Accordion operation at Comercial CID Tenerife: capital from zero to 168,000 euros

Comercial CID Tenerife, S.A. has executed an accordion operation: reducing its share capital to zero euros to offset accumulated losses and simultaneously increasing it to 168,000 euros. The agreement was adopted by the Extraordinary General Meeting of shareholders held on July 29, 2026, and is published in the Official Gazette of the Mercantile Registry number 202, corresponding to October 20, 2026, with the official reference BORME-C-2026-5533.

The announcement is inserted in the Second Section of the gazette, under the heading “Other announcements and legal notices,” and is formulated for the purposes of the provisions of articles 319, 335.a), 343, 344, and 345 of the consolidated text of the Capital Companies Act. The company is domiciled in San Cristóbal de La Laguna, in the province of Santa Cruz de Tenerife, and corresponds to registration file S 8, H TF 7965.

The operation comes after a period of corporate and accounting tension. In October 2024, an extraordinary meeting was convened by resolution of the Mercantile Registrar of Tenerife in file 31/2024, with an agenda that included the regularization of inventory, the cash balance, and the group of other debtors. In July 2025, the ordinary meeting examined the accounts for the 2023 and 2024 financial years, audited by Rafael Franco Miranda, and in March 2026, the administrative body changed from joint administrators to a sole administrator, a position held by Agustín Alberto López Deniz.

Reduction of capital to zero to offset losses

The first part of the agreement consists of reducing the share capital by 390,656.50 euros, from that same figure down to zero euros, through the amortization and cancellation of all 650 registered shares into which the capital was divided, numbered 1 to 650, with a nominal value of 601.01 euros each.

The purpose is sole: to restore the balance between the share capital and the net equity, which decreased as a result of losses. The full amount of the reduction is applied to the compensation of those losses, and there is no return of contributions to the shareholders.

The reduction is calculated based on the company’s balance sheet closed on December 31, 2025, approved by the general meeting and verified by the auditor Rafael Franco Miranda. Since it serves this purpose, and in accordance with article 335.a) of the Capital Companies Act, creditors may not oppose the reduction.

Simultaneous increase of 168,000 euros

In the same act, the meeting agreed to increase the capital by 168,000 euros through the issuance of 800 new registered shares, numbered 1 to 800, with a nominal value of 210 euros each, of the same class and series, via cash contributions.

The new shares have been fully subscribed and paid up. As a result of the joint execution of both decisions, the share capital is set at 168,000 euros, represented by 800 registered shares with a nominal value of 210 euros each, all of which have been subscribed and paid up.

The operation is completed with the amendment of Article 5 of the Bylaws, relating to the share capital, to adapt its wording to the new figure.

Conditional effectiveness and joint registration

The effectiveness of the reduction is conditional upon the execution of the simultaneously agreed capital increase. For this reason, the reduction and increase agreements, together with the execution of the latter, must be submitted for joint registration in the mercantile registry.

The announcement appears signed in San Cristóbal de La Laguna on October 15, 2026, by the sole administrator, Agustín Alberto López Deniz, five days prior to its publication in the official bulletin.

A cleanup with reduced capital

The result is a company that is cleaned up in accounting terms but with a capital base much lower than before: moving from 390,656.50 euros to 168,000 euros, and the number of shares changes from 650 to 800 securities of lower unit nominal value. The “accordion operation” is the usual mechanism to eliminate losses without liquidating the company or requiring shareholders to return contributions.

For creditors and for Canarian commercial traffic, the key is that the reduction does not open a right of opposition and that the increase has already been paid up, so that the registered capital will reflect a real figure and not merely a nominal one. The publication in the Official Bulletin of the Mercantile Registry provides legal publicity to an agreement that affects the shareholding structure and the asset guarantee against third parties.

Source: Official Bulletin of the Mercantile Registry, no. 202, October 20, 2026, Second Section - Announcements and legal notices, page 6865 (official reference: BORME-C-2026-5533).