Proa Motor Balear absorbs Proa Parts in a simplified merger

Proa Motor Balear, S.L.U. has absorbed Proa Parts&Components, S.L.U. through a simplified merger by absorption, agreed upon on August 11, 2026, in Palma de Mallorca. The operation was made public in the Official Gazette of the Mercantile Registry (BORME) number 159, dated August 19, 2026, page 5952, with official reference BORME-C-2026-4764.

The agreement was adopted by the sole shareholder of both entities in an Extraordinary and Universal General Meeting, and is formalized in accordance with Royal Decree-Law 5/2023, of June 28 (RDL 5/2023), which regulates mergers of companies wholly owned by the same sole shareholder.

A simplified merger between companies of the same group

The operation falls under Article 56 of RDL 5/2023, which allows for a simplified merger when the absorbing company holds all the shares of the absorbed company. Therefore, several ordinary procedures are not required:

• The inclusion in the Merger Project of mentions 2, 3, 5, 6, 7, and 8 of Article 40 of the Law.
• The independent experts’ report on the Merger Project.
• The report from the administrative body.
• The capital increase of the absorbing company.
• The approval of the merger by the General Meeting of the absorbed company.

Furthermore, pursuant to Article 9 of RDL 5/2023, since the agreement was adopted in a Universal Meeting and by the unanimity of all shareholders, it was not necessary to previously publish or deposit the Merger Project nor the reports from administrators or experts.

Universal transfer of assets

The merger entails the universal transfer of the entire assets of Proa Parts&Components, S.L.U. to the absorbing company, as well as the dissolution without liquidation of the absorbed company. All of this is carried out in accordance with the Merger Project drafted by the administrative bodies of both companies on June 23, 2026.

The operation is part of the trajectory of the Balearic automotive group, which in February 2025 had already changed the name of Menorca Automoción, S.L. to Proa Motor Balear, S.L. and established its registered office at calle Gremi de Sucrers i Candelers 6 in Palma de Mallorca, with Proa Group JPG, S.L. as the sole shareholder.

Opposition period for creditors

The announcement recalls the right of shareholders, creditors, and workers’ representatives to obtain the full text of the agreements, the Project, and the Merger Balance Sheets. Creditors whose credits arose prior to the date of publication have a period of one month, counted from the publication of the last merger announcement, to exercise their right of opposition under the terms provided in RDL 5/2023.

The announcement was signed in Palma de Mallorca on August 11, 2026, by the sole administrators of both entities: Mr. Miguel Pastor Ferrer, on behalf of Proa Motor Balear, S.L.U., and Mr. Josep María Pastor Ferrer, on behalf of Proa Parts&Components, S.L.U.

Relevance to the sector

The concentration strengthens the structure of the Balearic automotive group in Palma de Mallorca by integrating the distribution of spare parts and components under a single company. For the group’s customers and suppliers, the operation simplifies commercial communication and concentrates assets into a single entity, while creditors retain their right to object during the legal period of one month.

Source: Official Gazette of the Mercantile Registry (BORME), no. 159, August 19, 2026, Second Section (Announcements and legal notices), p. 5952 (official reference: BORME-C-2026-4764).