Royal Decree-Law 8/2020 of March 17 in its articles 40 to 43, establishes other flexibility measures to face the crisis created by COVID-19.
EXTRAORDINARY MEASURES APPLICABLE TO LEGAL PERSONS WITHIN CORPORATE LAW
What will happen with the drawing up of the Annual Accounts?
According to our Corporate Law, the annual accounts must be drawn up within a maximum period of three months from the close of the fiscal year, a term that for most organizations ends on March 31 of each year.
However, by virtue of Royal Decree-Law 8/2020 of March 17th, article 40, section 3, this three-month period is suspended until the state of emergency ends, resuming again for another three months from that date. In other words, according to the current information, we would be contemplating a new deadline which might fall approximately in the middle of July 2020.
In this same Royal Decree-Law it is established that the Ordinary General Meeting to approve the annual accounts of the previous year will have to meet within the three months following the end of the term to draw up the annual accounts. Considering the same scenario, the holding of the Ordinary General Meetings this year for the approval of the Annual Accounts 2019 could be legally postponed until the middle of October 2020, which also leads us to the conclusion that the legal deadline for its filing in the Mercantile Registry could be extended up to the middle of November 2020.
Can Meetings be held during the state of emergency?
Exceptionally, during the state of emergency, although the Articles of Association of the organization do not contemplate the holding of telematic meetings, they may be held in this way, provided that authenticity and bilateral or plurilateral connection in real time with image can be ensured as well as sound of remote assistants. This will be allowed to:
o the sessions of the governing and administrative bodies of associations, civil and commercial companies
o the sessions of the governing council of cooperative societies and the trustees of foundations.
Exceptionally, the agreements of the organizations’ governing and administrative bodies may be adopted by means of a written vote and without a session, provided that the president so decides, and they must be adopted when requested by at least two of the members of the body.
Other measures adopted…
Even if there is legal or statutory cause, in the capital companies the partners will not be able to exercise the right of separation until the state of emergency ends and the extensions of the same that, where appropriate, are agreed.
In the event that during the state of emergency there is a legal or statutory cause for the dissolution of the company, the legal term for the call by the governing body of the General Meeting of shareholders in need of adopting the dissolution agreements or redirect the situation, is suspended until the end of this state of emergency and, during the validity of the state of emergency, the administrators will not be liable for the social debts contracted in that period.
