COVID-19: Remote attendance at meetings of corporate bodies extended until December 31, 2021

Spain - 11 / 18 / 2020

Spain Corporate Law Alert

The November 18, 2020 edition of the Official State Gazette (BOE) published Royal Decree-Law 34/2020, of November 17, 2020, on urgent measures to support the solvency of businesses and support the energy sector, as well as in the tax field. Approved measures include an extension until December 31, 2021 of remote attendance at meetings of the corporate bodies of capital companies (defined as all those governed by Legislative Royal Decree 1/2010, of July 2, 2010), civil-law partnerships (sociedad civil), cooperative companies, associations and foundations.

More particularly, the following measures have been adopted:

At corporations (sociedad anónima), even where not expressly allowed in the bylaws, the board of directors may specify in the shareholders’ meeting notice remote attendance and distance voting as defined in Legislative Royal Decree 1/2010, of July 2, 2010 (articles 182, 189 and 521, depending on whether they are listed companies), and that the meeting is to be held anywhere in Spain.
Limited liability companies (sociedad limitada) and partnerships limited by shares (sociedad comanditaria por acciones), even where not expressly allowed in the bylaws, may hold shareholders’ meetings by video or conference call, if everyone entitled to attend or their representatives have the necessary technology, the secretary of the body can identify them, and expressly states this in the minutes, which the secretary must send immediately to the email addresses.
At all other legal entities governed by private law (associations, civil-law partnerships and cooperative companies), as well as foundations, even if not expressly allowed in the bylaws, the meetings or assemblies of members or partners, or meetings of the board of trustees, may be held by video or conference call if everyone entitled to attend or their representatives have the necessary technology, the secretary of the body can identify them, and expressly states this in the minutes, which the secretary must send immediately to the email addresses.

This new legislation comes into force on November 19, 2020.