their personal assets, usually in proportion to their share, and the partnership's own assets are primary. In a sociedad colectiva all partners are jointly and unlimitedly liable. This personal exposure is the main reason many ventures choose an SL (limited company) instead. ## The clauses that differ under Spanish law - No secrecy (sociedad civil): to keep legal personality, the partnership's existence and agreements must not be secret. Draft openly and declare the entity for tax.
• Public deed for real estate: if a partner contributes land or real rights, the contract must be in a public deed before a notary.
• Management (administracion): by default each partner may manage, but the contract usually names managing partners and sets their powers.
• Profit and loss shares: set the ratio; the Civil Code default (in proportion to contributions) applies only if you are silent, and a partner who contributes only work is treated specially.
• Liability proportion: state how debts are shared internally, even though creditors can still reach personal assets. ## A usable template (adapt with advice) This is a skeleton for a sociedad civil. Replace every [bracketed] field. It is not legal advice. ``` SOCIEDAD CIVIL CONTRACT 1. Parties: [name, ID (DNI/NIE), address of each partner].

2. Name: The partnership is called [name] Sociedad Civil.
3. Purpose (objeto): [describe the activity].
4. Registered address: [address].
5. Duration: [indefinite / until date], starting on [date].
6. Contributions: [Partner A] contributes EUR [amount] / [asset] / work as [role]; [Partner B] contributes [...].
7. Shares: Participation is [Partner A: X percent; Partner B: Y percent].
8. Management: The partnership is managed by [named partner(s)], who may act up to EUR [amount]; above that, [all / a majority of] partners must agree.
9. Profit and loss: Shared [ratio]; a partner contributing only work shares profit as [agreed] and, unless agreed otherwise, does not bear losses beyond their work.
10. Decisions: Ordinary decisions by [majority]; the following need unanimity: admitting a partner, changing the purpose, [others].
11. Admission and transfer: A share may be transferred only with [unanimous] consent.
12. Withdrawal, death: On these events, [continuation terms and payout method].
13. Accounts: Kept annually; each partner may inspect them.
14. Dissolution and liquidation: [terms].
15. Disputes: [the competent Spanish court / arbitration].
16. Governing law: Spanish law. Signed at [place] on [date] by all partners. [If real estate is contributed, execute as a public deed before a notary.]

- **Clause 6 and 9 (contributions and shares)**: record what each partner brings, including work, and set the profit split. A partner who contributes only labour (socio industrial) is treated specially on losses, so be explicit.
- **Clause 8 (management)**: set who manages and up to what value, to avoid the Civil Code default where every partner can act alone.
- **Clause 11 and 12 (transfer and exit)**: a partnership built on personal trust should control who can join and how a partner leaves and is paid. ## Red flags - Running a business as an informal comunidad de bienes when the real exposure calls for an SL (limited company).
- Keeping the sociedad civil secret, which strips it of legal personality.
- Contributing real estate without the required public deed.
- No clause on exit, death or how a leaving partner is paid.
- Silence on profit and loss shares, so the Civil Code default applies by surprise.
- Forgetting that a commercial-purpose sociedad civil pays corporate income tax since 2016.
- Assuming a comunidad de bienes limits liability; it does not, and co-owners answer personally for the shared business. One practical point often decides which form to use. A sociedad civil and a comunidad de bienes are cheap and quick to set up and suit a low-risk venture between people who trust each other. But neither protects personal assets, and both expose every partner to the full business risk. Once the activity carries real liability, takes on employees, or needs outside investment, most advisers steer the founders to a sociedad limitada (SL), the private limited company, which caps liability at the capital contributed and is registered in the Registro Mercantil. Choosing the partnership form should be a deliberate decision about risk, not just the path of least paperwork. ## One workspace for the agreement and what follows A partnership contract is only the beginning. A partner leaves and the payout clause has to be read, a share transfer needs unanimous consent, the tax declaration and corporate income tax filings fall due, a new asset is contributed and may need a public deed. Normally the contract sits in one folder, the tax filings in another, and the obligations in a partner's memory. When the question comes, nobody can find the clause. This is what an AI contract workspace is for: drafting the contract, reading it back in plain language, tracking the dates and filings that flow from it, and keeping every version tied to the partners. [Adira](https://adiralaw.com) is built around Indian corporate law first, and depth for Spain is on its roadmap rather than live today, so a Spanish sociedad civil, comunidad de bienes or sociedad colectiva still needs a Spanish lawyer (abogado) or notary. The idea worth keeping is modest: the contract and the work that follows it belong in one place, not scattered across folders and memory. This guide is general information, not legal advice. Confirm the current position with a Spanish lawyer or notary before you sign.