Ferretería Tías absorbs Laoban Group in simplified merger

The company Ferretería Tías, S.L., with registered office in Tías (Lanzarote), has absorbed Laoban Group, S.L. through a merger by absorption unanimously approved on June 30, 2026. The legal announcement is published in the Official Gazette of the Mercantile Registry (BORME) number 162, dated August 24, 2026, page 5997, with the official reference BORME-C-2026-4800.

The operation is carried out under the simplified regime of Royal Decree-Law 5/2023, of June 28, which transposes the European Union Directives regarding structural modifications of commercial companies. Since the absorbing company holds all the social shares of the absorbed company, the merger is subject to article 53 of said regulation.

Approval and corporate agreements

The Universal General Meeting of Ferretería Tías, S.L. (absorbing company) unanimously approved the merger by absorption of Laoban Group, S.L. (absorbed company), with the dissolution without liquidation of the latter and the bulk transfer of all its assets to the absorbing company, which acquires all its rights and obligations by universal succession.

For its part, the sole shareholder of Laoban Group, S.L., namely Ferretería Tías, S.L. itself, likewise approved the merger on the same day, exercising the powers of the General Meeting in accordance with articles 15 and 16 of the Capital Companies Act. The operation is based on the Common Merger by Absorption Project signed by the directors of both companies on June 30, 2026, using the merger balance sheet closed on that same date as a basis.

Simplified regime

Since the absorbing company holds all the shares of the absorbed company, the merger is subject to the simplified regime of article 53 of RDL 5/2023, which exempts it from several ordinary requirements:

• Mentions regarding the exchange ratio, exchange procedure, date of participation in profits, valuation of the transferred assets, and account dates (mentions 3rd, 5th, 7th, and 8th of article 40 of RDL 5/2023).
• The directors’ report on the merger project.
• The independent expert’s report.
• The capital increase of the absorbing company, as no exchange of shares occurs.

Rights of shareholders and creditors

In accordance with article 10 of RDL 5/2023, it is hereby stated that shareholders and creditors of the participating companies have the right to obtain the full text of the agreements adopted and the merger balance sheets at the registered office of each company.

Furthermore, in accordance with Article 13 of RDL 5/2023, creditors of each participating company whose credits arose prior to the date of publication of the announcement and are not sufficiently guaranteed may exercise their rights within a period of one month from the publication of the final merger announcement. The announcement was signed in Tías on August 19, 2026, by the administrator Bernabe Borges Ferrer.

The operation consolidates the activity of Ferretera Tías in the hardware and DIY sector of Lanzarote, fully integrating the assets and activity of Laoban Group under a single company. For partners and creditors, the one-month period to exercise their rights constitutes the key element to monitor following the official publication.

Source: Official Gazette of the Mercantile Registry, no. 162, August 24, 2026, Second Section (Company mergers and acquisitions), p. 5997 (official reference: BORME-C-2026-4800).