We determine the value of your company, a business or a shareholding using a recognised methodology, verified assumptions and a report that can be defended before shareholders, buyers or the courts.
Reviewed by Controlaudit's audit team · Firm registered with the ROAC under no. S1604 · Updated 13 October 2026
Valuing a company is not a matter of applying a formula. It means estimating what a business is worth at a specific date, for a specific purpose, based on its ability to generate cash, its risk and what the market pays for comparable companies. The result is a reasoned value range, together with the assumptions that support it, which can be used to negotiate, to make decisions or to substantiate the value before a third party.
At Controlaudit we prepare independent, objective valuations of companies, businesses and business assets. We start from realistic financial projections, which we analyse or develop with the company's management to ensure consistency between the business strategy and the economic scenarios. On that basis we apply the methods most widely recognised in professional practice, with particular emphasis on discounted cash flow, which we cross-check against multiples of listed companies and comparable transactions. Where the nature of the business makes it advisable, for example in asset-holding companies or companies with recurring losses, we also use methods based on adjusted net assets.
A valuation is useful if it withstands review by a third party: the buyer, the dissenting shareholder, the authorities or the judge. That is why we document our sources, explain each assumption and present sensitivity analyses showing how the value changes if the key variables change.
There is no single rule governing how to value a company, but several laws require fair value and the involvement of an independent expert in specific situations.
On the withdrawal and exclusion of shareholders, art. 353 of the Spanish Companies Act provides that, failing agreement between the company and the shareholder on fair value or on who should value the shares and how, the shares will be valued by an independent expert appointed by the commercial registrar for the company's registered office. If the shares are listed on an official secondary market, the redemption value is the average market price for the last quarter. Under art. 354, the expert may obtain from the company all the information considered useful and must issue the report within a maximum of two months of appointment, serve it through a notary and file a copy with the Companies Register. Art. 355 provides that the expert's fees are borne by the company, with a specific rule for cases of exclusion.
The statutory grounds for withdrawal are set out in art. 346 (for example, replacement or substantial modification of the corporate purpose or extension of the company's term) and art. 348 bis (failure to distribute dividends under the conditions it lays down), among others. The grounds for excluding a shareholder from a private limited company are governed by art. 350.
On the transfer of shares in a private limited company where the articles of association are silent, if the transfer is for consideration other than a sale or is gratuitous and the parties do not agree on the price, art. 107.2.d) defines fair value as the value determined by an independent expert, other than the company's auditor, appointed by the directors.
In litigation, the valuation is submitted as an expert report under the Spanish Civil Procedure Act (Ley de Enjuiciamiento Civil) (see expert evidence). If we are the company's auditors, before accepting any valuation we analyse the incompatibilities under the Spanish Audit Act (Law 22/2015, arts. 14 to 16), and we do not accept engagements that would compromise our independence.
| Situation | Rule | What it means |
|---|---|---|
| Shareholder withdrawal without agreement on value | Arts. 346, 348 bis and 353 LSC | Fair value set by an independent expert appointed by the commercial registrar. |
| Exclusion of a shareholder from a private limited company | Arts. 350, 353 and 355 LSC | Valuation by an independent expert; the company may deduct the proportional share of the expert's fees from the redemption amount. |
| Independent expert's report | Art. 354 LSC | Access to the company's information and report within a maximum of two months of appointment, served through a notary. |
| Transfer of shares in an S.L. that is gratuitous or other than a sale | Art. 107.2.d) LSC | Failing agreement, fair value set by an independent expert other than the company's auditor. |
| Value disputed in litigation | Arts. 335 et seq. Civil Procedure Act | The valuation is submitted as an expert report and the expert may appear at trial. |
Projection of the business's free cash flows and discounting at a rate that reflects its risk, with terminal value and sensitivity analysis of the key variables.
Cross-check against multiples of listed companies and comparable transactions, adjusted for size, sector and liquidity, as the main method or as a cross-check.
Value of net assets adjusted to the market value of assets and liabilities, suitable for asset-holding companies, holding companies or companies in liquidation.
Fair value in shareholder withdrawal or exclusion, share transfers, mergers and divisions (exchange ratio) and contributions to other companies.
Succession planning, division of inheritances and ownership reorganisations, with a value that every family member can understand.
Defensible valuation reports in court or arbitration proceedings and in restructuring processes or sales of business units.
We define why the value is needed, at what date, what is being valued (company, business, shareholding) and who will use the report. Independence review before acceptance.
Study of the accounts for recent years, normalisation of earnings and interviews with management on the market, customers and competition. Indicative timing: 1 to 2 weeks.
Review or preparation, together with management, of the financial projections, and testing of their assumptions against sector and market data.
Calculation using the methods appropriate to the purpose, cross-checking between them and sensitivity analysis to establish a reasoned value range.
Issue of the valuation report and, if required, presentation to shareholders, buyers, the notary, the registry or the court, and ratification of the report.
It depends on the business and the purpose. For going concerns that generate cash, discounted cash flow is the benchmark method, cross-checked against market multiples. For asset-holding companies or those with recurring losses, methods based on adjusted net assets are usually more appropriate.
It is the value the Spanish Companies Act uses to repay a shareholder who withdraws or is excluded. If the company and the shareholder cannot agree on the value or on who should calculate it, it is set by an independent expert appointed by the commercial registrar for the company’s registered office (art. 353 LSC).
Art. 354 of the Spanish Companies Act sets a maximum of two months from appointment for issuing the report, which is served through a notary on the company and the shareholders concerned and filed with the Companies Register.
The company, under art. 355 of the Spanish Companies Act. In cases of exclusion, the company may deduct from the amount to be repaid to the excluded shareholder the portion of the fees proportional to that shareholder’s interest in the share capital.
The law expressly rules this out in certain cases, such as the transfer of shares under art. 107.2.d) of the Spanish Companies Act, which requires an expert other than the auditor. As a general rule, if we are the company’s auditors, we analyse the incompatibilities under the Spanish Audit Act before accepting the engagement.
Yes, as a basis for dividing the estate among the heirs and for succession planning. The tax effects are governed by the applicable tax legislation, so the valuation should be coordinated with the family’s tax adviser.
Yes. The valuation can be submitted as an expert report with the statement of claim or the defence, in accordance with the Spanish Civil Procedure Act, and the expert can appear at trial to explain it and answer questions from the parties and the court.
Legislation cited on this page, linked to its official text:
General information updated on 13/10/2026. It is not a substitute for an analysis of your specific case.
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