Institución El Marqués spins off its educational centers business in Málaga

The partners of Institución El Marqués, S.L. approved on September 25, 2026, the partial spin-off of the company to segregate its educational center operation and management unit in favor of the newly created company Cortijo Casareño, S.L. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) no. 188, of September 29, 2026, in the Second Section of announcements and legal notices, pages 6512 and 6513, with the official reference BORME-C-2026-5242.

The operation is supported by Article 10 of Royal Decree-Law 5/2023, of June 28, transposing European directives on structural modifications of commercial companies (the LME). The five partners of the spun-off company, holders of the entirety of its share capital, exercised the powers of the general meeting to adopt the agreement, which will be executed in accordance with the spin-off project prepared and signed by the management body on July 23, 2026, and approved by the partners on September 25, 2026.

Since the agreement was approved in accordance with Article 9 of the LME, it is not necessary to previously publish or deposit the spin-off project. The announcement bears the signature of the joint administrator of Institución El Marqués, S.L., Proyectos y Desarrollos Urbanos y Rústicos, S.L., represented by Pablo Mateos Pheiler, and is identified with the code A260041411-1.

A segregation subject to a condition precedent

The spin-off consists of the bulk transfer, by universal succession, of a part of the company’s assets mainly related to the business of operating and managing educational centers, referred to in the announcement as the Economic Unit. The operation is subject to the fulfillment of the condition precedent set out in the partial spin-off project.

Once that condition is met, Institución El Marqués, S.L. will not be extinguished. The partners will receive all the shares created in the beneficiary company, proportional to their current holding in the spun-off company, and the equity of the partially spun-off company will be reduced by an amount equivalent to the fair value of the Economic Unit.

The five partners controlling the operation

The share capital of the spun-off company is entirely held by five companies:

• Viajes Transandalucía, S.L.
• Matealsa, S.L.
• Desarrollos Comerciales e Industriales, S.A.
• Proyectos y Desarrollos Urbanos y Rústicos, S.L.
• Comercialización e Inversiones Malagueñas, S.L.

These same partners, in proportion to their ownership, will assume the shares of the new Cortijo Casareño, S.L., the newly created beneficiary company.

Simplified regime and opposition rights

In application of the simplified regime of Article 71 of the LME, and since the entirety of the shares of the beneficiary are attributed to the partners in proportion to their ownership, the report of the administrative body regarding the section corresponding to the partners, the independent expert’s report on the project, and the spin-off balance sheet are not required.

The announcement recalls the right of the partners and creditors of the intervening companies to obtain the full text of the decisions and agreements adopted. Furthermore, the creditors of the company may oppose the partial spin-off under the terms of Article 13 of the LME, within a period of one month starting from the publication of the final spin-off announcement.

The segregation of the educational business into an independent company directly affects the families, employees, and suppliers of the centers, who will begin relating to Cortijo Casareño, S.L. once the condition precedent is met. The one-month period open to creditors to exercise their right of opposition is the primary point of legal attention for the operation.

Source: Official Gazette of the Mercantile Registry, no. 188, of September 29, 2026, Second Section - Announcements and legal notices, pp. 6512-6513 (official reference: BORME-C-2026-5242).