Royal Decree 813/2026, published in the Spanish Official State Gazette on 8 October, is being discussed mainly for what it changes in anti-money laundering. But it also contains a reform that matters to any listed company, its directors and its investors: several filings with the CNMV, the Spanish securities regulator, made since 2007 are simplified or abolished.
The Government frames it within the European push to simplify capital markets and make them more competitive. The changes come into force on 28 October 2026, with no adaptation period.
When a takeover bid is under way
Once a takeover bid was announced, shareholders of the target had to notify the CNMV as soon as they reached 1% of the voting rights, and those who already held 3% had to report any later change.
That first threshold rises to 3%. From the announcement of the bid until it is settled or withdrawn, anyone reaching 3% notifies and, from then on, every time their percentage changes. The CNMV still publishes it straight away.
For a fund taking small positions in a company under offer, it is one burden less. The other side is that, while the offer lasts, the CNMV will no longer publish holdings between 1% and 3%, something the bidder and the target itself will have to bear in mind.
Treasury shares
This is probably the change that will be felt most in the daily life of a listed company buying back its shares.
Until now, the company had to report purchases of its own shares every time they exceeded 1% of the voting rights, added up since the last report. Sales were not deducted. And each report had to list every transaction, purchases and sales, with its price.
From 28 October, a report is only needed when treasury shares reach or cross, upwards or downwards, 3%, 5% or 10% of the voting rights, within the same four trading days. The list of transactions is no longer required: it is enough to identify the company, anyone who acted on its behalf where relevant, and the resulting position.
One point to avoid confusion: this concerns the treasury-share report under Royal Decree 1362/2007. If the buyback is carried out under a programme governed by the EU Market Abuse Regulation, that regime keeps its own disclosure obligations.
Directors and senior managers
The same Royal Decree 1362/2007 required directors to report the voting rights they held in the company, whatever the percentage, on appointment, on leaving office and when the company went public. And directors and senior managers had to notify the CNMV of share-based remuneration plans.
All of that is removed. Article 31, Article 47 and the first additional provision are emptied, and the related references in Articles 25, 35 and 36 go.
According to the preamble, this is because they overlapped with what Article 19 of Regulation (EU) 596/2014 on market abuse already requires for managers' transactions, and because the EU Transparency Directive did not call for them. Directors and senior managers still report their dealings in the company's shares; what goes is the national filing that came on top of the European one.
The board secretary would do well to review the internal code of conduct: it probably still mentions some of these obligations.
Listing outside the EU without moving the register out of Spain
The change with the greatest reach is in another decree, Royal Decree 814/2023 on financial instruments and market infrastructures.
A Spanish company wanting to list in Madrid and, say, New York or London at the same time faced a practical problem. Shares traded on the foreign market must be held at that market's central securities depository, which could force the main register of the issue out of Spain.
The new Article 34.4 solves this with a technical account. The Spanish central securities depository may keep an omnibus account, purely for accounting purposes, recording the balance of shares held outside the Union. It serves to check that the issue reconciles and gives no rights over those shares: it does not change who owns what. The main register stays in Spain.
Other adjustments in the same decree
When admitting securities other than shares to trading, the market operator will only check that the requirements are met and that the documents are formally complete, and will not be liable for the accuracy of the information.
The CNMV's sanctions register will also include minor sanctions for the infringements in letters a) and d) of Article 310 of Law 6/2023 on Securities Markets.
Non-EU investment firms operating in Spain without a branch no longer have to send the CNMV each year the information required of branches, and the CNMV may develop the corporate governance requirements for investment firms.
There are also technical adjustments to contributions to the Deposit Guarantee Fund and to the National Resolution Fund.
What to do
If your company is listed, adapt the treasury-share reporting procedure to the new thresholds and clear the internal code of conduct of the filings that disappear, leaving untouched what the Market Abuse Regulation requires.
If you regularly invest in companies under offer, adjust your alerts: during the offer, the first notification to the CNMV is now at 3%.
And if the board is considering a listing outside the EU as well, it is worth reviewing the structure of the transaction with this new depository account, which allows the main register to remain in Spain.
Sources
- Royal Decree 813/2026 of 7 October (BOE of 8 October 2026, BOE-A-2026-20915), fourth, ninth, tenth and eleventh articles.
- Royal Decree 1362/2007 of 19 October, Articles 25, 30.6, 31, 35, 36, 40, 41, 47 and first additional provision, before and after the reform.
- Royal Decree 814/2023 of 8 November, Articles 34.4 and 63.5.
- Regulation (EU) 596/2014 on market abuse, Article 19.
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.