CT Ingenieros absorbs its Northern and Catalunya subsidiari…

CT Ingenieros Aeronáuticos de Automoción e Industriales, S.L. absorbs CT Ingenieros del Norte Aeronáuticos, Automoción e Industriales, S.L.U. and CT Ingenieros de Catalunya Aeronáuticos Automoción e Industriales, S.L.U., which are dissolved without liquidation and transfer their entire assets en bloc to the parent company. The extraordinary general meeting of the absorbing company approved the merger on October 20, 2026, and the agreement is published in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) no. 209, of October 29, 2026, Second Section, page 7077, with the official reference BORME-C-2026-5708 (announcement 5708).

A merger protected under the regime of wholly-owned subsidiaries

The announcement is issued in compliance with Article 10 of Royal Decree-Law 5/2023, of June 28, which transposes the European directive on structural modifications of commercial companies (LME). The operation is approved in accordance with Article 53.1 of the LME, a provision that simplifies the procedure when the absorbed company is wholly owned, directly, by the absorbing company.

The three companies declare that the common merger project has been deposited and published in the mercantile registries of Madrid, Barcelona, and Bizkaia, with the resulting universal succession of rights and obligations in favor of the parent company. It is also noted that the documentation required by Articles 5, 7, and 46 of the LME has been made available to partners, bondholders, holders of special rights, and employees.

The signatories of the agreement

David Alexander Prieto Monsón, CEO of the absorbing company, CT Ingenieros Aeronáuticos de Automoción e Industriales, S.L.
Jesús Prieto Marcos, sole administrator of CT Ingenieros del Norte Aeronáuticos, Automoción e Industriales, S.L.U. and also sole administrator of CT Ingenieros de Catalunya Aeronáuticos Automoción e Industriales, S.L.U.
Date and place of signing of the announcement: Madrid, October 20, 2026

The CEO of the absorbing company and the sole administrator of the two absorbed companies jointly sign the notice, reflecting the overlap of administration within the affected corporate perimeter. The Catalan company is registered in the Mercantile Registry of Barcelona, while the Northern subsidiary is registered in that of Bizkaia, with its historical registered office in the Erandio area.

Registry chronology of the operation

The merger culminates a phased process throughout the summer, with publication in four bulletins:

August 6, 2026 (BORME no. 150): filing of the project by the absorbing company before the Commercial Registry of Madrid, with the two subsidiaries as absorbed entities (p. 38691), and a separate filing note before the Commercial Registry of Bizkaia regarding the Northern subsidiary (p. 38692).
August 7, 2026 (BORME no. 151): the Catalan subsidiary records in its folio (I/A 17 N) the filing of the announcement informing partners, creditors, and workers’ representatives that they may submit observations on the project up to five business days before the general meeting.
August 11, 2026 (BORME no. 153): filing of the project before the Commercial Registry of Barcelona (p. 39298).
October 29, 2026 (BORME no. 209): publication of the merger agreement and the dissolution without liquidation of the absorbed entities.

Information to workers and creditors

The note indicates that the common merger project and the remaining LME documentation, including the section of the directors’ report intended for workers, were made available to the staff at the registered office of the involved companies. Similarly, partners and creditors retain the right to obtain the full text of the adopted merger agreements and the merger balance sheets by contacting the registered office of any of the companies.

The announcement does not quantify the number of transferred employees nor the amount of supplier contracts passing to the parent company; the effects on both groups derive from the universal succession of all assets of the absorbed entities in favor of the absorbing company. The operation does not include a capital increase or the incorporation of new partners, as the subsidiaries are single-member companies.

A group repeating the 2022 pattern

This is not the first operation of this type within the group. In July 2020, the parent company already absorbed Diseño Naval e Industrial, S.L.U., effective from the agreement of June 29, 2020, and in August 2022, it did the same with CT Ingenieros Aeronáuticos de Automoción e Industriales Holding, S.L., this time under articles 42 and 43 of Law 3/2009 on structural modifications, a regulation replaced by the current Royal Decree-Law 5/2023.

The relevance for the reader is twofold: the official registry confirms the consolidation of the corporate structure of the aeronautical engineering group into a single operating company in Spain, with the consequent disappearance of the two regional subsidiaries, and establishes in the Bulletin the exact date (October 20, 2026) from which the information and opposition rights of creditors derived from the agreement are calculated.

Source: Official Gazette of the Commercial Registry, no. 209, October 29, 2026, Second Section - Announcements and legal notices, p. 7077 (official reference: BORME-C-2026-5708).