How to Restructure a Corporate Group in Spain (2026): Step-by-step Guide

Group restructuring in Spain is governed by the Texto Refundido de la Ley Concursal (TRLC), as substantially reformed by Law 16/2022 of 5 September, which transposed Directive (EU) 2019/1023 and introduced the current restructuring plans (planes de reestructuración) regime with detailed rules on creditor classes, cramdown thresholds and cross-border recognition that govern multi-entity reorganisations. This guide sets out, in practitioner detail, how in-house counsel, restructuring advisers, insolvency practitioners and creditor committees can design, file and enforce a coordinated plan across a Spanish corporate group. It maps eligibility, provides a stepwise timeline and a “who does what” table, itemises the required documents, explains creditor-class design and intra-group claim treatment, and details enforcement across the European Union.

Throughout, the emphasis is on procedure and defensible documentation rather than commentary. Where Spanish practice remains unsettled, the guide flags practical options and risk trade-offs.

1. Overview, What is a group restructuring plan in Spain?

A group restructuring plan is a single, coordinated set of restructuring measures affecting two or more related companies within a corporate group, filed with the competent Spanish commercial court and subject to creditor voting and, where the statutory conditions are met, cramdown of dissenting classes. It is designed to avoid the value destruction of piecemeal, entity-by-entity enforcement and to align the treatment of secured, unsecured and intra-group claims across the perimeter. In a group restructuring Spain scenario, the objective is usually to preserve going-concern value while deleveraging the balance sheet through deferral, haircuts, debt-for-equity swaps or a combination of these tools.

Legal basis (TRLC and EU instruments)

The primary domestic source is the TRLC (Real Decreto Legislativo 1/2020), as reformed by Law 16/2022, which introduced Book Two, Title III on pre-insolvency restructuring plans. The Spanish framework transposes Directive (EU) 2019/1023 on preventive restructuring frameworks, which sets minimum standards on creditor classes, the “best-interest-of-creditors” test and cross-class cramdown. Cross-border coordination and recognition are governed principally by Regulation (EU) 2015/848 (the recast Insolvency Regulation), which distinguishes main proceedings from secondary proceedings and provides recognition mechanics across member states. It should be noted that pre-insolvency restructuring plans are not automatically included within the scope of Regulation (EU) 2015/848 unless notified in its Annex A; where they fall outside its scope, recognition abroad may need to be pursued under other mechanisms.

Together these instruments define both the domestic architecture of a group restructuring Spain process and its potential extraterritorial reach.

Typical commercial use cases

Group plans are most commonly used for coordinated refinancing of syndicated or bilateral facilities held at different entities, intra-group debt swaps to rationalise capital structure, and partial debt forgiveness combined with new-money injections. They differ from a single-company plan chiefly in scope: a group plan must reconcile competing creditor interests across entities, value and allocate intercompany claims, and demonstrate feasibility at both entity and consolidated level. The principal benefit is a synchronised cramdown and stay across the group; the principal limitation is that inclusion of non-Spanish affiliates may require parallel or supporting procedures in their home jurisdictions.

2. Eligibility, Which group companies can be included?

Not every entity in a corporate structure can, or should, be included in a single plan. Eligibility turns on corporate form, legal capacity, the entity’s financial position, and whether the debtor faces a likelihood of insolvency (probabilidad de insolvencia), imminent insolvency (insolvencia inminente) or actual insolvency (insolvencia actual) under the TRLC. The current framework permits coordinated treatment of group entities, but the practitioner must assess each company against the following checklist before deciding on the perimeter.

• Corporate form and capacity. The entity must be a legal person with capacity to propose and be bound by a plan under Spanish law.
• Financial trigger. Each included company should independently satisfy one of the statutory triggers (likelihood of insolvency, imminent or actual insolvency), inclusion cannot be purely for convenience.
• Feasibility at entity level. The plan must show a reasonable prospect of avoiding insolvency for each affected entity, not merely for the group as a whole.
• Cross-border affiliates. Non-Spanish subsidiaries may be coordinated with, but enforceability against them typically depends on recognition under the applicable EU or local rules or parallel local procedures.
• Minority protection. Where the plan affects shareholder rights, minority shareholder and affected-party protections must be observed and documented.

