# Traspaso of a commercial premises: what it includes, what happens to the licence, and how to read it in a listing

> A traspaso is the sale of a tenant's position. The lease is assigned to you, often with fit-out, equipment and a licence moved by change of holder, for a one-off payment to the outgoing tenant, while rent continues to the landlord. Under LAU article 32, unless the contract says otherwise, no landlord consent is needed, but rent may rise 20%.

Updated 10 October 2026 · Casafari · https://expansion.casafari.com/en-ES/guides/traspaso/

## What a traspaso is (and is not)

In everyday Spanish, a traspaso is the transfer of a tenant's position in a commercial lease to a new tenant, in exchange for a payment to the outgoing tenant.

Its current legal name is cesión del contrato de arrendamiento (assignment of the lease). It is regulated by article 32 of the [Ley de Arrendamientos Urbanos (LAU, Ley 29/1994)](https://www.boe.es/buscar/pdf/1994/BOE-A-1994-26003-consolidado.pdf). The word 'traspaso' comes from the 1964 LAU and survives in listings and in everyday speech.

A traspaso is not a purchase of the property. The landlord (arrendador) remains the owner and keeps receiving the rent (renta). You become the tenant (arrendatario) under the existing contract.

- Traspaso de local: you take over the lease plus the fit-out and installations.
- Traspaso de negocio: you take over the going concern, which can add staff, stock, brand and client base (the fondo de comercio, or goodwill).
- Subarriendo (sublet): the original tenant keeps the lease and lets you occupy all or part of the premises. It is a different arrangement under the same article.

## What is normally included

What a traspaso includes depends on the agreement with the outgoing tenant. The usual elements are listed below. Ask for each one in writing, because a listing rarely states all of them.

Tax treatment of the traspaso payment (IVA, ITP or income tax) is outside the scope of this guide; ask your adviser.

- The existing lease: remaining term, rent, deposit (fianza), rent-update clauses and the rest of its terms.
- Fit-out and installations: extraction duct (salida de humos), kitchen, air conditioning, lighting. An itemised inventory (inventario de maquinaria) should list what stays.
- The activity licence (licencia de actividad) or declaración responsable (a sworn statement filed with the council). It passes to you through a change of holder (cambio de titularidad) only if the activity and the premises do not change.
- Sometimes stock, staff taken over under subrogación de plantilla (the new employer takes on existing employment contracts), and phone or energy supply contracts.

## The rules in the LAU (Ley 29/1994)

Article 32 of the LAU sets the default rules for premises used for a business or professional activity. The contract can change these defaults, so read the lease before relying on them.

- Art. 32.1: where a business or professional activity is carried out in the premises, the tenant may sublet or assign the lease without the landlord's consent.
- Art. 32.2: the landlord may raise the rent by 10% for a partial sublet and by 20% for an assignment or a full sublet.
- Art. 32.3: a merger, transformation or split of the tenant company is not an assignment, but the landlord keeps the right to the rent increase.
- Art. 32.4: the assignment or sublet must be notified reliably to the landlord within one month.
- Leases signed before 9 May 1985: under the third transitional provision (Disposición transitoria tercera), these keep the 1964 text, which has its own traspaso and duration rules. Have such a lease reviewed by a lawyer.

## The licence in a traspaso: Madrid and Barcelona

A licence is issued for an activity in specific premises and has a named holder. When you take over the premises, the holder must be changed with the council. The licence does not transfer automatically.

In Madrid, the [change of holder of a licence or declaración responsable](https://sede.madrid.es/portal/site/tramites/menuitem.62876cb64654a55e2dbd7003a8a409a0/?vgnextoid=b730b6fb35a15710VgnVCM1000001d4a900aRCRD&vgnextchannel=37f637c190180210VgnVCM100000c90da8c0RCRD&vgnextfmt=pd) is a communication to the council. Three conditions apply:

- the authorised conditions must not change;
- the urban action must not change;
- the previous licence must have been granted, or the declaración responsable completed.

The council then updates the Censo de Locales, its register of premises. Under [Ordenanza 6/2022, article 9.2](https://www.bocm.es/boletin/CM_Orden_BOCM/2022/05/17/BOCM-20220517-58.PDF), permits for activities remain in effect indefinitely while their requirements are maintained. See our guide to the [declaración responsable in Madrid](https://expansion.casafari.com/en-ES/guides/declaracion-responsable-madrid/).

In [Barcelona](https://expansion.casafari.com/en-ES/barcelona/), the change of holder is the online procedure [Canvi de titular d'un permís d'activitats i de terrasses](https://seuelectronica.ajuntament.barcelona.cat/oficinavirtual/ca/tramit/20220001569). After a traspàs, the new holder keeps the terrace's transitional conditions, provided nothing is modified.

- If your format changes the activity, for example from a bar to a restaurant with a kitchen, a new licensing procedure applies, not a change of holder.
- Check that the activity on the existing licence matches your format. Our guide to [licence categories C1, C2 and C3](https://expansion.casafari.com/en-ES/guides/licence-c1-c2-c3-barcelona/) explains the difference.
- Rules vary by municipality and change over time. Outside Madrid and Barcelona, ask the local council.

## How to read a traspaso in a listing

Listings use a few recurring phrases. Each tells you something, but none replaces the documents.

Several things are often missing: the lease end date, the rent-update clause, who holds the licence and whether there are debts. If a listing does not mention these, it is silent on them; that is not proof of a problem.

Claro reads the listing text and marks 'traspaso' met, not met or not stated, showing the sentence it relied on. It does not value the fit-out or verify the licence. The same approach applies to related criteria, such as a [food-service licence](https://expansion.casafari.com/en-ES/guides/food-service-licence/) or a smoke outlet.

