Mila Health Care moves its registered office to Malta and changes its bylaws

Mila Health Care, S.L. will execute its cross-border conversion and transfer its registered office to Sliema (Malta), without being dissolved or liquidated and retaining its legal personality. The decision was adopted on October 22, 2026, by the company’s sole shareholder, the Maltese entity Mila Health Care Espana Balear Limited, through its representative Lucas Felix Hirth. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 205, dated October 23, 2026, Second Section, under reference BORME-C-2026-5605.

The sole shareholder’s decision

The agreement is adopted in compliance with Article 10 of Royal Decree-Law 5/2023, of June 28, transposing European directives on structural modifications of commercial companies (RDLME). Once the operation becomes effective, the company will become a Maltese limited liability company and its corporate name will be Mila Health Care Limited.

The transfer implies more than just a change of address. The company will modify its corporate purpose and approve new bylaws adapted to Maltese legislation, according to the text submitted to the registry. The new registered office is established at Triq Nicolo’Isouard 1 (Suite 2019), Sliema SLM 2080.

The announcement is signed in Palma, on October 22, 2026, by the sole administrator, Lucas Felix Hirth, and bears the identifier A260045311-1.

A project filed in August

The process began months earlier. The Cross-Border Conversion Project, dated August 13, 2026, was filed with the Mercantile Registry of Palma de Mallorca on August 14, 2026, and the filing was published in the BORME on August 20, 2026 (BORME-B-2026-160-07).

That filing included the documentation required by the regulation:

• The operation’s calendar.
• The bylaws adapted to Maltese regulations.
• The balance sheet as of July 3, 2026.
• The certificate of being up to date with the AEAT (Spanish Tax Agency).
• The certificate of non-existence of registration with Social Security.

The announcement specifies two relevant absences: the conversion did not require an independent expert’s report, pursuant to Article 22 of the RDLME, and the administrative body did not issue a report for the employees because the company has no staff.

Three months for creditors

Article 10.1 of the RDLME recognizes the right of creditors to obtain the full text of the agreements adopted and the conversion balance sheet of July 3, 2026. They may also examine the agreement, the project, and the rest of the documentation provided for in the regulation at the registered office, and request free copies of those documents.

The period to exercise your rights is three months starting from the publication of the announcement of the cross-border transformation agreement, in accordance with article 13.1 of the Structural Modifications Law.

From Germany to Baleares and now to Sliema

The company’s registration history already accumulates two international moves. It was registered in January 2022 following the transfer from Germany of Mila Health Care, GmbH to Santa María del Camí, with a capital of 25,000 euros and a purpose focused on the purchase and marketing of personal protection products, hygienic products, and medical equipment and instruments within and outside the European Union.

In December 2022, Laschinsky Michael Gunter ceased to be the sole administrator and Lucas Felix Hirth was appointed. In May 2026, the company changed its registered office to Fluvia 1, ground floor, office 23-A (Palma de Mallorca) and appointed RSM Spain Auditores SLP as auditor.

The immediate precedent is in the parent company itself: Mila Healthcare España Balear, S.L. transferred its registered office to St. Julian’s (Malta), was registered in the Maltese registry under code C 106773 effective February 14, 2024, and closed its Spanish registration sheet, according to announcement BORME-C-2024-857.

The operation converts the subsidiary into a Maltese company and leaves the group with its leadership and its operating company in Malta. For suppliers, customers, and financial entities with exposure to the company, the three-month clock marks the only window to oppose or claim before the transfer becomes fully effective.

Source: Official Gazette of the Mercantile Registry, no. 205, October 23, 2026, Second Section - Announcements and legal notices, page 6950 (official reference: BORME-C-2026-5605).