Iberclear
Reference central securities depository. Keeps the register of the whole issue.
Accounts of participants
million shares
Technical account (Art. 34.4), confers no title
million shares
Total of the issue at Iberclear: million✓ reconciled✗ does not reconcile
Foreign depository
The one serving the other market (in the United States, DTC).
Shares held there to trade on that market
million shares
Who owns these shares is shown by this system's records, not by Iberclear's technical account.
- The whole issue is registered with Iberclear and listed on the Spanish exchange.
- Part of it moves to the foreign depository to trade there. The Spanish accounts no longer hold the whole issue.
- The technical account records that balance and the issue reconciles with the total issued again.
In 2023, when Ferrovial moved its parent company to the Netherlands, one of the reasons it gave was that it could not list ordinary shares in the United States from Spain. For months people argued over whether that was a real obstacle or a convenient argument, and the company went on to start trading on Nasdaq in May 2024, by then from its new Dutch base.
Royal Decree 813/2026, published in the Spanish Official State Gazette on 8 October, answers that debate in a single paragraph.
It comes into force on 28 October.
What the rule says
The decree's tenth article adds a paragraph 4 to Article 34 of Royal Decree 814/2023, the provision governing the register of transferable securities. In essence, it says that the central securities depository keeping the register of an issue (in Spain, Iberclear) may keep an account recording, on an aggregate basis, the balance of that issue held at any given time with a central securities depository outside the European Union.
Two points in the text itself are worth keeping in mind. The account confers no title over what is recorded in it, and it is kept solely to control the integrity of the issue.
Why it was needed
In Spain the shares of a listed company are represented by book entries, and the Securities Markets Law assigns the register of the whole issue to a single entity, which must safeguard its integrity; when the shares are listed, that entity is the central securities depository, together with its participants. The EU Central Securities Depositories Regulation adds that the number of securities in the issue must be checked, at least once a day, against the sum of what is recorded in the accounts, and it forbids securities from appearing out of nowhere. If part of the shares moves to a New York depository to be traded there, the question is obvious: how does Iberclear reconcile an issue that is no longer entirely in its accounts?
No rule prohibited dual listing. What was missing was a written answer to that question, and in a securities register what is not written down becomes risk.
The answer the regulation now gives is a technical account.
How it works
This is what the diagram at the top shows. The whole issue is registered with Iberclear. When part of the shares moves to the depository of another market, the Spanish accounts no longer add up to the total issued, and that was the problem. The technical account records that foreign balance on an aggregate basis and the issue reconciles every day again.
In practice, the main register of the issue can stay in Spain while part of the shares circulates on another market. Iberclear remains the reference depository, the company remains Spanish and its shares are the same in Madrid and in New York. They are not certificates representing them.
What it clarifies and what it leaves open
Rather than opening a new door, the decree sheds light on one that already existed and that hardly anyone dared to walk through. That is legal certainty, and in these transactions legal certainty has a price.
What it does not do is solve everything else. Listing in the United States still requires registration with the SEC, compliance with its reporting obligations and the rules of the chosen exchange. The connection between Iberclear and the foreign depository has to be built in practice, with its procedures and agreements, and the EU regulation requires links between depositories to be set out in a contract and their risks managed. And the usual questions remain: how shareholders holding their shares on the other side vote at general meetings and receive dividends, and what it costs to keep all of this running.
What about ADRs? Until now, the usual route for a Spanish company to reach US investors was an ADR programme: a bank holds the shares and issues certificates in the United States that trade in their place. It remains a valid option. The difference is that with dual listing what trades there is the share itself.
The rest of the decree
It brings more for listed companies, and some of it will be felt before dual listing. During a takeover bid, shareholders of the target will only have to notify the CNMV from 3% of the voting rights, not 1%. Treasury shares are reported on reaching or crossing 3%, 5% or 10%, without the list of transactions. The national filings by directors and senior managers that duplicated the EU Market Abuse Regulation disappear. And the market operator, when admitting securities other than shares, will only check the requirements and the formal completeness of the documents. We explain this in more detail in this article on takeover bids and treasury shares, and the anti-money laundering reform in this one.
What we would do
If the board of a listed company is considering listing outside the EU as well, the debate no longer has to start with the registered office. It can start with the numbers: which investors it gains, what registration and compliance on the other market cost, and whether it is worth it compared with an ADR programme.
And it is worth talking early to Iberclear and to the foreign depository, because the rule settles the legal fit but the operations are still to be built.
Full analysis in PDF (in Spanish). The text of the rule, how it fits with the Securities Markets Law and the EU regulation, a comparison of the three routes to a US listing, questions for the board and all the decree's changes in one table.
Download the analysis (PDF)Sources
- Royal Decree 813/2026 of 7 October (BOE of 8 October 2026, BOE-A-2026-20915), fourth, tenth and eleventh articles, and preamble.
- Royal Decree 814/2023 of 8 November, Articles 34.4 and 63.5.
- Law 6/2023 of 17 March on Securities Markets and Investment Services, Articles 8 and 15.3.
- Regulation (EU) No 909/2014 on central securities depositories, Articles 25, 37 and 48.
- Ferrovial, press release of 9 May 2024 on the start of trading on Nasdaq.
This article contains general information for informative purposes and does not constitute legal advice or an investment recommendation. The rules cited may have been amended after publication; always check the text in force before taking a decision.