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Spain’s October 2026 securities-market reform, set out in Real Decreto 813/2026, lets a Spanish issuer keep its principal register in Spain and keep Iberclear as its reference central securities depository, even when part of the same issue is deposited with a depository outside the EU so it can trade on a foreign market. It adds a practical route for cross-listing. It does not reverse Ferrovial’s 2023 corporate reorganization in the Netherlands, and it does not move Ferrovial’s legal home back to Spain.
What the decree changes
The official Boletín Oficial del Estado text places the change in Article 10 of Real Decreto 813/2026. That article adds a paragraph to Article 34 of Real Decreto 814/2023, the implementing rules for Spain’s securities-depository framework. The BOE describes the purpose as facilitating simultaneous trading of Spanish securities on foreign markets without the need to move the principal register of the issue outside Spain. In the official wording: “facilitar la negociación simultánea de valores españoles en mercados extranjeros sin necesidad de trasladar fuera de España el registro principal de la emisión.” That translates roughly as “to facilitate the simultaneous trading of Spanish securities in foreign markets without the need to move the principal register of the issue outside Spain.” If you quote the provision in English, keep the Spanish original alongside your translation.
The practical effect is that the Spanish central securities depository may remain the reference depository even if some of the securities are held at a depository located outside the EU. Before this change, the question for an issuer was whether a foreign listing would force part of the register abroad. The decree gives Spanish issuers a second configuration to consider.
How the Iberclear account works
The mechanism is a technical account kept at the Spanish central securities depository. It is global and accounting-only. It records the balance of securities deposited outside the EU and helps verify that the total issue is consistent. The decree states that this account confers no entitlement or title to the securities recorded in the central register.
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That limit matters. The account is a reconciliation tool, not a separate shareholder register and not a way for a holder to prove ownership. Ownership continues to be governed by the central register.
Ferrovial’s Netherlands move and its 2026 Amsterdam exit
The reform is often read as a response to Ferrovial, so it helps to separate the two events.
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The 2023 reorganization
In 2023 Ferrovial S.A. merged cross-border into its wholly owned Dutch subsidiary, Ferrovial International SE. The group’s shares then remained listed in both Spain and the Netherlands. This was a change of corporate domicile and listing structure. It happened under existing rules, not under the 2026 decree.
The 2026 delisting from Euronext Amsterdam
In a CNMV-filed announcement dated August 13, 2026, Ferrovial said Amsterdam accounted for 0.15% of its average daily trading volume in May, June, and July 2026. It gave September 10, 2026 as the expected last trading day on Euronext Amsterdam and September 11, 2026 as the expected effective delisting date. Those were expected dates in the August announcement; this article does not independently confirm that the delisting was completed on schedule. The company said it would continue trading on Nasdaq and on the Spanish exchanges.
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Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Clear out junk files and repair common Windows errorsFree Scan →The announcement gave the following average daily volume shares for the same period:
| Venue | Share of average daily trading volume, May–July 2026 |
|---|---|
| Nasdaq | 59.21% |
| Spanish stock exchanges | 40.63% |
| Euronext Amsterdam | 0.15% |
These are Ferrovial’s own reported figures for that three-month window. The three shares add up to 99.99%, which is consistent with rounding of the same total. Quote them with the company, venue, and period attached.
Ferrovial attributed the decision to trading activity having concentrated on Nasdaq and in Spain, with a small share on Euronext Amsterdam. It also stated: “As a Dutch company, Ferrovial will continue to be subject to the Dutch corporate governance and regulatory framework.” The company does not present the delisting as a change of nationality or governing law.
What does not follow from the reform
- The decree did not cause Ferrovial to leave Amsterdam. The company’s announcement gives liquidity concentration as its reason.
- It did not move Ferrovial’s domicile or change its governing corporate law. The company still describes itself as a Dutch company.
- It did not newly make dual listing legally possible. The CNMV and BME have said dual listing was already available, and the reform adds a further configuration centred on Iberclear.
- It does not create a new ownership register. The Iberclear account confers no title.
Questions to ask before choosing a foreign listing structure
For an issuer weighing a foreign listing, the reform answers only part of the question. The table below separates what the decree settles from what remains open.
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| Question | What the 2026 decree settles | What remains open |
|---|---|---|
| Legal domicile and governing corporate law | Not changed by the decree. Ferrovial’s case shows the Dutch framework continuing after its Amsterdam delisting. | Depends on the issuer’s corporate structure; not addressed by the decree. |
| Location of the principal register | Can remain in Spain while part of the issue trades abroad. | Which issuers will use the arrangement is not stated in the sources reviewed. |
| Reference central securities depository | Iberclear may remain the reference depository even when some securities are held outside the EU. | The technical and implementation steps for issuers and depositories are not stated. |
| Liquidity and investor access | Not addressed by the decree. | Ferrovial cited trading concentration on Nasdaq and in Spain; the effect on other issuers is not established. |
| Cost of maintaining several venues | Not stated. | Not quantified in the sources reviewed. |
What remains unestablished
The official text is the authority on the legal scope of the amendment. Ferrovial’s August 2026 announcement is the primary source for the company’s stated reasons and volume figures. Neither establishes how many Spanish companies will use the new arrangement, what operational work issuers and depositories must complete, or whether listing volumes, liquidity, or costs will change. Treat those as open questions rather than forecasts.
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