RG Proyecto 360 spins off its real estate arm to Black Prime Holdings

The sole shareholder of RG PROJECTO 360, S.L.U., exercising the powers attributed to the general meeting, decided on June 30, 2026, to approve the partial spin-off of the company, under the terms of the spin-off project formulated by its administrative body on that same date. The operation was made public in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 178, dated September 15, 2026, page 6205, via the announcement with reference BORME-C-2026-4983.

The spin-off is carried out through the bulk transfer and by universal succession to a newly created beneficiary company, BLACK PRIME HOLDINGS, S.L.U., of the part of the assets of RG PROJECTO 360, S.L.U. constituting an autonomous economic unit corresponding to its real estate business line. The partially spun-off company survives after the operation.

Regulatory Framework

The operation is supported by Royal Decree-Law 5/2023, of June 28, transposing European Union Directives on structural modifications of commercial companies, particularly articles 10, 60, 63, and 71. Since the shares of the beneficiary company are attributed to the sole shareholder of the spun-off company proportionally to their rights in the share capital, it is not necessary to prepare the administrative body’s report on the project, the independent expert’s report, nor the spin-off balance sheet.

Terms of the Operation

All the social shares of BLACK PRIME HOLDINGS, S.L.U. shall be attributed directly to the sole shareholder of RG PROJECTO 360, S.L.U., in exact proportion to the rights held in its share capital. In the partially spun-off company, the corresponding reduction of share capital and, where applicable, reserves, shall be carried out in the amount provided for in the spin-off project.

• Bulk transfer and by universal succession of the real estate business line.
• Full attribution of the beneficiary’s shares to the sole shareholder.
• Reduction of share capital and, where applicable, reserves in the spun-off company.
• Survival of the partially spun-off company.

Creditor Protection and Tax Regime

The rights of creditors and the protection mechanisms provided for in article 13 of Royal Decree-Law 5/2023, as well as the liability regime established in article 70, are preserved under the legally provided terms and deadlines. The right of shareholders and creditors to obtain the full text of the adopted spin-off agreement is expressly stated.

The operation will be carried out applying the special tax regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, provided that the legally established requirements are met, and will be subject to the corresponding communication to the tax Administration under the terms of article 89 of said Law and articles 48 and following of the Corporate Income Tax Regulations. The announcement is signed in Formentera on September 7, 2026, by the sole administrator, Rafael García Treijo.

Impact on the sector

The spin-off of the real estate branch of RG PROJECTO 360, S.L.U. into a newly created company allows for the isolation and reorganization of the real estate business of the Formentera company, with tax advantages and guarantees for creditors. The operation is relevant to the Balearic real estate sector, as it establishes a specialized corporate structure that will be able to autonomously manage the transferred assets.

Source: Official Gazette of the Mercantile Registry, no. 178, September 15, 2026, Second Section - Announcements and legal notices (Company spin-offs), p. 6205 (official reference: BORME-C-2026-4983).