Dermaskin spins off its real estate assets to RFS Real Estate Management

The company Dermaskin, S.L.U. has approved the partial spin-off of its real estate assets in favor of RFS Real Estate Management, S.L.U., with real subrogation of the mortgage encumbering the transferred properties. The decision was adopted on August 31, 2026, by RFS Enterprises Europe, S.L., the sole shareholder of both companies, and is published in the Official Gazette of the Mercantile Registry (BORME) number 172, dated September 7, 2026, page 6085, with reference BORME-C-2026-4877.

The operation is formalized under Royal Decree-Law 5/2023, of June 28, which approves the legal regime for structural modifications of commercial companies (RDL). It is processed via the special and expedited procedure provided for in Article 53 of the RDL, by referral of Articles 56.1 and 63, with the specificities of Article 9 for the adoption of the decision by the sole shareholder.

Scope of the spin-off

The spin-off involves the bulk transfer, by universal succession, of the real estate assets subject to the operation in favor of the beneficiary company. RFS Real Estate Management, S.L.U. is subrogated to the ownership of all assets, liabilities, rights, and obligations assigned to said properties, while Dermaskin, S.L.U. retains the rest of its assets not linked to those properties.

The common partial spin-off project was formulated and signed by the administrative bodies of the intervening companies on June 30, 2026, and contains the details of the asset and liability elements that make up the spun-off estate.

Mortgage subrogation

One of the central elements of the operation is the real subrogation of the mortgage encumbering the transferred properties, along with the inherent or accessory guarantees, contracts, and rights. The beneficiary company thus assumes the mortgage position over the properties, which is relevant for the real estate market and for the creditors of both companies.

Creditors’ rights

The announcement records the right of the creditors of each of the intervening companies to obtain the full text of the agreements adopted and the spin-off balance sheets, as well as to exercise their rights within the periods and terms provided for in the RDL.

• Spun-off company: Dermaskin, S.L.U.
• Beneficiary company: RFS Real Estate Management, S.L.U.
• Sole shareholder: RFS Enterprises Europe, S.L.
• Sole Administrator: Mr. Rafael de Freitas Silva
• Date of decision: August 31, 2026
• Date of project: June 30, 2026

The announcement, signed in Valencia and Barcelona on August 31, 2026, by the sole administrator of both companies, Mr. Rafael de Freitas Silva, represents a significant asset reorganization for the group, separating its real estate portfolio from its core activity. The operation, as it involves the transfer of properties with mortgage liens, must be closely monitored by creditors and real estate sector operators.

Source: Official Gazette of the Mercantile Registry (BORME), no. 172, September 7, 2026, Second Section - Announcements and legal notices, page 6085 (official reference: BORME-C-2026-4877).