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Spain eases cross-listing rules after Ferrovial's Netherlands move - Finance news and analysis from Global Banking & Finance Review
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Spain eases cross-listing rules after Ferrovial's Netherlands move

Published by Global Banking & Finance Review

Posted on October 9, 2026

2 min read

· Last updated: October 9, 2026

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Spain Eases Cross-Listing Rules to Boost Global Access for Spanish Companies

Spain Amends Securities Law to Facilitate International Share Registration

By Gemma Guasch

Oct 9 (Reuters) - Spain has amended its securities law to allow shares issued by Spanish companies to be registered simultaneously in Spain and countries outside the European Union, according to a decree published in the official state gazette on Thursday.

Background: Ferrovial's Move and Government Response

• The change comes three years after Spanish infrastructure group Ferrovial moved its headquarters to the Netherlands through a reverse merger with its Dutch subsidiary. It listed in the Netherlands to try to accelerate a US listing, but the Spanish government criticised the decision as "ungrateful" and contrary to national interests

Objectives of the Reform

Broader Access for Spanish Companies

• The reform aims to broaden Spanish-listed companies' access to international investors by making it easier for their shares to trade simultaneously in Spain and on exchanges outside the EU, while keeping the main registration infrastructure in Spain

Maintaining Central Securities Depository Role

• The move allows Spain to retain its central securities depository as the reference depository even where some securities are held at a central securities depository outside the EU for trading on another market

Technical Provisions of the Decree

Authorisation for Technical Accounts

Global Nature and Accounting Purposes

• "The Spanish central securities depository is authorised to maintain a technical account — of a global nature and for accounting purposes only — intended to reflect the balance of securities deposited outside the Union and to verify the correct integrity of the issue," the decree said

Impact on Ownership

• It added that the technical account would not affect ownership of the underlying securities

(Reporting by Gemma Guasch. Editing by Charlie Devereux and Mark Potter)

Key Takeaways

  • Spain’s Royal Decree 813/2026, published October 7 in the Boletín Oficial del Estado, enables simultaneous trading of Spanish securities in non‑EU markets without transferring primary registry out of Spain, authorizing a 'technical account' to track abroad‑held securities for integrity (not ownership) purposes (regalert.today).
  • The reform directly addresses the fallout from Ferrovial’s 2023 reverse merger that relocated its headquarters to the Netherlands to pursue U.S. listings—an action previously criticized by Spanish officials as 'ungrateful' and contrary to national interests (uk.investing.com).
  • By preserving Spain’s central securities depository as the reference infrastructure even when parts of the issue are held elsewhere, the reform strengthens Spain's legal and operational control while facilitating broader international investor access (regalert.today).

References

Frequently Asked Questions

What changes has Spain made to its securities law?
Spain now allows shares issued by Spanish companies to be registered simultaneously in Spain and in countries outside the European Union.
Why did the reform follow Ferrovial's move to the Netherlands?
Ferrovial shifted its headquarters to the Netherlands to speed up a US listing, prompting Spain to amend rules to retain domestic financial activity and access to global investors.
How does the new rule affect Spanish companies’ international investor access?
The reform makes it easier for Spanish-listed company shares to trade on both Spanish and non-EU exchanges, broadening their access to international investors.
What role does Spain's central securities depository play under the new rules?
Spain’s central securities depository remains the reference depository, tracking securities held outside the EU without affecting underlying ownership.
Does the technical account impact securities ownership?
No, the technical account is for accounting purposes only and does not affect the ownership of the underlying securities.

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