Government measures in key jurisdictions 4th edition - Flipbook - Page 129
Spain
Company
law matters
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Have any measures
been put in place to
accommodate social
distancing
(such as remote
general meetings)?
129
Legislation governing corporate bodies. The various pieces of legislation published during the
state of emergency, such as royal decree laws 8/2020, 11/2020, 16/2020 and 21/2020, 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.
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.
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Winding up and right of withdrawal at commercial companies. 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 det
ermining the ground for winding up of a Spanish company.
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For further information regarding winding up and right of withdrawal at
commercial companies, please visit our briefing chart here.
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Dividend distribution. Royal Decree-Law 18/2020 (“RD 18/2020”) regulates, among others, certain limitations
to the distribution of dividends by companies that have gone into furloughs procedures (“ERTEs”) 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 (“ERTEs”) are applied, unless they previously
pay the amount corresponding to the exemption applied to social security contributions.
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For further information regarding dividend distribution, please visit here.
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Shareholder's withdrawal right in case of failure to distribute dividends: RD 25/2020 has suspended the
shareholder's withdrawal right set forth in section 348bis of the Spanish Capital Companies Act (Ley de
Sociedades de Capital) until December 31, 2020.
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Drawing up and approval of financial statements. Royal Decree-Law 19/2020 (“RD 19/2020”) modified by
Royal Decree-Law 21/2020 (“RD 21/2020”), 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.
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For further information regarding financial statements, please visit here.
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For more information please visit: Royal DecreeLaw 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