COMMERCIAL MEASURES IN SPAIN
The main flexibility measures related to the obligations of civil, commercial and cooperative societies, associations, foundations and their management bodies, enacted by Royal Decree Law 8/2020, of March 17, on extraordinary urgent measures to deal with the economic and social impact of COVID-19, are detailed below:
1. Management bodies’ meetings: provision is made for holding management and administrative bodies’ meetings for commercial companies, associations, civil societies, cooperative societies governing council meetings, and foundations’ boards of trustees meetings through telematic systems or in writing, without the need for express provision to this effect in Corporate Statutes.
2. Annual Accounts: The period of three months counted from the end of the financial year for the formulation of the Annual Accounts is suspended until the state of alarm is lifted, at which time the aforementioned period will be resumed for an additional period of three months.
3. Board General Meeting: To be held within the three months following the date of formulation of the Annual Accounts (which shall be calculated from the end of the new period available to the administrative body for their formulation, indicated in point "2" above).
4. Right of separation of shareholders: Suspension of the legal period established for this purpose, which shall be resumed once the when the state of alarm is lifted.
5. Dissolution: In the event of a legal or statutory cause for the dissolution of a company, the period of time available for the directors to call the meeting to adopt the appropriate resolutions for this purpose is suspended until the state of alarm is lifted.
6. Responsibility of board members: In the event that the cause for dissolution occurs during the period in which the state of alert is in force, the directors shall not be liable for the corporate debts incurred during that period.
7. Insolvency procedure:
(a) Debtors in a state of insolvency shall not be obliged to apply for a declaration of insolvency until two months have elapsed since the end of the alarm state.
(b) Nor shall there be a duty to apply for a declaration of insolvency while the state of alarm is in force in the case of debtors who have notified the court competent for the declaration of bankruptcy of the commencement of negotiations with creditors to reach a refinancing agreement, or an out-of-court settlement agreement, or to obtain adherence to an advance proposal for a settlement, even if the period referred to in the fifth paragraph of Article 5 bis of the Bankruptcy Law has expired.
This text is for information purposes only and does not constitute legal advice.