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19-03-2020

Extraordinary measures for legal persons under private law

  • During the period of the state of alarm, all types of companies, associations or foundations are allowed to hold sessions of their governing bodies by videoconference with image and sound, with certain requirements, although their statutes do not provide for such a meeting.
  • The period of three months from the close of the fiscal year for the formulation of annual accounts of the legal entities that are obliged to do so during the state of alarm is suspended, resuming for another three months from the end of said state.
  • In the case of annual accounts already formulated on the date of declaration of the state of alarm, the term for their verification by auditors is extended, when this is mandatory, until two months after the end of the state of alarm.
  • The ordinary general meetings for the approval of accounts must meet within three months of the date on which the term to formulate the accounts ends.
  • In the case of general meetings called before the publication of the alarm state and whose date of celebration is after the publication thereof, the place and time may be modified or the call may be revoked by means of an announcement on the company’s website or, if not, in the BOE, 48 hours in advance. If the call is revoked, the administrative body must proceed to the new call in the month following the end of the state of alarm.
  • The exercise of the rights of separation of partners is suspended, even if there is cause, until the state of alarm ends.
  • It is extended, until six months after the end of the state of alarm, the reinstatement of cooperative members who cause withdrawal from the cooperative during said state.
  • If the statutory period of duration of the company ends during the validity of the state of alarm, the dissolution of full right is deferred until the course of two months after the end of said state.
  • Although before or during the state of alarm, there is a legal or statutory cause for dissolution, the term to convene the meeting that must resolve on said dissolution by the administrative body is suspended until said state ends.
  • If the legal or statutory cause of dissolution occurs during the validity of the state of alarm, the administrators will not be responsible for the corporate debts contracted in that period.