Eni Plenitude absorbs nine solar companies and extinguishes them without liquidation

The general meeting of partners of Eni Plenitude Renewables Spain, S.L. and the sole partners of nine photovoltaic companies agreed on October 20, 2026, to the merger by absorption of the latter by Eni’s renewable subsidiary. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) no. 204, dated October 22, 2026, Second Section, pages 6915-6916, with the official reference BORME-C-2026-5573. The operation involves the dissolution and extinction of the nine absorbed companies and the bulk transfer of all their assets to the absorbing company.

The merger is supported by Article 10 of the first book of Royal Decree-Law 5/2023, which transposes the European directive on structural modifications of commercial companies. The common merger project was drafted by the board of directors of the absorbing company and by the administrative bodies of the absorbed companies on June 30, 2026, nearly four months before the meetings that ratified it.

This is not an isolated operation: it is the third concentration of this type published by Eni’s Spanish subsidiary in the last year. BORME no. 199, dated October 15, 2026 (BORME-C-2026-5463), recorded the absorption of seven companies—including Renopool 1, S.L.U., Fotovoltaica Fotozar 5, S.L.U., Fotovoltaica Fotozar 6, S.L.U., Tantalio Renovables, S.L.U., Energías Ambientales de Outes, S.L.U., Membrio Solar, S.L.U., and Olea Solar, S.L.U.—and no. 240, dated December 17, 2025 (BORME-C-2025-6874), that of another four, including Ecovent Parc Ecolic, S.A.U. and HLS Bonete PV, S.L.U.

The nine absorbed companies

All are single-member companies and are extinguished without liquidation, with universal succession of their assets and liabilities to the absorbing company:

• Boceto Solar, S.L.U.
• Cornisa Solar, S.L.U.
• Ladronera Solar, S.L.U.
• Armadura Solar, S.L.U.
• Chapitel Solar, S.L.U.
• Almazara Solar, S.L.U.
• Atlante Solar, S.L.U.
• Fortaleza Solar, S.L.U.
• Garita Solar, S.L.U.

The registry data published in the BORME show a common pattern: the nine vehicles moved their registered office to calle Orense 4, fifth floor, Madrid, in July 2024, and several of them have had Eni Plenitude Renewables Spain, S.L. as their proxy since 2025. Garita Solar, S.L.U., for example, changed its sole partner to Eni Plenitude S.p.A. Società Benefit in January 2024, according to the BORME of January 16, 2024.

Unanimous agreement and without prior publications

Since the decisions were adopted by the sole shareholders of each absorbed company—equivalent to a universal meeting and by unanimity—and the agreement by the universal general meeting of the absorbing company, the operation could be closed without previously publishing or depositing the documents required by Royal Decree-Law 5/2023, except for the mandatory communications to the workers’ representatives, pursuant to article 9.1 of the regulation.

The announcement was signed in Madrid on October 20, 2026, by the non-director secretary of Eni Plenitude Renewables Spain, S.L., Stéphane Barthe, and by the non-director secretary of the nine absorbed companies, Begoña González del Tánago.

Rights of shareholders and creditors

The published text expressly states the right of shareholders and creditors of all participating companies to obtain the full text of the agreement and the merger decisions, as well as the respective merger balance sheets. Furthermore, the protection of articles 13 and 14 of Royal Decree-Law 5/2023 is recognized for creditors whose credits arose before the publication and have not yet expired.

The concentration simplifies the corporate structure of Eni’s renewable subsidiary in Spain: nine holders of photovoltaic projects disappear as independent legal entities and their assets are transferred to a single company. For the creditors of those nine companies, the publication establishes the temporal starting point to exercise their rights of opposition, and for the electricity sector, it confirms the trend of large groups to consolidate project vehicles before undertaking new investments in solar generation.

Source: Official Gazette of the Mercantile Registry, no. 204, October 22, 2026, Second Section (Mergers and acquisitions of companies), pp. 6915-6916 (official reference: BORME-C-2026-5573).