Government measures in key jurisdictions 3rd edition final - Flipbook - Page 121
Spain
Company
law matters
The various pieces of legislation published during the
state of emergency, such as royal decree laws 8/2020, 11/2020 and 16/2020, among others, together
with statements by registrars and by the National Securities Market Commission (CNMV), have
created a new exceptional regime governing the corporate bodies of commercial companies, which
makes it necessary to structure this new legislation by summarizing the measures and their
implications depending on the body concerned and dividing them into listed and unlisted companies.
Have any measures
been put in place to
accommodate social
distancing
(such as remote
general meetings)?
Among the principal measures are, among others: shareholders’ and board of directors’ meetings may
be held via video call even if it is not envisaged in the bylaws (including the notary); modification of the
obligatory term for the annual shareholders’ meetings that now may be held in the ten months
following the fiscal year-end; and the resolutions of the board of directors may be adopted by voting in
writing without a meeting even if it is not envisaged in the bylaws, whenever the chairman so decides
and with just 2 members in favour.
•
Some of the key
new provisions in connection with the corporate bodies of the Spanish companies affect issues related
to winding up and the right of withdrawal of shareholders or members. As a result of that, companies
must be aware of to the various grounds for winding up and how the right of withdrawal of
shareholders at capital companies and members of cooperative companies has changed. In this
regard, according to the new provisions published, losses for fiscal year 2020 shall not be taken into
account for the purposes of determining the ground for winding up of a Spanish company.
•
For further information regarding winding up and right of withdrawal at commercial companies,
please visit our briefing charthere.
•
. Royal Decree-Law 18/2020 (“
”) regulates, among others, certain
limitations to the distribution of dividends by companies that have gone into furloughs procedures
(“
”) due to the economic crisis caused by Covid-19. Commercial companies will have to review
whether these limitations apply to them prior to the distribution of dividends. These limitations include
the inability to distribute dividends corresponding to the tax year in which the furloughs (“
”) are
applied, unless they previously pay the amount corresponding to the exemption applied to social
security contributions.
For further information regarding dividend distribution, please visit here.
•
. Royal Decree-Law 19/2020 (“
”)
states that the three-month term for drawing up the financial statements and other documents required
by law will start running on June 1, 2020 (and not from the end of the state of emergency as planned on
RD 8/2020). Additionally, the term for approving financial statements is reduced to two months running
from the end of the term for their drawing up.
•
For further information regarding financial statements, please visit here.
• For more information please visit: Royal Decree-Law 8/2020 of March 17, 2020 launches urgent and
extraordinary measures to confront the economic and social impact of Covid-19, and Covid-19: Key
new legislation introduced in Royal Decree-Law 11/2020
Government measures in key jurisdictions
121