El Corte Inglés absorbs its Portuguese subsidiary and opens the opposition period

Financiera El Corte Inglés EFC SA will absorb its Portuguese subsidiary Financeira El Corte Inglés Portugal SFC SA through an intra-European cross-border merger by absorption, the project of which has already been filed with the Mercantile Registry of Madrid. The filing was formalized on September 14, 2026, and is published in the Official Gazette of the Mercantile Registry (BORME) on Monday, September 21, 2026, with references BORME-A-2026-182-28 (no. 422277) and BORME-B-2026-182-28 (no. 566). The publication opens the period for creditors and partners to exercise their rights to information and opposition.

The announcement appears twice in the gazette: in the First Section (Entrepreneurs, registered acts of Madrid) and in the list of filings of merger by absorption projects. The operation is expressly qualified as an “intra-European cross-border merger by absorption,” with the Spanish company as the absorbing entity and the Portuguese company as the absorbed entity, placing the operation within the scope of intra-community structural modifications.

The applicable framework is Royal Decree-Law 5/2023, of June 28 (RDLME), which regulates the structural modifications of companies, including cross-border ones. The filing of the common merger project is the preliminary step before the approval of the operation by the general meetings of the involved companies and its subsequent registration.

Filing data

• Absorbing company: Financiera El Corte Inglés EFC SA (Spain).
• Absorbed company: Financeira El Corte Inglés Portugal SFC SA (Portugal).
• Filing date: September 14, 2026.
• Registry data: S 8, H M 162765, I/A 214.
• Official references: 422277 in BORME-A-2026-182-28 and 566 in BORME-B-2026-182-28.
• Publication pages: 44467 (registered acts) and 44562 (project filings).

Rights of creditors and partners

The publication of the filing activates the right of partners and creditors to obtain the full text of the agreements and the merger balance sheets, as well as the right of opposition for creditors within the period and terms provided for in the RDLME. In mergers published in the BORME, this opposition period is set at one month from the publication of the last announcement of the agreement.

The merger by absorption involves the block transfer of the assets of the absorbed company to the absorbing company, by universal succession, with the consequent extinction of the Portuguese company without liquidation, in accordance with the RDLME regime. The creditors of both companies are, therefore, the main parties affected by the operation.

Other operations filed on the same day

The list of filings of merger by absorption projects in BORME-B-2026-182-28 includes three other operations registered in the Mercantile Registry of Madrid:

• 565 – Ucoral Inversiones SL absorbs Askri Inversiones SL (14/09/2026).
• 567 – Inoc SA absorbs La Previsión 96 SA (10/09/2026).
• 568 – Ontime Transporte y Logística SL absorbs Atdis Pharma SL, Manipulados Polo e Hijos SA and Manipulados y Retractilados Polo SL (14/09/2026).

The coincidence of dates confirms that the filing of merger projects with the Commercial Registry of Madrid was concentrated in the first fortnight of September 2026.

Impact

The operation entails the definitive integration of the distribution group’s Portuguese financial business into its Spanish parent company, Financiera El Corte Inglés EFC SA, and reduces the group’s corporate structure abroad. For the creditors of the Portuguese subsidiary, the announcement published in the BORME on September 21, 2026, marks the start of the period to exercise their right of opposition; for the partners, it opens the way to consult the merger documents before their final approval.

Source: Official Gazette of the Commercial Registry, no. 182, September 21, 2026, First Section, pages 44467 and 44562 (official reference: BORME-A-2026-182-28 and BORME-B-2026-182-28).