COIMCA spins off its real estate and food branches into two Canarian companies

Comercial Importadora Canaria, S.L. (COIMCA) divides its business into two companies through a partial spin-off unanimously agreed upon on September 18, 2026, in an Extraordinary and Universal General Meeting of Shareholders. The operation was made public in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 216, dated November 11, 2026, second section of announcements and legal notices, under the official reference BORME-C-2026-5936 (ID: A260047826-1), signed in San Miguel de Abona (Santa Cruz de Tenerife) on November 3, 2026.

A partial spin-off without extinction of the parent company

The operation is executed under Article 10 of Royal Decree-Law 5/2023, of June 28, regarding structural modifications of commercial companies. There is no dissolution: Comercial Importadora Canaria, S.L. survives and retains the non-transferred assets, consisting of the group’s economic unit for the management of securities investments and the provision of strategic, financial, tax, and accounting management services.

The mechanism is the segregation and bulk transfer, by universal succession, of two distinct autonomous economic units in favor of two beneficiaries. The shareholders of the spun-off company receive shares in the beneficiaries in strict proportion to their previous share in the capital, with cash compensations for exchange adjustment. The spin-off balance sheet for all participating companies is the one closed on December 31, 2025.

Two branches and two recipients

• Real Estate Activity Branch: transferred to the pre-existing beneficiary COIMCA Patrimonial 2024, S.L.U., which is renamed COIMCA Inmobiliario Canarias, S.L. and carries out the corresponding increase in share capital.
• Food/Commercial Activity Branch: transferred to the newly created beneficiary COIMCA Comercial 2026, S.L., incorporated as a result of the operation itself.
• The spun-off company changes its name to COIMCA Gestión Patrimonial, S.L., modifies its corporate purpose, and transfers its registered office.
• The pre-existing beneficiary also transfers its registered office, modifies its corporate purpose, and removes and appoints a new administrator.

A group with a recent registration history

COIMCA Patrimonial 2024, S.L.U. was incorporated with a capital of 3,000 euros, registered office in the Llano del Camello industrial estate, in San Miguel de Abona, and the purpose of holding company activities (CNAE 6420), according to the incorporation announcement published in the Official Gazette of the Mercantile Registry on May 13, 2024 (reference BORME-A-2024-91-38). Its sole shareholder and sole administrator is Cecilio Domingo Chávez Rizo.

The common partial spin-off project was already filed with the Mercantile Registry of Santa Cruz de Tenerife on June 30, 2026, and was published in announcement number 514 of spin-off project filings under reference BORME-B-2026-157-38. In parallel, the parent company reinforced its audit control by appointing CANAUDIT, S.L. as auditor, an agreement registered on October 15, 2026. The signatory of the current announcement is Cecilio Domingo Chávez Rizo, as Joint Administrator of the spun-off entity and as a natural person representing the company acting as Sole Administrator of both beneficiary companies.

Rights of shareholders, creditors, and employees

The announcement states that the publication and prior filing of the common project were not necessary, as the agreements were adopted unanimously in a Universal Meeting and by the Sole Shareholder of the pre-existing beneficiary; nevertheless, the filing and publication were carried out voluntarily.

Shareholders and creditors of all participating companies are recognized as having the right to obtain the full text of the agreements and the presented spin-off balance sheets. The protection of creditors is governed by Article 13 of Royal Decree-Law 5/2023, and its exercise does not halt the operation nor prevent the registry filing of the public deed. The employees’ right to information is also declared as fulfilled.

The relevance for the Canarian business fabric is twofold: the segregation separates risks and assets between a real estate business and another focused on food import and distribution, and leaves the parent company converted into a holding company dedicated to the management of holdings and central services. Any creditor or shareholder with interests in the group now has an open period to exercise their rights of information and opposition before the Mercantile Registry of Santa Cruz de Tenerife.

Source: Official Gazette of the Mercantile Registry, no. 216, November 11, 2026, Second Section - Announcements and legal notices (Company spin-offs), pp. 7379-7380 (official reference: BORME-C-2026-5936).