Spain decree lets listed companies dual-list in the US without moving their registered seat

What the decree changes

Royal Decree 813/2026, dated 7 October, was published in the Boletín Oficial del Estado (BOE) on Thursday 8 October. It modifies several financial royal decrees, and its central change is a new section in article 34 of Royal Decree 814/2023, which governs financial instruments, admission to trading and securities registration. The new paragraph lets a central securities depository keep a global account for an issue whose securities are held at a depository outside the European Union. That account confers no title of legitimation and exists only to check that the issue stays intact. In practice, Iberclear, the Spanish depository owned by Bolsas y Mercados Españoles (BME), can keep the main register even when part of the shares are deposited in a US infrastructure for trading there. Until now, a Spanish share bought in New York could not be recorded at Iberclear, and US investors had to use American Depositary Receipts (ADRs), which cannot be included in indices such as the Dow Jones or the S&P 500.

Ferrovial and the 'ley Ferrovial' label

Several outlets call the decree the 'ley Ferrovial', after the company chaired by Rafael del Pino. ABC reports that Ferrovial announced in February 2023 that it would move its registered office to the Netherlands, with the aim of listing in the United States. The company later joined the Nasdaq, and El Mundo reports that its shares have risen more than 70% since the move. Ferrovial kept its Spanish listing alongside New York, and ABC says it recently stopped trading in Amsterdam because most of its liquidity now moves between the US and Spain. The CNMV's official sources distance the reform from the Ferrovial case and argue the company could have listed in the US without moving its registered office. They describe the decree in these terms:

give a company more options if it wants to list on several markets outside the European Union and keep all of its shares in Spain

Industry and market reaction

BME says there is no technical obstacle to a Spanish company listing at the same time in Spain and the United States. The exchange operator adds that it is ready to adapt its services when a company asks for the arrangement. Each deal still needs its own setup, and BME stresses that coordination with the US system is required.

Each transaction, however, requires a tailored solution at the issuer's request and coordination with the US infrastructure, DTC.

Europa Press describes the change as a very technical reform that alters no part of the financial infrastructure and adds no new listing options. It notes that companies could already dual-list, but only by moving the main register of their shares abroad, which is the route used for the US through DTC. El Confidencial and La Razón frame the decree as allowing Wall Street listings without moving the corporate seat.

Other measures and political timing

La Vanguardia reports that the decree also raises the threshold for notifying shareholding changes in companies subject to a takeover bid from 1% to 3%, and sets 3%, 5% or 10% as the thresholds for buyback notifications. It also widens payment methods in public administrations to include credit cards and expands uses of the digital national ID (DNI). La Razón notes that the decree arrives as general elections approach, and that the Ministry of Economy, led by Carlos Cuerpo, began drafting it in spring. Europa Press says the ministry had been preparing the reform since before the summer. El Mundo reports that Cuerpo, as first vice-president, signed the royal decree.