Entities excluded or specially treated

Regulated financial institutions, insurance undertakings and certain public-interest entities are generally subject to specialist resolution regimes rather than the general TRLC plan, and should be treated with care or excluded from the perimeter. Where a group contains a regulated entity, the practitioner should confirm the applicable sectoral resolution rules with the relevant supervisor before assuming that entity can be swept into a general group restructuring Spain plan.

Obtaining board and shareholder approvals

Each participating company should pass a board resolution authorising the filing and the proposed measures, and, where the plan affects share capital (for example a debt-for-equity conversion or capital reduction and increase), a shareholder resolution or, in appropriate cases, court confirmation of a plan that includes corporate measures notwithstanding the absence of shareholder approval, as provided under the TRLC. Practitioners should sequence these approvals early, missing or defective corporate authorisations are among the most common grounds for challenge.

3. Step-by-step process for a group restructuring in Spain

The following is the core procedure. Each step identifies who leads, the key documents produced, and the decision points. This group restructuring Spain workflow assumes a medium-complexity group; large or contested cases will extend several stages materially.

1. Early diagnostics and viability testing. The debtor board, external financial advisers and legal counsel assess solvency at entity and consolidated level, identify the statutory trigger, and confirm whether a plan is viable. Output: a preliminary viability memorandum and a decision to proceed.
2. Stakeholder mapping and creditor outreach. Debtor counsel and the restructuring lead map creditors entity-by-entity, identify secured positions and likely dissenting parties, and open preliminary dialogue with key creditors or a steering committee. Output: creditor map and negotiation strategy.
3. Drafting the group restructuring proposal. The debtor, financial advisers and legal counsel draft the consolidated proposal, the measures, affected entities, treatment of each claim category, new-money terms and the implementation timetable. Output: draft plan.
4. Intercompany claim valuation and negotiation. Financial advisers, forensic accountants and tax advisers value intra-group loans and balances and agree their proposed treatment (deferral, conversion, subordination). This runs in parallel with drafting. Output: intercompany valuation report and supporting agreements.
5. Formation of creditor classes and voting arrangements. Debtor counsel designs the creditor classes according to commonality of interest, and, where the plan seeks judicial confirmation, class formation may be subject to prior court confirmation on application. Output: class structure and ballot arrangements.
6. Filing the plan with the competent commercial court. Debtor counsel files the plan and mandatory annexes with the Juzgado de lo Mercantil for judicial confirmation (homologación). Output: court filing and case number.
7. Court review and protective measures. The court reviews the filing; a stay of individual enforcement actions (suspensión de ejecuciones) may be requested and granted for a statutory period while negotiations or confirmation proceed. Output: interim orders and any stay.
8. Creditor voting and cramdown. Classes vote in accordance with the applicable thresholds; where a class dissents, the court may confirm the plan through cross-class cramdown if the statutory thresholds and fairness and feasibility tests are met. Output: voting results and confirmation application.
9. Implementation and registration. The debtor executes the corporate acts, registers share and asset changes at the relevant registries, and gives effect to the agreed treatment. Output: registered corporate acts and completed measures.
10. Cross-border recognition and enforcement. Counsel in other affected jurisdictions pursue recognition under the applicable EU or local rules or parallel procedures, supported by certified translations and legal opinions. Output: recognised and enforceable plan across the perimeter.

