These are the main corporate commercial measures approved by Royal Decree-Law 8/2020, of March 17, 2018, of extraordinary urgent measures to face the economic and social impact of COVID-19:
Rules of special impact are approved for the operation of commercial companies. The art. 40 of the RDL has provided the following extraordinary measures in order to facilitate compliance with the commercial and accounting obligations of legal entities under private law:
1. Holding meetings and adopting agreements by videoconference or remotely: Although the statutes had not provided for it, during the alarm period, the sessions of the governing and administrative bodies of associations, civil and commercial companies, the governing council of cooperative societies and the trustees of foundations may be held by videoconference to ensure authenticity and bilateral or plurilateral connection in real time with image and sound of attendees remotely. The same rule will be applied to the delegated committees and to the other mandatory or voluntary committees that it has constituted. The session will be understood to be held at the domicile of the legal entity.
2. Voting and adoption of written resolutions of the administrative body: Although the statutes had not provided for it, during the period of alarm, the agreements of the governing and administrative bodies of the associations, of civil and mercantile societies, of the governing council of cooperative societies and of the trustees of foundations They may be adopted by means of a written vote and without a session whenever the president so decides, and must be so adopted when requested by at least two of the members of the body.. The same rule will be applied to the delegated committees and to the other mandatory or voluntary committees that it has constituted.
3. Suspension of the account preparation period: The period of three months from the end of the fiscal year for the governing or administrative body of a legal entity to formulate the annual, ordinary or abbreviated, individual or consolidated accounts, and, if legally required, the report of management, and to formulate the other documents that are legally required by company law, is suspended until the state of alarm ends, resuming again for another three months from that date.
4. Extension of the deadline for the audit: In the event that, on the date of declaration of the state of alarm, the governing body or administration of a legal entity had already prepared the accounts for the previous year, the period for the accounting verification of those accounts, if the audit were obligatory, it will be understood to be extended for two months counting from the end of the alarm state.
5. Board approval of accounts: The ordinary general meeting to approve the accounts for the previous year will necessarily meet within the three months following the end of the term to prepare the annual accounts.
Note: Predictably, the suspension of the period for preparing accounts and the foreseeable extension of the state of alarm will cause the deadline for the approval of annual accounts to be postponed.
6. Modification of the term for calling the General Meeting: If the call for the general meeting had been published before the declaration of the state of alarm but the day of the meeting was subsequent to that statement, the management body may modify the place and time scheduled for holding the meeting or revoke the Call agreement by means of an announcement published at least forty-eight hours in advance on the company's website and, if the company does not have a website, in the "Official State Gazette". In case of revocation of the call agreement, the administrative body must proceed to a new call within the month following the date on which the state of alarm had ended.
7. Notary meeting before a notary "at a distance": The notary who is required to attend a general meeting of partners and draw up the minutes of the meeting may use remote means of communication in real time that adequately guarantee compliance with the notary function.
8. Suspension of the exercise of the right of separation: Even if there is legal or statutory cause, in the capital companies the partners will not be able to exercise the right of separation until the state of alarm ends and the extensions of the same that, if applicable, are agreed.
9. Cooperative members, return of contributions: The reimbursement of contributions to cooperative members that cause withdrawal during the validity of the state of alarm is extended until six months have elapsed from the end of the state of alarm.
10. Suspension dissolution companies:
• In the event that, during the validity of the state of alarm, the duration of the company established in the bylaws elapses, the dissolution of full right will not take place until two months have elapsed from the end of said state.
• In the event that, before the declaration of the state of alarm and during the validity of that state, there is a legal or statutory cause for dissolution of the company, the legal term for the call by the administrative body of the general meeting of partners In order for it to adopt the resolution of dissolution of the company or the agreements that are intended to enervate the cause, it is suspended until said state of alarm ends.
• If the legal or statutory cause of dissolution had occurred during the validity of the state of alarm, the administrators will not be liable for the corporate debts contracted in that period.
Note: In view of this provision, which could lead to mischief and abuse by some administrators without conscience or "absent-minded", who hire knowledgeable of not having sufficient solvency to meet their payments, it is important to take special care in the verification of said solvency or the obtaining of sufficient guarantees of collection, before the delivery of products or goods, or the provision of services whose collection could be complicated.
Keep in mind that the period for claiming amounts through the courts or the filing of legal proceedings to demand compliance with contracts is also suspended, which can generate a time window wide enough for "unscrupulous debtors" to accumulate high indebtedness , without control or responsibility, and end up generating irrecoverable debt and serious economic damage.
