GIPE Newsletter (Nº24.189) November, 18th 2025

REAL ESTATE BROKERAGE:

I FOUND THE BUYER!

A real estate agent claimed payment of his fees after the sale of a property, arguing that the final buyer was one that he himself had introduced at the time. Be careful! On this occasion, the claim was dismissed [AP Córdoba 05-05-2025]:

The professional is only entitled to receive his fees when the sale is successfully completed thanks to his direct intervention. This was precisely what he argued: he had presented a purchase proposal—which was rejected—from the same company that, some time later, acquired the property through another agency.

However, it was determined that his initial action was not decisive in closing the deal. Two years passed between his efforts and the sale, and furthermore, the final transaction was carried out under completely different conditions: the first offer consisted of an exchange for homes to be built, while the final sale was an ordinary transfer.

In summary: the agent may lose their right to commission if the transaction ends up being handled by another intermediary, at a different time and under different conditions.

Recommendation: Always sign an express collaboration agreement before introducing a buyer or seller.

SALE:

INCLUDE THE LICENSE

Prior agreement. If you purchase only the premises without expressly agreeing on the business license, you may encounter administrative obstacles once you become the owner and want to start your business:

The license will still be in the seller’s name, so you will have to contact them to sign the necessary documents for the change of ownership.

Although the business license is linked to the premises and not to the person who operates it, the seller could renounce it after the transaction, forcing you to apply for a new license. This would involve possible inspections, technical costs, and the intervention of specialists to process it.

How to do it right.

A reference to the license can be included in the purchase agreement itself, but it is usually more practical to sign a separate deed formalizing the transfer of the license, setting a specific price for that transfer.

Make sure the seller signs all the administrative documents necessary to process the change of ownership. Bear in mind that the transfer of the license is subject to VAT. However, if, together with the premises, you also acquire the necessary elements to continue the existing activity, the transaction may not be subject to this tax. It will all depend on whether you are purchasing only the license (subject to VAT) or whether the entire business is being transferred as an economic unit (not subject to VAT).

If you are purchasing the entire business, also check how the sale of the premises will be taxed (VAT or ITP), as it may be subject to the latter, which usually involves a higher cost as it is not a deductible tax.

Conclusion: Always negotiate the inclusion of the business license in the sale of the premises to prevent the seller from imposing additional conditions later on.

GIPE:  Together we will be stronger