Vista Manzanilla puts to its partners how to pay the debt to Mijas

The company Vista Manzanilla, S.L. has called an extraordinary general meeting for the coming November 13, 2026, at 10:00 AM, in which its partners must decide how to address the outstanding debt with the Mijas City Council, which has already been claimed via the enforcement procedure (vía de apremio). The notice, signed by the administrator Gerhard Peter Josef Wilhelm Wolfmeier in Mijas on October 15, 2026, is published in the Official Gazette of the Mercantile Registry (BORME) number 206, dated October 26, 2026, Second Section, pages 6968-6969, with the official reference BORME-C-2026-5620.

The origin: a municipal debt under enforcement

The first item on the agenda is the administrator’s report on the outstanding debt with the Mijas City Council and its claim via the enforcement procedure, the administrative forced collection process that the local corporation has activated due to non-payment. On this basis, the meeting must rule on the proposals presented by two corporate partners: La Manzanilla UK Ltd. and Byblos Country Club Golf, S.A.

The notice is based on articles 166 and 167 of the Capital Companies Act, relating to the extraordinary meeting and its convening, and on the company’s bylaws. Pursuant to article 196 of the same law, the administrative body must provide all information regarding the matters to be discussed that any partner requests in writing before the date of the meeting.

Two ways to settle the debt

The alternatives submitted for voting are as follows:

• Wait for the resolution of the Mijas City Council regarding the deferment and meet the resulting installments through loan contributions from the partners, based on their shareholding.
• If the City Council denies the deferment, arrange a loan from the partners to settle the debt, which would generate interest in favor of the partner equal to the legal interest rate.
• Or settle the debt through a capital increase with monetary contributions of up to 500,000 euros.

Capital increase of up to five hundred thousand shares

The second of the proposals consists of issuing and putting into circulation a maximum of 500,000 new shares with a nominal value of one euro (1.00 euro) each, subscribed and paid up through monetary contributions, up to a maximum amount of 500,000 euros. The operation is proposed with the recognition of preferential subscription rights and provision for incomplete subscription, and would entail, if applicable, the modification of article 4 of the corporate bylaws regarding the share capital.

The agenda is completed with four other matters:

• The addition of an Article 13 to the bylaws regarding the regime for the voluntary transfer of shares through inter vivos acts, to declare transfers from any partner in favor of companies 100% owned by the transferor as free; the remainder would be subject to the authorization and preferential acquisition regime of Article 107 of the Capital Companies Act.
• The appointment of the administrator position and, where applicable, the change in the modality of the administrative body.
• The drafting, reading, and approval of the minutes of the session.
• The delegation of powers to the administrative body for the execution, correction, formalization, and registration of the agreements in the Mercantile Registry.

Corporate Background

The company, registered in the Mercantile Registry of Málaga with registration data S 8, H MA129593, already addressed capital operations in 2026. The ordinary meeting of July 3, 2026, convened in the BORME of June 8 (BORME-C-2026-3268), included an increase of 150,000 euros through the offsetting of credits and another of up to 200,000 euros via cash contribution. A subsequent call, published on July 29 (BORME-C-2026-4443), set an ordinary meeting for August 14 with an equivalent agenda, and the capital increase announcement appearing on July 17 (BORME-C-2026-4223) established a ratio of 34 new shares for every old one, with a period of one month from publication and a payment of one euro per share.

The November meeting therefore arrives with the capital already expanded in the recent past—in April 2025 it increased from 3,000 to 6,000 euros—and with Wolfmeier as sole administrator since that same fiscal year, following the removal of the joint administrators Nordset Dag Frode and Wolfmeier himself.

Why it Matters

The outcome directly affects the owners and partners of the complex, who may be forced to contribute money in proportion to their shareholding or to subscribe to new shares to avoid dilution, and the Mijas City Council as a creditor in an enforcement procedure. The decision of the meeting on November 13 will determine whether the debt is paid with financing from the partners or through a capitalization of up to half a million euros that would redefine the company’s shareholding.

Source: BORME, no. 206, October 26, 2026, Second Section (Meeting Notices), pp. 6968-6969 (official reference: BORME-C-2026-5620).