Ferrovial’s Dutch Relocation and the Spanish Tax Office’s Watchful Eye
The Spanish Tax Administration Agency, known as AEAT, is preparing to review the finances and tax implications if Ferrovial proceeds with relocating its headquarters from Madrid to Amsterdam. The discussion follows a board recommendation to shift the base of operations to the Netherlands, a move that the company argues is driven by strategic and economic considerations rather than tax avoidance. As of the latest statements, if the shareholders vote in favor of the headquarters relocation and if the related assets transfer falls under a special merger or spin off regime, the contributions of assets and any associated value adjustments could be subject to the corporate tax regime managed by AEAT. The AEAT commissioner highlighted that this kind of operation triggers extensive oversight and formal checks, especially when a merger is involved, to determine whether there is a genuine business purpose behind the move.
the agency notes that in practice these FEAC operations are reviewed to ensure there is a solid economic rationale beyond tax planning. If the motive seems primarily tax driven, the authorities indicate that there could be consequences. This stance was reiterated during a press briefing where the 2022 income statement review was discussed and where the agency emphasized its commitment to thorough scrutiny of such corporate moves.
In the broader context, Ferrovial faces questions about who sits on its board as the company weighs the implications of moving its administrative hub. At present, the government has sent a formal communication to Ferrovial executives expressing concern about the lack of a clear economic justification for departing Madrid for Amsterdam. Officials have indicated that the tax office would monitor the situation closely, noting that it has not seen a scenario quite like this before. The agency also mentioned that it learned about the discussion through media reports and correspondence that circulated publicly at the time.
Fernández noted that the AEAT normally includes a number of FEAC related reviews in its annual plan, selecting specific operations for verification based on current tax risk indicators. He explained that these audits tend to be long-term, often spanning one to two years, and that predicting their exact volume is not feasible. The emphasis, he added, is on conducting careful checks to confirm the legitimacy and timing of corporate restructurings, rather than rushing through assessments merely for appearances.