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Spain’s October 2026 securities-market decree lets a Spanish issuer keep its principal register in Spain and keep Iberclear as its reference central securities depository, even when some of its securities are held at a depository outside the EU for trading on a foreign market. It adds an operating option for dual listings. It does not reverse Ferrovial’s 2023 move to the Netherlands, and it is not the reason Ferrovial announced its exit from Euronext Amsterdam in 2026.
What Real Decreto 813/2026 changes
The official text in the Boletín Oficial del Estado identifies the change as Article 10 of Real Decreto 813/2026. It adds a paragraph to Article 34 of Real Decreto 814/2023, the implementing rules for securities registration and depositories. The BOE describes the purpose as follows:
“facilitar la negociación simultánea de valores españoles en mercados extranjeros sin necesidad de trasladar fuera de España el registro principal de la emisión.”
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In English, roughly: to facilitate simultaneous trading of Spanish securities on foreign markets without the need to move the principal register of the issue outside Spain. The translation is ours; quote the Spanish original if you need verbatim wording.
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The register and depository option
The practical question the rule addresses is how the Spanish register and a foreign depository can work together when a Spanish security trades outside the EU. Under the new paragraph, the Spanish central securities depository may remain the reference depository even if part of the issue is deposited with a depository located outside the EU for trading there. The principal register stays in Spain in that configuration.
The technical account at Iberclear
The mechanism is a global technical account at the Spanish depository. It is accounting-only. It records the balance of the issue’s securities deposited outside the EU and helps verify the integrity of the issue. The decree states that this account does not confer entitlement or title to the securities recorded in the central register. It should therefore not be described as a separate ownership register.
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Is this the first route to a dual listing?
According to contemporary reporting, the CNMV and BME have maintained that a dual listing was already possible before this decree. On that reading, the change adds a further configuration in which Iberclear keeps the reference-depository role. The materials available for this article do not establish that the decree newly made every form of dual listing legally possible. Treat it as an additional practical route, not a new right to list abroad.
What Ferrovial did in 2023
In 2023 Ferrovial S.A. merged cross-border into its wholly owned Dutch subsidiary, Ferrovial International SE. Its shares were then listed in both Spain and the Netherlands. That was a corporate domicile and listing transaction. It preceded the 2026 depository decree and is not undone by it.
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Ferrovial’s 2026 exit from Euronext Amsterdam
In an announcement filed with the CNMV on August 13, 2026, Ferrovial said it would leave Euronext Amsterdam and keep its shares listed on Nasdaq and on the Spanish stock exchanges. The company reported the following shares of its average daily trading volume for May, June and July 2026. These are company figures for that three-month period.
| Venue | Share of Ferrovial’s average daily trading volume, May–July 2026 (company figure) |
|---|---|
| Nasdaq | 59.21% |
| Spanish stock exchanges | 40.63% |
| Euronext Amsterdam | 0.15% |
Ferrovial set September 10, 2026 as the expected last trading day on Euronext Amsterdam and September 11, 2026 as the expected effective delisting date. It attributed the decision to trading concentrating on Nasdaq and in Spain, with a very small share on Amsterdam. Public material available as of October 9, 2026 did not include a later confirmation that the delisting took effect on those dates.
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Dutch status does not change with the delisting
Ferrovial stated in the same announcement: “As a Dutch company, Ferrovial will continue to be subject to the Dutch corporate governance and regulatory framework.” Leaving Amsterdam changes where the shares trade. It does not change the company’s legal domicile or governing corporate law. The Amsterdam exit therefore does not mean Ferrovial has moved back to Spain, and the Spanish decree is not the cause of the move.
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For a company weighing a foreign listing, the decree adds one option to the usual comparison. The main axes are:
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- Legal domicile and governing corporate law. Ferrovial shows that a Dutch domicile can coexist with Spanish and US trading lines.
- Where the principal register and reference depository sit. The new paragraph lets the Spanish register and Iberclear stay in place while part of the issue is held abroad.
- The destination market’s depository requirements and operational links. These determine how the foreign-market account must be set up.
- Liquidity and investor access on each venue. Ferrovial’s own figures show how concentrated trading can become on one or two venues.
- Reporting, governance and ongoing listing costs. No public cost figures for these items were available for this article.
What remains open
Public material available as of October 9, 2026 does not identify which Spanish companies will use the new arrangement. It also does not describe the technical or implementation steps issuers and depositories must complete, or the effect of the change on listing volume, liquidity or costs. Treat those as open questions rather than forecasts. For legal scope, use the BOE text of Real Decreto 813/2026. For Ferrovial’s stated rationale and trading figures, use the company’s August 13, 2026 announcement.
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