Spanish shareholders' agreement (pacto de socios)

What it is and when it is used

A pacto de socios (a shareholders' agreement outside the articles) is signed by the partners of a Spanish S.L. that has been or is about to be incorporated. It supplements the articles with rules the partners want between themselves: share split and vesting, time commitment, intellectual property, the management body, voting majorities, non-compete, confidentiality, transfers and exit. According to the catalogue, the current version also covers voting structure (plural-vote participaciones under article 188.1 LSC, vote syndication, non-voting participaciones), reserved matters, anti-dilution, profit distribution, deadlock, enforcement tools (penalty clause, call option, ancillary obligation with exclusion) and the term of the pacto.

Who signs it and in which role

Socio A and Socio B (the partners, usually the founders) sign it. The options show which position favours each of them: broadly, Socio A seeks more control and protection for the company, Socio B more individual flexibility.

Key clauses

Shares and vesting

Equal, contribution-based or role-weighted split. Vesting over four years with a one-year cliff, three years with a six-month cliff, two years with no cliff, or by milestones; acceleration on a change of control can be none, single, double or partial.

Commitment, roles and intellectual property

Full-time and exclusive, full-time non-exclusive, or part-time with a transition. Roles as joint and several directors (administradores solidarios), a managing director (consejero delegado) with a board, or a functional split. Intellectual property can be fully assigned, assigned with a licence back, or limited to work product; prior inventions can be disclosed and licensed, disclosed only, or left undisclosed.

Management body and majorities

Joint directors (mancomunados), a rotating sole director, or a board of directors. Simple majority, two-thirds for reserved matters, unanimity for key matters, or a three-tier system.

Non-compete and confidentiality

A strict two-year or moderate one-year non-compete (both with compensation), or one limited to the period of involvement. Confidentiality can be perpetual, three years after exit, or limited to trade secrets under Law 1/2019.

Leavers and transfers

Good leaver and bad leaver pricing; a three-year lock-up, right of first refusal or board consent; tag-along and drag-along rights.

Disputes

Madrid courts, arbitration at the Madrid Court of Arbitration, or mediation (Law 5/2012) followed by arbitration or courts.

What the two sides usually negotiate

When the partners disagree, Dealroom proposes the balanced options: equal split, four-year vesting with a one-year cliff, double-trigger acceleration, full-time non-exclusive commitment, solidarios or mancomunados directors, a two-thirds or tiered majority, three-year confidentiality, moderate leaver terms (a bad leaver sells at 50% of market value), a right of first refusal, and mediation followed by arbitration. A strict non-compete, a 75% drag-along and nominal-value bad leaver terms favour Socio A; two-year vesting with no cliff, single-trigger acceleration and no drag-along favour Socio B. Each proposal is weighted by how firmly each side holds its position.

Jurisdictions and languages Dealroom supports for it

This agreement is drafted under Spanish law only, in Spanish or English. It is governed by the Ley de Sociedades de Capital, the Civil Code and the Commercial Code, with disputes before the courts of the registered office and the option of prior mediation or arbitration. For companies in California or England and Wales, use the shareholders agreement.

Common mistakes

• Assuming the pacto binds the company. Only terms included in the articles can be relied on against the company.
• Vesting with no mechanism. It needs a call option or forced transfer obligation.
• No express IP assignment. Founders who are self-employed or directors need an explicit assignment.
• Undisclosed prior inventions. Clear records prevent disputes in investor due diligence.
• Non-competes without compensation or proportion. Courts assess scope, duration and compensation.
• Drag-along without price protection. Spanish courts have upheld drag-along clauses that include fair price protections.

# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/PACTO_SOCIOS \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "PACTO_SOCIOS",
    "governingLaw": "SPAIN",
    "language": "en",
    "dealName": "Example PACTO_SOCIOS",
    "selectionPolicy": "defaults"
  }'