Government measures in key jurisdictions 5th edition - Flipbook - Page 132
Spain
Company
law
matters
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Have any
measures been
put in place to
accommodate
social distancing
(such as remote
general
meetings)?
132
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Taxpayers may take unrestricted depreciation over investments on new tangible fixed
assets made in 2020 (excluding real estate). The maximum amount of the investment
that may qualify for this depreciation regime will be Ä 500,000. For more information,
please visit here.
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For more information, please visit: Covid-19: Key new legislation introduced in Royal
Decree-Law 11/2020, Companies facing the Covid-19 crisis and Spain interactive
map for Covid-19.
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,
21/2020, 25/2020 and 34/2020, 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 2021 shall not be taken into account for the purposes of
determining 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.
Government measures in key jurisdictions
