The Spanish Tax Agency, under the Ministry of Finance and Public Administrations, opened a tax inspection of Ferrovial in June of the previous year. This occurred just four months after the infrastructure group announced plans to relocate its headquarters to the Netherlands, and a month after the decision was endorsed by the Shareholders’ Meeting.
According to the company’s activity report released after presenting the 2023 results, Ferrovial was notified about the start of a tax inspection covering the Corporate Income Tax for 2017 through 2020, the Value Added Tax, and other tax withholdings for 2019 and 2020. At present, the firm is supplying the information required by the tax authority, which has opened a single inspection procedure for the entire group of subsidiaries and the parent company chaired by Rafael del Pino. In Spain, the general rule allows four years for the tax authority to initiate an inspection, a fact Ferrovial itself highlights in the report.
This inspection follows a period of public friction between the government and Ferrovial during the past year, particularly involving its president Rafael del Pino, who was criticized by several ministers and the prime minister. The finance minister, for instance, went so far as to suggest that the relocation had motivations beyond simply pursuing an initial listing in the United States, a claim Ferrovial has contested.
Some media reports pointed to the possibility of penalties if the tax authority found the relocation driven by fiscal motives, a scenario later confirmed by the Tax Agency. If the motive was solely fiscal, consequences would likely follow. Soledad Fernández, the general director of the tax agency, suggested as much. In the end, there has been no public record of such a sanction arising from this specific investigation. In 2024, a document requested under Transparency rules but not previously released by the National Securities Market Commission supported Ferrovial in asserting that debuting in New York was more straightforward from Amsterdam than from Spain, where such a move had never before occurred.
Asked about the situation, José María Mollinedo, general secretary of the Government Tax Technicians Union, explained that these inspections are not routine and begin at the administration’s initiative. For companies like Ferrovial, which reports over 200 million euros in revenue and falls under the Central Delegation of Large Taxpayers, the Tax Agency operates with limited staffing and proceeds from indications rather than routine checks.
In addition to Spain, Ferrovial has open inspections in four other countries: Canada, the Netherlands, Chile, and Morocco. There is no current inspection listed in the United States, the company’s largest market by revenue, highlighting a geographic nuance in the firm’s tax posture across its global footprint.
Ferrovial flagged the risk of a fiscal penalty in Spain
Both the United States offshore listing prospectus and the firm’s annual activity report warned investors about the potential for a fiscal penalty in Spain. The central concern remains that Spain’s four-year general window allows the tax authority to determine that there was a fiscal motive, which could affect the neutral tax regime that existed between the Netherlands and Spain following the merger of the companies.
Last year, Ferrovial, led by Ignacio Madridejos, won a significant legal battle against the tax administration. The Supreme Court voided a sanction that the National Court had previously upheld, tied to the corporate tax payment following the acquisition of Heathrow Airport, the largest airfield in London and Europe. The effective reversal means a recovery of nearly 120 million euros for Ferrovial.