Spain-COVID 19: Measures applicable to legal persons established under private law for meetings, drawing and approving annual accounts

Royal Decree-Act 8/2020, of 17 March, regarding urgent extraordinary measures to counteract the economic and social impact of COVID-19. Breakdown of article 40

1-Meetings of governing bodies and of members. Possibility of holding such meetings using remote communication

As regards the possibility of holding meetings of administrative bodies, meetings or assemblies of associates or members, and the resolutions made by governing and administrative bodies, these may be held by videoconference or multiple conference call, provided that all members have the means available and the secretary acknowledges each participant’s identity, noting it down in the minutes (which he/she must promptly send to all members).

If any member does not have the necessary means available, the meeting cannot be held.

2- Possibility for governing bodies to adopt agreements in writing and without meeting

Resolutions may be adopted by written vote without a meeting, provided that the chairperson and at least two members of the governing body so request. Article 100 of the Regulation of the Mercantile Registry shall be applicable to these resolutions (even if they are not mercantile companies).

All these regulations also apply to executive commissions and to already-established obligatory or voluntary commissions.

3-Duration

Even though the Articles of Association had not so provided, AND ALWAYS WHILE THE STATE OF ALERT IS IN EFFECT (initially until 21 June).

 

 

4-Possibility of revoking or modifying calls already made

If the call to the general meeting were published prior to the declaration of the state of alert, to be held subsequently, it may be modified or revoked (minimum notice of 48 hours, website or Official State Gazette).

New call à term of 1 month as from the state of alert.

5-Preparation of accounts by the governing body

Royal Decree-Act 19/2020, of 26 May, regarding complementary measures on agricultural, scientific, economic, employment and Social Security and taxation measures to offset the effects of COVID-19.

Modification of article 40 of the previous Decree-Act.

Preparation of accounts: the obligation to draw up accounts, the management report and other required documents is suspended until 1 June 2020, within a three-month term counted as from that date (final date: September 2020).

6-Accounts audit

If, on the date when the state of alert is declared or while it is in effect, the governing or administrative body of a liable legal entity had drawn up the accounts for the foregoing financial year, the period for verifying these accounts, whether the audit is compulsory or voluntary, shall be deemed to be extended for two months as from the end of the state of alert.

7-Approval of accounts by General Members’ Meetings or similar bodies

Approval of accounts: to approve the accounts, the ordinary general meeting shall necessarily meet within two months as from the end of the term for drawing up the accounts (final date: November 2020).

8-Alternative systems in the event signatures are unavailable.

The Royal Decree-Act does not provide specific measures intended to overcome the difficulty – impossibility – for administrators to sign the annual accounts, either in writing or by digital signature, but the Secretary can certify that the persons were met and adopted the decisions.