Industry

Buying or selling an industrial company: permits, workforce and environmental liability

Nextica Law & Tax supports the purchase and sale of industrial companies and plants with a team of lawyers and economists: due diligence on the site's environmental permit —the Catalan environmental prevention and control regime of Law 20/2009—, on supply contracts and the customer base, transfer of the workforce, quantification of environmental liabilities, and translating all of it into price, warranties and contract.

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In industry you do not buy a company: you buy a plant with a permit, with a workforce and with land underneath. All three can bring surprises.

What's included

1. Licence due diligence

current environmental authorisation for the activity, the conditions imposed, and whether any extension reopened it without being processed.

2. Reviewing the land and environmental liabilities

status reports, storage of substances, waste and liabilities that travel with the site.

3. Collective employment audit

applicable agreement, company-level pacts, real length of service, open litigation and Inspectorate files.

4. The state of the machinery and its markings, and of maintenance, finance lease and third-party tooling contracts.

5. Reviewing the contracts that sustain turnover

supply, distribution, exclusivity and change-of-control clauses.

6. Translating each finding into price, seller's warranty or condition precedent, with a holdback where the liability is quantifiable.

7. A first-ninety-days integration plan, with continuity of production and of certifications as the priority.

YOU DO NOT BUY A COMPANY: YOU BUY A PLANT WITH A LICENCE AND WITH LAND

The costliest findings in an industrial acquisition are not on the balance sheet, which is why they never appear if the due diligence is only financial.

Extending the activity without updating the environmental authorisation

the authorisation is granted for a specific activity and conditions, and increasing capacity or changing the process reopens it. Without it there is no plant worth what is being paid.

Law 20/2009 on environmental prevention and control of activities

Environmental liability in the land

it travels with the site and not with the company, so buying the asset does not avoid it. It is quantified with a technical report before signing and taken into price or warranties, not into a generic seller's statement.

Law 7/2022 on waste and contaminated soils

New obligations not declared by the seller

extended producer responsibility for packaging, the plastic packaging tax and the carbon border adjustment all generate accumulated liability even though nobody has assessed it.

RD 1055/2022, Law 7/2022 and Regulation (EU) 2023/956

Frequently asked questions

Is the environmental permit transferred with the company?

It depends on how the deal is structured. In a share purchase the permit holder remains the same company, so the permit continues; in an asset purchase a change of holder must be processed, and that procedure can reopen the permit's conditions. On top of that, an expansion or a substantial change of activity reopens it in either case. It is one of the first things we look at, because it drives the closing timetable.

What happens to the workforce when a plant is bought?

If what is transferred is a going business unit, business succession applies: the workforce passes to the buyer with their seniority, their collective agreement and their conditions, and both parties are jointly liable for outstanding employment debts for a period. That is why employment due diligence is not an annex: it is part of the price.

More frequently asked questions · DERECHO MERCANTIL

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