Liability of the assignee company in Malaga: how to protect yourself before a subrogation

The liability of the assignee company in Malaga for labor and Social Security debts can pose a significant risk for business owners who lease going concerns, such as gas stations, bars, or commercial premises. In these cases, it is common for the new owner to also take on the staff of the previous owner.

What many companies do not know is that, by subrogating labor contracts, they can also inherit previous financial obligations, even if they were unaware of them.

In this article, we explain how this liability works, according to article 44.3 of the Workers’ Statute, and how you can avoid assuming labor debts if you are going to lease or acquire a business in operation in Malaga or Andalusia.

Liability of the assignee company according to article 44.3 of the Workers’ Statute

Article 44.3 of the ET establishes that, in the event of the transfer of a company or autonomous productive unit, the assignee company is jointly and severally liable with the assignor for labor and Social Security debts prior to the transfer, for a period of three years.

In other words, if you lease or buy a business and subrogate the employees, you could be responsible for:

• Unpaid salaries or compensation.
• Outstanding Social Security contributions.
• Labor lawsuits already filed.

This is especially relevant in leases with subrogation such as those we frequently process in our law firm in Malaga, where we advise companies that lease service stations and businesses for uses other than housing.

Real case in Malaga: inheritance of a hidden labor debt

A client of our firm leased a gas station in Malaga in August 2024, including the subrogation of a worker. This worker had already filed a labor lawsuit in 2023, when our client had no relationship with the business.

The trial was delayed for reasons beyond our control (judicial backlog), and in 2025 the worker extended the lawsuit against our client. Despite not having been initially involved, he ended up being involved in the procedure.

This example shows how the liability of the assignee company in Malaga can arise even months later, due to conflicts prior to the subrogation.

Legal defense: liability cannot be extended due to judicial delays

Our defense focused on a solid argument:

If the trial had been held within a reasonable time, for example in March 2024, our client would not have been a party or liable at any time.

Therefore, liability cannot be extended to the new owner for reasons attributable solely to judicial delays. This line of defense is especially useful in Malaga, where the labor courts accumulate significant delays.

Labor audit: key to avoiding the liability of the assignee company in Malaga

Before accepting the subrogation of workers, it is essential to carry out a labor audit that includes:

• Review of payrolls and Social Security payments.
• Identification of ongoing labor claims.
• Analysis of the history of the subrogated employees.

At Babot Aranguren Abogados, based in Malaga, we advise our clients at every stage to avoid assuming hidden labor liabilities that may compromise their investment.

Contractual clauses to protect the new owner

In addition to the audit, we recommend signing contracts that include specific clauses that regulate the liability between the parties, such as:

• Right of recourse against the lessor.
• Compensation for prior claims.
• Retention of part of the price or rent as a guarantee.

Although these clauses do not exempt you from liability to third parties, they allow you to recover what was paid if a conviction arises for events prior to the transfer.

Conclusion: how to deal with the liability of the assignee company in Malaga

The liability of the assignee company in Malaga can lead to significant economic consequences if adequate precautions are not taken. Leasing a productive unit with personnel involves risks that must be evaluated legally and technically.

Remember:

• Review article 44.3 of the Workers’ Statute.
• Do a labor audit before signing.
• Include contractual protection clauses.
• Consider lines of defense if late claims arise.

Are you considering leasing a business with subrogated workers or do you need preventive advice? Contact our firm in Malaga. We will study your case and help you minimize risks and responsibilities.