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Commercial News for Unlisted Companies as a Consequence of COVID-19

Given the current situation of the COVID-19 pandemic and taking into account that it is this March, most commercial companies have to prepare the annual accounts for the fiscal year closed on December 31, 2019, the Government approved yesterday, March 17, Royal Decree-Law 8/2020, on extraordinary urgent measures to face the economic and social impact of COVID-19, which, in relation to said formulation and approval of annual accounts, as well as in relation to the possibility of holding sessions of administrative bodies (administrative councils, governing boards of associations, trustees of foundations ...), a series of measures were established, which are summarized below, transcribing the literal text of the aforementioned Royal Decree:

Possibility of holding virtual or non-face-to-face meetings of said bodies, although this is not foreseen in the bylaws, and without the need to modify said bylaws:

  • Although the statutes had not provided for it, during the alarm period, the sessions of the governing and administrative bodies of associations, civil and commercial companies, the governing council of cooperative societies and the trustees of foundations They may be held by videoconference to ensure authenticity and bilateral or plurilateral connection in real time with remote image and sound of attendees. The same rule will be applied to the delegated committees and to the other mandatory or voluntary committees that it has constituted. The session will be understood to be held at the domicile of the legal entity. ”

Possibility of holding meetings through the voting system in writing and without a session:

  • Although the statutes had not provided for it, during the alarm period, the agreements of the governing and administrative bodies of the associations, of civil and mercantile societies, of the governing council of cooperative societies and of the trustees of foundations they may be adopted by means of a written vote and without a session whenever the president so decides, and they must be so adopted when requested by at least two of the members of the body. The same rule will be applied to the delegated committees and to the other mandatory or voluntary committees that it has constituted. The session will be understood to be held at the registered office. The provisions of article 100 of Royal Decree 1784/1996, of July 19, which approves the Regulations of the Commercial Registry, will apply to all these agreements, even if they are not mercantile companies.”

Extension of the term to prepare annual accounts:

  • The period of three months from the end of the fiscal year for the governing or administrative body of a legal entity to formulate the annual, ordinary or abbreviated, individual or consolidated accounts, and, if legally required, the report of management, and to formulate the other documents that are legally obligatory by the company legislation, is suspended until the state of alarm ends, resuming again for another three months from that date.
  • In the event that, on the date of declaration of the state of alarm, the governing or administrative body of a legal entity had already prepared the accounts for the previous year, the period for the accounting verification of those accounts, if the Audit was mandatory, it will be understood to be extended for two months from the end of the state of alarm.”

Extension of the term for the approval of the annual accounts:

  • The ordinary general meeting to approve the accounts of the previous year will necessarily meet within the three months following the end of the term to prepare the annual accounts.
  • If the call for the general meeting had been published before the declaration of the state of alarm, but on the day it was held after that declaration, the management body may modify the place and time scheduled for holding the meeting or revoke the call agreement by means of an announcement published at least 48 hours in advance on the company's website and, if the company does not have a website, in the "BOE". In case of revocation of the call agreement, the administrative body must proceed to a new call within the month following the date on which the state of alarm had ended.

Meetings held with the presence of a notary:

  • The notary who is required to attend a general meeting of partners and draw up the minutes of the meeting may use remote means of communication in real time that adequately guarantee the fulfillment of the notarial function.

Suspension of the exercise of the right of separation by the partners in case of non-distribution of minimum dividends of 25% of the result:

  • 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 alarm ends and the extensions of the same that, where appropriate, are agreed.

Specialty in relation to cooperatives:

  • The reimbursement of contributions to cooperative members that cause withdrawal during the validity of the state of alarm is extended until six months have elapsed from the end of the state of alarm.

Suspension of the legal term for the dissolution of the company and for the calling of general meetings in the event that the company is involved in the cause of legal dissolution:

  • In the event that, during the validity of the state of alarm, the term of duration of the company established in the articles of association elapses, the dissolution will not take place fully until two months after the end of said state. .
  • In the event that, before the declaration of the state of alarm and during the validity of that state, there is a legal or statutory cause for the dissolution of the company, the legal term for the summons by the administrative body of the general meeting of partners in order to adopt the dissolution agreement of the company or the agreements that are intended to unnerve the cause, it is suspended until the end of this state of alarm.
  • If the legal or statutory cause of dissolution had occurred during the validity of the state of alarm, the administrators will not be liable for the social debts contracted in that period. ”

The Firm and our team of Commercial and Corporate Law is at your disposal to hold such meetings electronically or without a session, as well as to formalize the corporate agreements that may be necessary in your companies for the fulfillment of commercial obligations in the form and terms established in the LSA and in this new Royal Decree.


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Guillem Gilabert's picture

From a material point of view, his experience, first as Lawyer in the area of ​​commercial law of the Manubens Associates Law Firm, and later as Partner in charge of the same, have allowed him to direct files and issues of the most varied fields of commercial law, Corporate, financial and new technologies.

His 24 years of professional experience have adhered to commercial and corporate law, financial and new technologies. Guillermo Gilabert specializes in the design of optimal legal and business structures, formalization of corporate agreements and management of corporate conflicts, commercial and competition law, foreign investment, public procurement, advice to Foundations and other non-profit entities, corporate law, finance And sectors in the field of new technologies, biotechnology and renewable energy. Guillermo Gilabert is secretary of several companies that operate in different sectors of activity, both nationally and internationally.

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