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In our previous information notes titled “EXTRAORDINARY MEASURES FOR LEGAL ENTITIES DUE TO THE STATE OF ALERT (I), (II) and (III)” we presented the extraordinary measures foreseen in articles 40 and 43 of Royal Decree-law 8/2020 of 17th March, applicable to private law legal entities as from said date, and wherein extraordinary measures (1), (3), (4) and (6) were partially amended by Royal Decree-law 11/2020, of 31st March, which entered into force on 2nd April.
To the above we must add final provision eight, sections three and four, of Royal Decree Law 19/2020 of 26th May, pursuant to which complementary measures are adopted in the agricultural, scientific, economic, employment and Social Security and tax areas in order to alleviate the effects of COVID-19, which have lent a new wording to sections (3) and (5) of the aforementioned article 40, regarding the calculation of the deadline for drawing up annual accounts, their approval by the general meeting and the filing thereof with the corresponding Commercial Registry.
II. Resolution of the DGLSPT of 5th June 2020.
General Directorate of Legal Security and Public Trust – DGLSPT (formerly known as the General Directorate of Registries and Notaries -Dirección General de Registros y Notariado– “DGRN”) in a resolution dated 5th June 2020, of consultation regarding the interpretation of 40.3 and 40.5 of Royal Decree-law 8/2020, of 17th March, has concluded that:
a) the deadline of three months to which article 40.3 of Royal Decree-law 8/2020, of 17th March refers, for the drawing up of annual accounts commences on 1st June 2020 and finalises on 31st August 2020.
b) the maximum term of two months to which article 40.5 of Royal Decree-law 8/2020 of 17th March refers, for the approval of the accounts -drawn up- by the ordinary general meeting finalises on 31st October 2020.
c) The deadline of one year envisaged under article 378.1 of the Commercial Registry Regulation in order to avoid the blocking of new registrations through the formal closing of the company records as a consequence of the non-fulfilment of the obligation to file annual accounts ends on 31st May 2021.
Therefore, this year we must keep in mind the indicated dates, taking into account that the aforementioned does not necessarily mean that the term for approving the annual accounts finalises on 31st October 2020, given that the reduced term of two months for approving annual accounts is counted as from their drawing up, whatever the date.
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Barcelona, 19th June 2020