TotalEnergies Clientes absorbs its electricity and gas subsidiary in Spain

TotalEnergies Clientes, Sociedad Anónima has completed the absorption of its subsidiary TotalEnergies Electricidad y Gas España SA, which is dissolved without liquidation and whose assets pass in their entirety to the parent company by universal succession. The operation is registered in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 207, dated October 27, 2026, First Section, under registration number 478439 and official reference BORME-A-2026-207-33. The registry entry is dated October 20, 2026.

The merger was agreed upon under Royal Decree-Law 5/2023, which regulates the structural modifications of commercial companies. The sole shareholder of both companies approved the operation on September 10, 2026, under the terms of the merger project dated June 30, 2026, according to the announcement published in the Official Gazette of the Mercantile Registry number 177, dated September 14, 2026, page 6189 (reference BORME-C-2026-4967), which bears the announcement identifier A260039062-1.

A simplified merger between two single-member companies

The operation follows the simplified procedure for special mergers provided for in Article 53 of Royal Decree-Law 5/2023, in relation to Article 56, because the sole shareholder of the absorbing company is also the sole shareholder of the absorbed company. Under Article 9 of the same legal text, the publication and prior filing of the documents required by law were not necessary.

The details of the operation are as follows:

• Absorbing company: TotalEnergies Clientes, Sociedad Anónima, with registry sheet S 8, H AS 60297, registration I/A 27.
• Absorbed company: TotalEnergies Electricidad y Gas España SA, dissolved without liquidation.
• Date of the sole shareholder’s agreement: September 10, 2026.
• Common merger project: June 30, 2026.
• Date of the registry entry: October 20, 2026, published on October 27, 2026.
• Place of formalization of the announcement: Oviedo (Asturias).

The merger announcement was signed by José Ignacio Sanz Saiz, chairman of the board of directors of both companies.

Rights of shareholders and creditors after publication

The shareholders and creditors of the participating companies may request and obtain free of charge the full text of the merger agreement and the merger balance sheet, under the terms of Article 10 of Royal Decree-Law 5/2023; the documents are available to interested parties at the registered office.

Creditors retain the right of protection and opposition recognized by Articles 13 and 14 of the same legal text:

• Period: one month.
• Calculation: from the date of publication of the last merger announcement.
• Scope: credits arising prior to the publication and not yet due.

In parallel, the Official Gazette of the Mercantile Registry number 201, dated October 19, 2026, p. 48741, had recorded the marginal note of provisional closure of the registration sheet of TotalEnergies Electricidad y Gas España SA for a period of six months, pursuant to article 231 of the Mercantile Registry Regulations, with data S 8, H M 645101, I/A 37, and entry date October 9, 2026 (registration number 463421).

Background: a staggered corporate reorganization

The absorption is not an isolated move within the group. In November 2024, the sole shareholder of TotalEnergies Clientes, S.A.U. had already approved the merger by absorption of TotalEnergies Mercado España, S.A.U., with the dissolution and extinction of the absorbed entity and the block transfer of its assets, according to the announcement published in the Official Gazette of the Mercantile Registry number 219, dated November 13, 2024, p. 7500 (reference BORME-C-2024-6079).

One year later, in September 2025, the partial spin-off of TotalEnergies Marketing España, S.A.U. was formalized through the segregation of its economic unit for the marketing, management, and operation of electric vehicle charging points, which was transferred to TotalEnergies Charging Services España, S.L.U., with a capital reduction of 5,626,271.67 euros. The subsequent registration of that reorganization recorded capital reductions of 106,601.67 euros and 5,519,670.00 euros, resulting in a subscribed capital of 57,676,380.00 euros, with data S 8, H M 56642, I/A 195.

Impact for customers and the market

The merger affects the group’s electricity and gas business in Spain, but it is an internal reorganization between a parent company and a subsidiary with the same sole shareholder, not the entry of a new operator. By universal succession, the absorbing company assumes all rights and obligations of the extinguished subsidiary.

For the customers and suppliers of the former TotalEnergies Electricidad y Gas España SA, the relevant change is the identity of the holder of their contracts, which becomes TotalEnergies Clientes, Sociedad Anónima, without the gazette recording any modifications to the supply conditions. For competitors in the energy market, the operation consolidates the group’s marketing assets in Spain into a single company, following the segregation of the electric vehicle charging business in 2025.

Source: Official Gazette of the Mercantile Registry, no. 207, October 27, 2026, First Section, p. 50425 (official reference: BORME-A-2026-207-33).