As the consequence of declaration of the state of alarm in Spain due to Covid-19, and with the purposes of mitigating a negative impact on functioning of Spanish companies, the Spanish Government has approved a range of extraordinary measures.
They are set out in a Royal Decree-law 8/2020, of 17 March, on Urgent and extraordinary measures to cope with the economic and social impact of Covid-19, which entered into force on March 18, 2020.
These measures will be applicable during all period of validity of the state of alarm. In particular, they are the following ones:
1. Meetings of corporate bodies
Meetings of governing bodies of companies can be held by videoconferences even if by-laws do not establish such possibility.
2. Resolutions of corporate bodies
Resolutions of governing bodies of companies can be approved without a meeting and in writing if the president decides so and must be approved in such way if at least two members of the governing body request so.
3. Term for the preparation of annual accounts
A three-month term for the preparation of annual accounts by Directors is suspended. Once the state of alarm has been ceased, this term will be renewed for three months more.
4. Audit of annual accounts
The term for an auditor to verify annual accounts is extended for two months from the termination of the state of alarm, if Directors of a company had already prepared them at the time of declaration of the state of alarm.
5. Approval of annual accounts
AGM for the approval of annual accounts will be held within three months starting from the date when the term to prepare annual accounts has been finished.
6. Modification/ revocation of shareholders meeting
Directors can modify a place and time of holding a shareholders meeting or revoke a notice of call for a meeting, if it had been published before the state of alarm was declared, but with the meeting date subsequent to such declaration.
Such modification or revocation will be made by publishing a notice on the company web page or in the Official State Gazette.
In the case of revocation, Directors have to call for a new meeting within one month from the date of termination of the state of alarm.
7. Attendance of a shareholders meeting by a notary
A notary, if required so, can attend a general shareholders meeting and record its minutes by means of distance communication.
8. Right to separation
Shareholders cannot exercise their right to separation.
9. Company duration
If the term of duration of a company established in its by-laws has been elapsed during the state of alarm, it will be extended for six months more upon the termination of the state of alarm.
10. Winding up
The term to call for a shareholders meeting to deal with its winding-up is suspended.
11. Directors' liability
If any legal or statutory reason for winding up occurs while the state of alarm is in force, Directors will not be liable for the company's debts went into in this period.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.