Designing creditor classes

Class design is the analytical heart of any group restructuring Spain plan. Classes must group creditors by sufficient commonality of interest, typically distinguishing secured from unsecured, financial from trade, and public-law claims where relevant. In a group context the practitioner must decide whether to class creditors on a consolidated basis or per entity, and to justify that choice. Directive (EU) 2019/1023 requires that class formation be objective and that affected parties within a class be treated equally. Poorly reasoned classing is a leading ground for challenge, so the rationale should be documented contemporaneously. The TRLC allows the debtor to request prior confirmation of the class formation, which can reduce later litigation risk.

Valuing intra-group claims

Intercompany balances frequently distort the true creditor picture. Each intra-group claim must be identified, evidenced by the underlying loan documentation, and valued on a defensible basis. Under the TRLC, persons especially related to the debtor, which includes other group companies, hold claims that are treated as subordinated in insolvency and are generally subject to particular scrutiny and restrictions in a restructuring plan. The treatment options for intra-group debt should be modelled and compared, because the choice affects both the voting arithmetic and the fairness of the plan to third-party creditors. Where an intra-group claim is subordinated or converted, the analysis should be supported by independent valuation to withstand scrutiny.

For the mechanics of documenting these arrangements, specialist advice on intra-group debt documentation should be obtained.

Cramdown and objections

Where a class does not approve the plan, the court may still confirm it by cross-class cramdown, provided the statutory conditions are met, including that the plan has been approved by the requisite number of classes as required by the TRLC (for example, by a majority of classes provided at least one is a class of creditors with in-the-money security or ranking, or, alternatively, by at least one class that would receive some payment in a going-concern valuation), and that the “best-interest-of-creditors” and feasibility tests are satisfied. Dissenting creditors and shareholders retain the right to challenge the confirmation, and the practitioner should anticipate objections by documenting the valuation, the class rationale and the relative treatment of classes before filing.

Court hearing, confirmation and implementation mechanics

Following the vote, the court considers any challenges (impugnaciones), tests the plan against the statutory requirements and issues its confirmation order (auto de homologación). Once confirmed and (where required) not suspended, implementation proceeds: corporate acts are executed, capital structures amended, and changes registered at the Commercial Registry (Registro Mercantil) and, for real property, the Land Registry (Registro de la Propiedad). Only after these registrations are complete is the restructuring fully effective as against third parties.

4. Required documents

A complete and well-organised document bundle is the foundation of a defensible group restructuring Spain filing. Documents in foreign languages will generally require certified translation, and non-Spanish public documents used for cross-border recognition may require an apostille or other legalisation. The table below sets out the standard checklist.

Practitioners should assemble the bundle iteratively during Steps 3 and 4 rather than at the filing deadline, since valuation reports and creditor lists frequently drive amendments to the proposal itself.

5. Timeline and deadlines

The competent forum for a group restructuring Spain filing is the Juzgado de lo Mercantil (commercial court) with jurisdiction over the debtor’s centre of main interests. The TRLC sets the procedural framework for plan confirmation, notification to affected parties, the creditor voting arrangements, any stay of enforcement and the appeal window following confirmation. The exact calendar depends on the complexity of the perimeter and whether the plan is contested.

• Notification period. Affected creditors must be notified and given access to the plan and supporting materials before the vote.
• Voting. Classes vote in accordance with the majorities fixed by the TRLC; complex group votes should allow additional time.
• Stay of enforcement. Where granted, an interim stay protects the group during negotiation or confirmation, running for a limited, court-fixed period that may be extended within the statutory limits set by the TRLC.
• Confirmation. The court reviews the plan (and any challenges) and issues its confirmation order once the plan satisfies the statutory tests.
• Challenge / appeal. Affected parties may challenge or appeal the confirmation within the statutory deadline; such a challenge does not automatically suspend implementation.

For a medium-complexity group, a realistic elapsed time from filing to confirmation is in the region of two to four months, with implementation and registration adding a further one to three months. Cross-border recognition can extend the overall timescale substantially, as set out in the timeline table above.

6. Costs and fees

Spain does not impose heavy court charges for restructuring plans; the principal cost is professional advice. The main drivers are the number of entities in the perimeter, the volume of intercompany balances to value, and whether the plan is contested. The ranges below are indicative only and reflect medium to large group matters; actual costs vary widely and should be confirmed with advisers.

