Spain’s October 2026 reform gives issuers an additional way to trade securities abroad while keeping the issue’s principal register in Spain and Iberclear as its reference central securities depository. It does not reverse Ferrovial’s 2023 move into a Dutch company: Ferrovial’s planned exit from Euronext Amsterdam in 2026 changes a listing venue, not its Dutch domicile or governing framework.
What Spain changed
Article 10 of Real Decreto 813/2026 adds a provision to Article 34 of Real Decreto 814/2023. Its stated purpose is “facilitar la negociación simultánea de valores españoles en mercados extranjeros sin necesidad de trasladar fuera de España el registro principal de la emisión” — facilitating simultaneous trading of Spanish securities in foreign markets without moving the issue’s principal register outside Spain.
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In practical terms, the Spanish central securities depository can remain the reference depository even when some securities are deposited with a central securities depository outside the European Union for trading there. The change concerns the register and depository arrangement, not an issuer’s corporate domicile.
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How the technical account works
The arrangement uses a global, accounting-only technical account at the Spanish central securities depository. It reflects the balance of securities deposited outside the EU and supports checks on the integrity of the issue. The decree specifies that the account does not confer entitlement or title to the securities recorded in the central register; it is not a separate ownership register.
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The measure is best understood as an additional operational configuration for cross-border trading. Contemporary reporting says the CNMV and BME maintained that dual listing was already possible; the new provision offers another way to coordinate foreign trading while Iberclear remains the reference depository.
Why this does not undo Ferrovial’s 2023 move
Ferrovial’s 2023 transaction was a corporate reorganization: Ferrovial S.A. merged into its wholly owned Dutch subsidiary, Ferrovial International SE, and the resulting company was listed in Spain and the Netherlands. That merger and change in corporate domicile are separate from Spain’s 2026 rules for securities registration and depositories.
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In August 2026, Ferrovial announced its expected departure from Euronext Amsterdam. It said Amsterdam represented 0.15% of its average daily trading volume during May, June and July 2026, compared with 59.21% on Nasdaq and 40.63% on the Spanish stock exchanges. These are the company’s reported figures for that period.
Ferrovial named September 10, 2026, as the expected last trading day in Amsterdam and September 11 as the expected effective delisting date. It said its shares would continue trading on Nasdaq and the Spanish exchanges. The company also stated: “As a Dutch company, Ferrovial will continue to be subject to the Dutch corporate governance and regulatory framework.”
What the reform does—and does not—mean for issuers
A company considering a foreign listing should distinguish several decisions that are related but not interchangeable:
- Corporate domicile and governing law: where the company is incorporated and which corporate framework applies.
- Principal register and reference depository: where the issue’s main securities record is maintained and which depository serves as the reference point.
- Foreign-market settlement: how securities held through a depository in another market are linked to the main arrangement.
- Venue and liquidity: whether a second listing attracts enough trading and investor access to justify maintaining it.
- Ongoing obligations: the reporting, governance and listing costs associated with multiple venues.
The Spanish reform addresses the register and depository configuration. It does not itself decide whether a company should list abroad, establish the destination market’s requirements, or settle the cost and liquidity trade-offs for a particular issuer. The available material also does not establish that the measure newly makes every form of dual listing legally possible.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What is not yet established
The official text defines the legal change, but the available material does not identify which Spanish companies will adopt the arrangement, what implementation steps issuers and depositories will need, or how it may affect listing volume, liquidity or costs. Those outcomes remain open rather than guaranteed consequences of the rule.
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