In Spain, family businesses are the backbone of our economy: more than 1.1 million companies representing 92% of the business fabric and generating 70% of private employment. With such significant figures, any restructuring process in this sector has a fundamental impact not only on the business families themselves, but on society as a whole.
However, the reality is stark: only 29.3% of family businesses manage to survive at least one generational change, and barely 1.2% reach the third generation. Recent cases such as Celsa, Naviera Armas and Rator remind us that poor planning can lead to loss of family control, destructive conflicts and erosion of business value.
Anticipating restructuring is a necessity if you want to protect the value, continuity and legacy of your company, as we have also explained in our video podcast. This list will help you prepare for an orderly, efficient restructuring with control over the process.
1. Analyse your financial situation objectively
Before making any structural changes, you need a complete, unfiltered financial overview. Review your current liquidity, debt levels, operating cash flow and profit margins. Do not settle for the data you already know: request independent analyses that include optimistic, realistic and pessimistic projections.
Practical tip: Prepare an up-to-date financial dossier that you can present to potential investors, partners or financial institutions. In 2023, 43% of mergers and acquisitions in Spain involved family businesses, demonstrating the constant activity in this sector.
Checkpoint: Are you clear about your self-financing capacity for the next 24 months?
2. Assess the corporate and governance structure
Your current structure may be a legacy of the past, not the solution for the future. Review whether the share distribution, shareholder agreements and family protocols are aligned with your current objectives. Many family businesses have complex structures that hinder agile decision-making.
Practical tip: Map out who has real decision-making power, who can block operations, and what mechanisms exist to resolve conflicts. If there is no up-to-date family protocol, developing one should be a priority.
Checkpoint: Does the current structure facilitate or complicate the strategic decisions you need to make?
3. Prepare a tax assessment prior to any changes
Tax surprises can ruin even the best restructuring. Anticipating this means identifying potential hidden capital gains, optimising asset transfers and assessing the tax implications of mergers, spin-offs or changes of control. A poorly executed spin-off can generate unnecessary tax costs that compromise the entire operation.
Practical tip: Work with tax advisers who specialise in family businesses to model different restructuring scenarios. Each alternative should include its actual tax impact, not just the operational advantages.
Checkpoint: Do you know the tax cost of each restructuring option you are considering?
4. Assess your workforce and internal leadership
Even the best restructuring plan will fail without the right team. Assess whether your current workforce, especially the management team, can sustain a new phase or operating model. Internal conflicts and a lack of prepared leadership are common causes of failure in restructuring.
Practical tip: Identify key professionals whose departure could jeopardise the operation. Develop specific retention plans and assess whether you need to bring in external talent for critical roles.
Checkpoint: Do you have the leadership necessary to execute and sustain the planned changes?
5. Communicate clearly and in a timely manner
Lack of internal communication breeds resistance, talent drain and destructive rumours. Poorly communicated restructuring can become a self-fulfilling prophecy of failure. Employees, partners and stakeholders need to understand not only what is going to change, but why it is necessary and how it affects them.
Practical tip: Design a communication plan with differentiated messages for each audience: business family, employees, customers, suppliers, and financial institutions. Involve key leaders from the beginning of the process.
Checkpoint: Do you have a structured communication plan that prevents speculation and rumours?
6. Consider the family and generational context
Almost 70% of family businesses do not survive the first generational handover. Unresolved family tensions can explode during a restructuring, turning a business process into a destructive personal conflict. It is essential to separate family dynamics from business decisions.
Practical tip: If there are underlying family conflicts, resolve them before beginning the restructuring. Consider professional family mediation and establish clear decision-making mechanisms that do not depend on complex family consensus.
Checkpoint: Are family relationships an asset or a risk to the restructuring process?
7. Design a structured plan with timelines, responsible parties and scenarios
Restructuring without a plan is costly improvisation. You need a clear roadmap with specific milestones, defined responsibilities, and alternative scenarios. Planning in advance is always better than deciding in a crisis, when options are limited and costs multiply.
Practical tip: Develop a realistic timeline that includes time for negotiations, due diligence, legal procedures, and organisational adaptation. Each phase should have measurable success criteria and review points.
Checkpoint: Do you have a detailed plan that you can follow and adjust as circumstances evolve?
8. Seek legal, tax and financial advice from the outset
The cases of Celsa, Rator and Naviera Armas demonstrate the serious consequences of inadequate planning. Reactive restructuring, managed under pressure from creditors or crises, dramatically limits options and can result in the loss of family control.
Practical tip: Seek out advisors with specific experience in family businesses and restructuring. Not all professionals understand the particularities of managing family and business interests simultaneously. The difference between planned and reactive restructuring can be the survival of your business.
Checkpoint: Do you have a comprehensive advisory team that understands both the technical aspects and family dynamics?
Your next step
A well-prepared restructuring preserves value, talent, control and family legacy. On the contrary, failing to anticipate can lead to destructive conflicts, costly litigation, loss of control and an unnecessary tax impact that compromises the future of your company.
Remember that in a planned restructuring, you maintain control of the process and decisions. In a reactive one, others set the timing, conditions, and outcomes.
Does your family business need to reorganise or prepare for a new phase?
At Confianz, we can help you structure the process with a global vision and a practical approach. Request a personalised diagnosis.