Banca March segregates its Luxembourg business in favor of BM Luxembourg

Banca March, S.A. and BM Luxembourg, S.A. have approved a cross-border spin-off by segregation through which the Luxembourg entity will assume the activities that the Mallorcan bank develops in relation to products and services in Luxembourg, whether directly or through its branch. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) number 202, of Tuesday, October 20, 2026, in the second section of announcements and legal notices, with the official reference BORME-C-2026-5524 (pp. 6855-6856).

An operation approved by both companies

The General Shareholders’ Meeting of Banca March, S.A., in its capacity as the segregated company, approved the operation on February 26, 2026, in a universal meeting and by unanimity. For its part, the sole administrator of BM Luxembourg, S.A., the beneficiary company, gave its approval on December 23, 2025.

The agreement was adopted in accordance with the common cross-border spin-off by segregation project, signed by the administrative bodies of both intervening companies on November 25, 2025. The project was filed on December 30, 2025, in the Electronic Registry of Companies and Associations of Luxembourg (Recueil Electronique des Sociétés et Associations), where the registered office of the beneficiary is located.

The announcement does not detail economic magnitudes, valuations, or the exact perimeter of the transferred assets and liabilities, which are referred to the full text of the agreement and the segregation balance sheets.

Legal framework: intra-European structural modifications

The operation is supported by articles 63 et seq. and 80 et seq. of Royal Decree-Law 5/2023, of June 28, which transposes European directives regarding structural modifications of commercial companies, and Directive (EU) 2019/2121 of the European Parliament and of the Council, of November 27, 2019, which amends Directive (EU) 2017/1132 regarding cross-border conversions, mergers, and divisions.

Since the agreement was approved in a universal meeting and by unanimity, pursuant to article 9 of the aforementioned royal decree-law by reference to article 83, it was not mandatory to file the project in the Mercantile Registry of the registered office of the segregated company nor to publish the preparatory announcement required by article 7.

Right to information and right of opposition for creditors

In compliance with article 10 of the royal decree-law, the announcement informs of the rights granted to shareholders and creditors of the intervening companies:

• Obtain free of charge the full text of the spin-off agreement and the segregation balance sheets.
• Examine said documentation at the offices of the two companies.
• Exercise the rights under Article 13 within a period of three months from the publication of the final spin-off announcement, in the case of creditors whose credits are not sufficiently guaranteed according to Article 14.

The addresses designated for consultation are:

• Banca March, S.A.: Avenida de Alejandro Roselló, nº 8, 07006 Palma de Mallorca, Spain.
• BM Luxembourg, S.A.: 21-25, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg.

The announcement appears signed in Madrid on October 13, 2026 by the Deputy Secretary of the Board of Directors, Iñigo Damborenea Agorria, with the identifier A260044227-1.

Impact for clients and creditors

The segregation reorganizes the bank’s activity in the Grand Duchy: Luxembourgish products and services will no longer be provided from the Spanish branch but will move to a Luxembourgish company, which alters the legal counterparty for the affected clients. For the group’s creditors, the announcement activates the three-month period to object or demand additional guarantees, a period that is counted from the publication of the last of the mandatory announcements. The operation is part of the trend among Spanish entities to reorganize their European subsidiaries through intra-community structural modifications.

Source: Official Gazette of the Mercantile Registry (BORME), no. 202, October 20, 2026, Second Section - Announcements and legal notices (Company spin-offs), pp. 6855-6856 (official reference: BORME-C-2026-5524).