The explanation given to the CNMV by Ferrovial outlines four core reasons behind the board’s choice to relocate Spain’s headquarters. The multinational asserts that moving its base to the Netherlands will place its headquarters within a more centralized financial and strategic hub. This configuration is said to streamline access to financing and capital, while boosting the company’s visibility and reputation across Europe and beyond. Government officials have pressed back on these claims, with the CNMV and Moncloa poised to scrutinize whether the arguments hold substantive weight. Raphael del Pino, Ferrovial’s president, has argued that the reasons are financial in nature, though critics suggest political rhetoric may be obscuring the true motivation. Amid political noise, supporters maintain that there are tangible economic justifications for the move, and that government or CNMV analyses should weigh these factors fairly, rather than dismiss them outright.
A special tax regime for mergers
The proposed shift of Ferrovial’s headquarters to the Netherlands is framed as part of a cross-border merger, wherein Ferrovial Internacional SE (FISE), based in Amsterdam, would acquire the Madrid-based Ferrovial SA, reconfiguring the corporate structure. The analogy underscores a strategic consolidation rather than a mere relocation. Mergers typically trigger significant funding inflows, acquisitions, and securities exchanges, events that can produce a substantial tax burden absent favorable merger-related provisions. The special tax regime for mergers offers notable savings during such restructurings. In Ferrovial’s letter to the CNMV dated March 2, the company reiterates its intent to leverage this regime, describing mergers as actions governed by the tax code. The regime has precedent in large restructurings, such as Caixabank and Bankia, where tax deferrals on capital gains were a central benefit.
One condition: not to pay less
During a merger, the asset values of the acquired company must be updated, which can trigger capital gains taxed by the treasury. This regime, among other fiscal provisions, covers reorganizations including mergers, demergers, asset contributions, and changes in registered offices among EU member states. It allows deferral of capital gains taxes under specified conditions, reducing the immediate tax hit. The wording suggests that taxes on hidden gains can be avoided unless a sale occurs, aligning with the goal of preserving value during complex corporate restructurings.
Ferrovial earned 1.014 million in infrastructure contracts from the Sánchez Government in four years
The crux of the matter
At the heart of the discussion lies a practical test: if Ferrovial can convincingly argue that relocating headquarters to Amsterdam will generate real job creation and broader benefits, then the private merger framework should function as claimed. If the government or CNMV conclude that the relocation was primarily a tax efficiency move, it could affect the perceived validity of relying on the special regime for an extended period. The possibility exists that Ferrovial might relocate first and address taxes later, potentially complicating Spanish tax obligations. The debate extends beyond partisan rhetoric, with economic implications and detailed discussions about corporate governance and fiscal policy shaping the narrative. Recent meetings with tax authorities indicate ongoing dialogue about the company’s operational strategy and tax planning.
Four reasons for Del Pino
The document submitted to CNMV, titled Joint cross-border merger project, lays out the arguments supporting the Netherlands relocation without centering tax savings as the primary justification. Ferrovial emphasizes that the Netherlands offers a favorable business and investor climate, a robust legal framework, and strong corporate governance. The company asserts that these factors will lower debt financing costs and improve long-run capital efficiency. It also argues that establishing a presence in the Netherlands will raise brand awareness across Europe and globally. Additionally, the group views the Netherlands as an optimal platform for listing in the United States alongside Spain, with a strategic aim to increase U.S. business activity, supported by a substantial share of investment plans for 2023–2027 directed toward the United States.
Government suspicion: financial motive
The government has questioned whether the presented reasons are substantive, while CNMV notes that a Madrid listing could suffice for US access, suggesting the relocation may not be necessary for a U.S. listing. The government highlights potential tax advantages: the Netherlands exempts 100% of dividends distributed by foreign subsidiaries to the parent, compared with 95% in Spain. An independent analysis estimates a potential saving of tens of millions of euros, given tax metrics from 2022. Dutch tax rules also permit tailored settlements with tax authorities, and the ability to offset losses through carryforwards. Ferrovial’s annual report shows sizable tax credits and losses accumulated in prior years, which the Netherlands allows to be carried forward with broad offsets, complicating a straightforward tax comparison with Spain.
possible outcome
Experts generally agree that while tax considerations are a factor, Ferrovial may be able to secure real economic gains from the move, potentially strengthening its financial position. At the same time, it could provoke scrutiny from Spanish authorities who must weigh whether the tax-neutral merger regime remains appropriate in the evolving corporate structure. The broader question centers on how the relocation will be assessed in terms of overall business impact versus fiscal optimization. The public discourse reflects a mix of policy concerns and business strategy as Ferrovial continues to engage with tax authorities and regulatory bodies to outline the operating plan for its international expansion.