One of the options for listing simultaneously on non-EU markets has been clarified
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On December 5, 2024, the OECD published a report containing proposals to revitalize Spain’s capital markets. Although no Spanish regulation prevents the shares of a Spanish listed company from also being traded on other markets, the OECD recommended assessing whether market infrastructure, such as the procedures of Spain’s central securities depository, Iberclear, or certain IT systems, might create practical obstacles.
Co-custody model
Following that review, Royal Decree 813/2026 was published on October 8, amending article 34 of Royal Decree 814/2023 to facilitate the simultaneous listing of shares in Spain and on non-EU markets (a “dual listing”) without requiring the issuer’s primary register to be moved outside Spain.
The new section 4 of article 34 clarifies that a company may be listed on the Spanish Stock Exchanges and on a non-EU market while maintaining Iberclear as its primary central securities depository, even if some of its securities are deposited outside the EU to facilitate trading on the other market. This co-custody model operates through the opening of a technical account with Iberclear, where the balance of shares registered at any given time in the non-EU central securities depository is booked on an aggregated basis.
According to the new provision, that account “does not confer legal title to the balances recorded in it and is maintained solely for purposes of monitoring the integrity of the issue.” Put simply, it “provides greater legal certainty and operational clarity” and makes it possible to verify at all times that the total number of shares recorded in Spain and deposited outside the EU equals 100% of the issue.
Conclusion
- Traditionally, Spanish listed companies have accessed US markets through ADS/ADR programs, under which a depositary bank holds the underlying shares and issues certificates representing those shares, which are then traded in the US instead of the shares themselves. However, no Spanish regulation prevents a listed company from pursuing a dual listing, that is, seeking admission of its shares to trading on those markets.
- One way to structure a dual listing is through the co-custody model, under which Iberclear acts as the primary central securities depository. The amendments introduced by Royal Decree 813/2026, which will enter into force on October 28, 2026, “provide greater legal certainty and operational clarity” for companies choosing this approach.
- In practice, a dual listing may be attractive for groups that are already listed, or are considering an initial public offering, and have a significant international presence. It can provide access to a broader investor base, enhance liquidity in the shares and increase international visibility. Companies should, however, also consider factors such as operational complexity, implementation costs and transparency challenges.
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