Stellantis Spain absorbs Fiat Chrysler Automobiles Spain and extinguishes it without liquidation

The Extraordinary General Meeting of Stellantis España, S.L. held on October 16, 2026, approved the merger by absorption of Fiat Chrysler Automobiles Spain, S.A.U., a company that will be extinguished without liquidation. The agreement is made public in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 203, dated October 21, 2026, page 6884, within the second section of announcements and legal notices, with the official reference BORME-C-2026-5546.

The operation is supported by Article 10 of Royal Decree-Law 5/2023, of June 28, on Structural Modifications of Commercial Companies. Stellantis España, S.L. acts as the absorbing company and, simultaneously, as the sole shareholder of the absorbed company, such that the merger is executed without the intervention of external partners in the disappearing company.

The announcement details the documentary chain of the operation: the Common Merger Project was prepared by the administrators of both companies on June 24, 2026, was posted on the absorbing company’s corporate website along with the mandatory documentation on July 27, 2026, and was deposited in the Mercantile Registry of Pontevedra.

A first attempt approved and later revoked

The merger now published is not the first that the group has attempted to close in Spain. The extraordinary meeting of Stellantis España, S.L. on September 11, 2025, had already approved the absorption of Fiat Chrysler Automobiles Spain, S.A.U., an announcement that was published in the BORME on September 18, 2025.

That agreement became ineffective: the meeting on December 15, 2025, expressly revoked what had been decided in September, according to the announcement published on February 27, 2026. The deposit of the previous project was also canceled, a fact that the BORME communicated on April 15, 2026.

With the new project of June 2026, the deposit was disseminated through announcements on August 18 and 24, 2026, in which Stellantis España, Sociedad Limitada appears as the absorbing entity and Fiat Chrysler Automobiles Spain, S.A. as the absorbed entity.

Extinction without liquidation and universal succession

The text specifies the legal effects of the operation:

• The absorbed company is extinguished without liquidation.
• Its corporate assets are transferred in block to the absorbing company.
• Stellantis España, S.L. acquires, by universal succession, all rights and obligations of Fiat Chrysler Automobiles Spain, S.A.U.

This formula implies that the legal personality of the automotive subsidiary disappears and that its contractual, labor, and third-party position is integrated into the absorbing company, without a liquidation phase or distribution of shares among partners.

A one-month deadline for partners and creditors

The announcement acknowledges the right of the partners and creditors of the participating companies to request and obtain free of charge the full text of the agreements and the merger balance sheets. It also recognizes the protection rights that may be exercised within a period of one month from the date of publication of the final merger announcement, under the terms of articles 12 and 13 of Royal Decree-Law 5/2023.

The document was signed in Vigo on October 16, 2026, by the secretaries of the boards of directors of both companies, Manuel Mª Latorre Delgado and Pablo Jesús Bolinches de la Peña, and is identified by the code A260044391-1.

The absorption culminates a corporate process of more than a year and leaves the automotive group with a single Spanish parent company, the same one that already appeared as the sole partner of the subsidiary since the registration of the change of identity communicated in the BORME of February 10, 2025. For employees, suppliers, and creditors of Fiat Chrysler Automobiles Spain, S.A.U., the practical consequence is that their relationships are transferred to the absorbing company, with a one-month margin to oppose the guarantees that the law recognizes for creditors.

Source: Official Gazette of the Mercantile Registry, no. 203, of October 21, 2026, second section (mergers and acquisitions of companies), page 6884 (official reference: BORME-C-2026-5546).