The construction company justifies this change of registered office to attract investors and be listed in the US, and clarifies that the fiscal impact is “minimal” for the Treasury
The construction company Ferrovial, one of the largest listed on the Ibex-35, has announced its sudden intention to move its headquarters (the address of the firm for tax purposes, among other derivatives) from Spain to the Netherlands. It will do so under the formal argument that most of the business is generated abroad. Although the group has explained to investors that it is going to that country because it has “a stable legal framework” in terms of law and stability for the business; and a “AAA credit rating”, that is, the highest possible grade in the thermometer used by large investment funds.
The transfer of the registered office is one of the major decisions that any company – large or small – can carry out and represents a point of confidence for the company to the legal destination to which they are headed. This happened, for example, when several large companies moved their headquarters from Barcelona to other cities, such as Madrid or Valencia, after the independence process of 1-O in 2017.
The change, which will be put to the vote at the next shareholders’ meeting, was not provided for in any of the group’s strategic plans and until now its executives had made no mention of this possibility. Formally, the executive body, chaired by Rafael del Pino, has made this proposal by indicating that 82% of its income and 96% of its stock market value is abroad. To carry out this transfer, the board has proposed a merger between the parent company and Ferrovial International, a Dutch European public limited company that owns 86% of the company’s assets.
The formal objective of Ferrovial, which has earned 186 million in 2022 (84% less) is to list in the Netherlands and, at a later time, make the leap to the United States stock market. However, the company has not clarified in its communication to the market why it does not make the leap directly from Spain, without having to change its registered office to another European country. The group – he insists – wants to “take advantage of internationalization, a huge advantage of being in both countries”, explain sources from the firm, who point to the ultimate goal of listing in the world’s leading economic power. Although this step “will not be so immediate,” they clarify.
Among the modifications that the change of address will entail is that related to taxation. By moving the headquarters to the Netherlands, Ferrovial will stop paying the taxes that until now it paid to the Spanish Treasury, although the group clarifies that it will not have a “relevant tax impact” since it will mean between 1% and 1.5% of the annual payment. The latest data available indicates that Ferrovial has 15 workers in the Netherlands and a minimal part of its income comes from that territory.
Maintains national activity
The historic infrastructure company insists that its Spanish companies (those dedicated to construction or highways) “will continue” in the same situation as up to now, without foreseeing any impact in terms of employment. Nor will it condition – they insist – investment plans in Spain.
For the corporation, changing the registered office to the Netherlands and listing on the market in that country is “an attraction” for international investors, as it is a country with the highest credit rating, “better financing conditions” and “better investment valuation.
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