Multiple voting shares: the European directive and its transposition in Spain
Published on 23rd July 2026
The transposition of the Multiple Voting Shares Directive marks a fundamental shift in Spanish company law
Accessing capital markets brings costs beyond the purely financial. Founders and controlling shareholders often hesitate to list their companies, as doing so can dilute their holdings and reduce their influence over key decisions. Directive (EU) 2024/2810 of 23 October 2024, on multiple vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility, explicitly recognises that fear of losing control is a major deterrent for controlling shareholders considering a public market, such as a multilateral trading facility (MTF).
The directive aims to harmonise Member States’ law, make MTFs more competitive for raising capital, and broaden options for companies, especially small and medium-sized enterprises (SMEs). It forms part of the Listing Act, adopted by the Council of the EU on 8 October 2024, which seeks to make European capital markets more accessible.
The directive proposes allowing shares with multiple voting rights (MVRs). This structure creates at least two share classes with different voting powers, so that at least one class holds more votes per share. The aim is to let controlling shareholders keep decision-making power while raising capital on public markets.
The lack of harmonisation has real consequences. Companies in countries banning MVRs must move their registered office to another Member State to adopt this structure, incurring high costs and complexity. Addressing this asymmetry is a core aim of the directive.
The directive was published in the Official Journal of the European Union on 14 November 2024, took effect twenty days later, and must be transposed into Member State law by 5 December 2026.
Spanish law on multiple voting rights
Spain currently has no framework for MVRs. Articles 96(2) and 188(2) of the Companies Act require voting rights to match the nominal value of each share and prohibit any mechanism that disrupts this balance. This proportionality rule is a key principle of Spanish public limited company law. Before loyalty shares, only two exceptions existed: non-voting shares and statutory caps on the votes a single shareholder could cast.
The only recent exception is the introduction of loyalty-based double-voting shares under Law 5/2021 of 12 April, which amended the Capital Companies Act. However, the directive expressly excludes these shares because their aim is to promote long-term ownership, not to facilitate access to capital markets. As a result, transposing it will introduce a true exception to Spain’s principle of proportionality.
The directive applies only to companies, including SMEs, seeking to list their shares on an MTF. It covers only those companies that do not already have shares admitted to trading on an MTF or regulated market, specifically targeting those making their debut on such alternative markets, while excluding companies already listed.
Transposition and outlook: an impact yet to be determined
The directive leaves the model up to Member States. Spanish legal scholars see three options: allow MVRs only for debuting companies on an MTF, extend them to already-listed companies, or open them to all public limited companies, listed or unlisted.
All indications are that Spain will choose the first option. Spanish law has never permitted voting rights to exceed the proportional share of capital; legislative reforms have consistently reinforced this principle. There is no reason to expect a different approach now.
Choosing a transposition model is just the first step. The main challenge is how Spain will protect shareholders who do not hold multiple voting shares, a central issue during the directive’s negotiation. The effectiveness of these safeguards will determine whether companies embrace the new regime. As Spain has not yet begun the legislative process, the ultimate impact on companies and the market remains unknown.
Osborne Clarke comment
The directive offers SMEs and growth companies a real chance to raise capital through alternative markets while founders retain control. This marks a significant change in Spanish company law.
However, the effectiveness of this change depends on how Spain implements it. With the transposition deadline on 5 December 2026, only time will tell whether multiple voting shares will become an effective tool for Spanish companies.