- 'Traspaso' as the operation type: the listing offers the tenant's position, not the property.
- 'Traspaso + alquiler' (traspaso más alquiler): a one-off traspaso price plus the monthly rent.
- 'Con licencia de ...' or 'licencia en vigor' (licence in force): the listing states a licence. You still need to check the document and its holder.
- 'Contrato hasta ...': the lease end date, when the listing gives one.
- 'Incluye maquinaria': equipment is included. Ask for the inventory.

## Traspaso or empty rental: how expansion teams decide

The trade-off is speed and a licence in place against capital tied up and a layout designed for someone else.

State whether your roll-out accepts traspasos in your [expansion brief](https://expansion.casafari.com/en-ES/guides/expansion-brief/), so every premises is checked against it.

- Traspaso: faster opening if the activity matches, existing installations, and a licence that can pass by change of holder. Against that: a one-off payment and inherited lease terms.
- Empty rental: a new lease negotiated with the landlord and a layout built to your standard. Against that: the cost of the fit-out and a new licensing procedure.
- Restricted areas: some areas limit new food-service licences, such as Madrid's [ZPAE (special acoustic protection zones)](https://expansion.casafari.com/en-ES/guides/zpae-madrid/) or areas covered by Barcelona's plans d'usos (usage plans). There, a traspaso may be the only route; check the current rules for the street.
- Due diligence before paying: the lease, the licence document and its holder, inspection records, community rules (estatutos de la comunidad), debts and the inventory.

## Check with a lawyer and the council

This guide summarises article 32 of the LAU and the change-of-holder procedures published by the Madrid and Barcelona city councils.

The wording of the contract overrides the default LAU rules on assignment. Municipal rules vary and change.

Before paying a traspaso, check with the city council or a qualified professional. This is a guide, not legal advice.

_Rules on activities and installations vary by municipality and change over time. This page is general information, not legal advice; check with the city council or a qualified adviser._

## Example brief

> Bar or café premises in Barcelona, Gràcia or Eixample, 60–120 m², ground floor, traspaso accepted, listing states a licence (C2 or C3) and a smoke outlet, footfall above 10,000 people a day within a five-minute walk.

https://expansion.casafari.com/en-ES/?q=Bar%20or%20caf%C3%A9%20premises%20in%20Barcelona%2C%20Gr%C3%A0cia%20or%20Eixample%2C%2060%E2%80%93120%20m%C2%B2%2C%20ground%20floor%2C%20traspaso%20accepted%2C%20listing%20states%20a%20licence%20(C2%20or%20C3)%20and%20a%20smoke%20outlet%2C%20footfall%20above%2010%2C000%20people%20a%20day%20within%20a%20five-minute%20walk.

## Questions

### Does the landlord have to approve a traspaso?

By default, no. LAU article 32.1 lets the tenant of business premises assign the lease without the landlord's consent, but the contract can restrict or forbid this, so read it first. The tenant must notify the landlord reliably within one month, and the landlord may raise the rent by 20%.

### Is the licence included in a traspaso?

Usually, but not automatically. The new operator files a change of holder with the council, which works only if the activity and the authorised conditions stay the same. In Madrid, the previous licence must be granted or the declaración responsable completed. Ask for the licence document and check its holder and activity before paying.

### What is the difference between traspaso and alquiler?

With an alquiler (rental), you sign a new lease with the landlord for empty or as-is premises and pay nothing to a previous tenant. With a traspaso, you take over an existing lease and pay the outgoing tenant for the position, the fit-out and, where one exists, the licence. Rent continues under the inherited terms.

### Traspaso de local or traspaso de negocio: what is the difference?

A traspaso de local transfers the lease and the installations: the space, fit-out and equipment. A traspaso de negocio also transfers the going concern, which can include staff (subrogación de plantilla), stock, brand and client base. The second involves more to check, so the inventory and contracts need closer review.

### How does Claro handle 'traspaso' in a brief?

If your brief says 'no traspaso' or 'traspaso accepted', Claro reads each listing's own words and marks the criterion met, not met or not stated, quoting the sentence it relied on. It never guesses from price fields or photos. It does not value the fit-out or verify the licence; that stays with your due diligence.

## Run your brief, traspaso included

Describe the premises you need and say whether you accept traspasos. Claro checks each listing against every criterion and returns a met, not met or not stated verdict, with the listing's own sentence behind it. Run the one free search on the homepage; no sign-up needed. https://expansion.casafari.com/en-ES/#search

## Read next

- [Licence C1, C2 and C3 in Barcelona: what each class allows and how listings mention them](https://expansion.casafari.com/en-ES/guides/licence-c1-c2-c3-barcelona/)
- [What a food-service licence (licencia de restauración) is and how to check it in a listing](https://expansion.casafari.com/en-ES/guides/food-service-licence/)
- [Declaración responsable or licencia de actividad in Madrid (Ordenanza 6/2022, ECUs): which applies to your premises](https://expansion.casafari.com/en-ES/guides/declaracion-responsable-madrid/)
- [ZPAE in Madrid (zonas de protección acústica especial): where they limit opening bars and restaurants](https://expansion.casafari.com/en-ES/guides/zpae-madrid/)
- [Commercial premises in Madrid: the agencies' listings Claro holds, checked against your brief](https://expansion.casafari.com/en-ES/madrid/)
- [Commercial premises in Barcelona: the agencies' listings Claro holds, checked against your brief](https://expansion.casafari.com/en-ES/barcelona/)