New rules for listed companies in Spain: dual listing made easier and simplified transparency requirements

Royal Decree 813/2026, published in the Spanish Official State Gazette on October 8, amends various royal decrees related to the financial sector to adapt them to the current framework. 

Among other measures, as we will explain below, the decree amends the rules on financial instruments to facilitate dual listing in Spain and outside the EU for Spanish listed companies in a process that does not require the primary record of the issuer's securities to be transferred outside Spain and does not use depositary receipts (such as American Depositary Receipts -ADRs-) or equivalent instruments representing the shares. 

It also introduces certain changes to simplify specific disclosure requirements under the transparency rules for Spanish issuers.

This royal decree enters into force twenty days after the date of its publication in the Official State Gazette (BOE) (i.e., on October 28, 2026).

Dual listing: technical account at the central securities depository

Article 10 adds a new paragraph 4 to article 34 of Royal Decree 814/2023 of November 8, 2023 on financial instruments, admission to trading, recording of tradable securities and market infrastructures, with the aim of enabling dual listing of Spanish listed companies’ securities on foreign markets without having to transfer the primary record of the issue outside Spain.

The Royal Decree allows central securities depositories (CSDs) to maintain a technical account for securities deposited outside the EU (in the U.S., for example). This will enable the CSD to keep an account recording the aggregate balance of the securities of an issue that are deposited with a non-EU CSD which is also responsible for record-keeping. 

The Royal Decree clarifies that this account will not confer any ownership rights over the securities balances recorded in it and will be maintained solely to monitor the integrity of the issue. According to its preamble, it is an aggregate technical account kept purely for accounting purposes that does not affect ownership of the securities.

In light of the doubts that had been raised, this reform seeks to clarify that, as in other European jurisdictions (France, for example), the issuer's CSD may maintain a unified record for all the shares as a dual listing option.

This and any other dual-listing alternatives that may arise (for example, using existing connectivity links between non-EU CSDs and EU CSDs) will require both that they are feasible under Spanish law and also that the applicable eligibility procedure is successfully completed in each case between the issuer and the foreign CSD.

Elimination of the specific notification regime for transactions by directors

Article 4 amends Royal Decree 1362/2007 of October 19, 2007 on the transparency of issuers, with the aim of reducing administrative burdens while maintaining a sufficient level of transparency more closely aligned with EU legislation. Among other measures, it deletes the content of article 31 which established the obligation for the issuer’s directors to report transactions involving securities of the listed company in which they hold office, together with the related reporting deadlines.

This is because the regime overlapped with the transaction notification regime under article 19 of Regulation (EU) No 596/2014 on market abuse and is not required by Directive 2004/109/EC on transparency.

From now on, directors and executives will be subject only to the notification regime for persons discharging managerial responsibilities (PDMRs) under the Market Abuse Regulation.

New thresholds for reporting treasury shares

The reform also amends the rules on reporting transactions in treasury shares. Under the new wording of article 40.1 of Royal Decree 1362/2007, the issuer must notify the CNMV of its percentage of voting rights whenever, as a result of acquiring or disposing of treasury shares, its holding reaches, exceeds or falls below the thresholds of 3%, 5%, or 10% of voting rights. This applies whether the acquisition or disposal takes place in a single transaction or a series of transactions, and whether it is carried out directly by the issuer or through a controlled entity or an intermediary. The notification must be made within four trading days from the date of the acquisition or disposal. The previous 1% threshold has been removed.

The obligation under article 41(c) to identify and report all transactions resulting in these thresholds being crossed has also been removed. These amendments are in line with the EU’s regulatory simplification strategy aimed at improving the competitiveness of EU capital markets.

Notification of acquisitions of shares in the target company during a tender offer

Royal Decree 1362/2007 is also amended as regards transparency obligations during takeover bids, raising the notification threshold for shares acquired during a takeover bid from 1% to 3%. Under the new wording of article 30.6, shareholders of the target company who acquire voting shares must notify the CNMV when their holding reaches or exceeds 3%.

In addition, these shareholders, and any shareholders already holding 3% of the voting rights, must report any subsequent transaction that changes that percentage. These obligations apply from the date on which the takeover bid is announced until the date of its settlement or, where applicable, its withdrawal or termination.