Gavir Rentals absorbs two construction companies and dissolves them without liquidation

Gavir Rentals S.L. will absorb the companies Mendez Alvaro 89 S.L. and Construcciones Doctor Cortezo S.L., which will be dissolved without liquidation and will transfer their entire assets as a block to the absorbing company. The merger agreement, approved on June 30, 2026, was published in the Official Gazette of the Mercantile Registry (BORME) number 175, dated September 10, 2026, page 6136, with the official reference BORME-C-2026-4921.

A merger by absorption between companies of the same group

The operation is formalized under Royal Decree-Law 5/2023, of June 28, and adheres to the simplified regime provided for in its article 53, as it is a merger by absorption between companies wholly owned directly by the same shareholder. The common merger project and the agreement were approved by the Joint Administrator of Gavir Rentals S.L., the Sole Administrator of Construcciones Doctor Cortezo S.L., and the Joint Administrator of Mendez Alvaro 89 S.L., a position held by Mr. Pedro Yenes Arroyo.

As a result of the merger, the absorbed companies will be dissolved without liquidation, and the absorbing company will acquire all their rights and obligations by universal succession.

Exemptions of the simplified regime

Due to the application of the simplified regime, several ordinary merger procedures are not required:

• The inclusion in the merger project of the mentions provided for in paragraphs 3, 5, 7, and 8 of article 40 of RDL 5/2023.
• The independent experts’ report on the merger project.
• The report of the administrative body.
• The capital increase of the absorbing company.
• The approval of the merger by the general meeting of the absorbed company.

Balance sheets, accounting effects, and rights of shareholders and creditors

The merger balance sheets are those closed as of December 31, 2025, duly approved by the respective general meetings. The merger will have accounting effects from January 1, 2026, and will not involve any modification of the corporate bylaws of the absorbing company.

It is hereby stated that the shareholders and creditors of the participating companies have the right to obtain free of charge the full text of the documents provided for in article 10 of RDL 5/2023, including the merger project and the balance sheets, by submitting a request to the administrative bodies of the participating companies. The announcement is signed in Madrid, September 7, 2026.

Relevance of the operation

The integration of Mendez Alvaro 89 S.L. and Construcciones Doctor Cortezo S.L. into Gavir Rentals S.L. concentrates the real estate assets of the three entities into a single company, simplifying its corporate structure and eliminating maintenance costs. For creditors and partners, the publication in the BORME guarantees the legal publicity of the operation and the exercise of their rights before the merger is registered in the Mercantile Registry.

Source: Official Gazette of the Mercantile Registry (BORME), no. 175, September 10, 2026, Second Section (Company mergers and acquisitions), page 6136 (official reference: BORME-C-2026-4921).