In practice the debtor group bears most costs, though the plan may allocate certain expert or committee costs across the estate. Where a restructuring expert (experto en la reestructuración) is appointed by the court under the TRLC, its remuneration is an additional cost. Advisers should agree fee structures and any success-fee triggers early, since disputed fees can complicate later stages of the process.

7. The current restructuring plans regime, practical impact

The restructuring plans regime introduced by Law 16/2022 aligned Spanish law with Directive (EU) 2019/1023 and reduced uncertainty in areas that had generated litigation under the previous refinancing-agreement framework. For group restructuring Spain practice, the most consequential features concern the rules on creditor classes, the articulation of cramdown thresholds (including cross-class cramdown), and the mechanics of court confirmation and challenge. The framework has improved predictability, but its precise application continues to be shaped by evolving commercial court and appellate practice, so practitioners should treat some points as still developing rather than settled.

A practical checklist for advisers working on group plans is as follows:

• Model creditor classes carefully. Set class boundaries against the commonality-of-interest rules and document the objective basis for each class; consider seeking prior court confirmation of the classes.
• Document the cramdown rationale. Where a cross-class cramdown is contemplated, prepare a contemporaneous record demonstrating that the statutory thresholds, best-interest test and feasibility conditions are satisfied.
• Prepare cross-border notice packets. Assemble certified translations, legal opinions and recognition applications early to avoid delay at the enforcement stage.
• Strengthen intra-group valuation evidence. Support the treatment of intercompany claims with independent valuation, mindful of the subordinated status of specially related persons.
• Sequence corporate approvals. Confirm board and shareholder authorisations in advance so that implementation is not stalled by a defective resolution.

8. Common pitfalls and how to avoid them

Most failed or delayed group plans trace back to a small set of avoidable errors. The following are the recurring pitfalls in group restructuring Spain matters, with mitigation guidance.

• Poor creditor mapping. Incomplete or inaccurate entity-level creditor lists undermine both notice and classing. Reconcile creditor data against the accounting records before filing.
• Under-valuing intra-group claims. Optimistic intercompany valuations distort the vote and invite challenge. Commission independent valuation and document the methodology.
• Inadequate corporate approvals. Missing or defective board or shareholder resolutions are a frequent ground for objection. Sequence and verify all approvals early.
• Insufficient feasibility evidence. A plan that cannot demonstrate viability at both entity and consolidated level will fail the statutory test. Build robust cash-flow projections and a clear viability report.
• Neglecting cross-border formalities. Missing translation, legalisation or recognition steps can render a plan unenforceable abroad. Prepare recognition packets in parallel with the domestic filing.
• Ignoring tax consequences. Debt forgiveness and conversion can trigger material tax effects. Quantify these in the feasibility model and engage tax advisers early.

Conclusion and next steps

A successful group restructuring Spain process depends on disciplined diagnostics, defensible creditor classing, robust intra-group valuation and early preparation of cross-border recognition. Under the current restructuring plans regime, advisers should model classes carefully, document their cramdown rationale and assemble recognition packets in parallel with the domestic filing. Given that practice continues to develop through court decisions, country-specific and up-to-date legal advice should be obtained before proceeding.

Sources

1. EUR-Lex: Directive (EU) 2019/1023 on preventive restructuring frameworks
2. EUR-Lex: Regulation (EU) 2015/848 (recast Insolvency Regulation)
3. BOE: Texto Refundido de la Ley Concursal (Real Decreto Legislativo 1/2020, consolidated text)
4. BOE: Ley 16/2022 (reform of the TRLC)
5. Ministerio de Justicia (Spain)
6. Consejo General de la Abogacía Española (Spanish Bar)
7. Tribunal de Justicia de la Unión Europea (CURIA)
8. European Commission, Company law and corporate governance