COVID-19: Remote meetings or taking action by written consent without holding a meeting are allowed for managing and administrative bodies of business and civil legal entities

Spain - 27 / 01 / 2021

Spain Corporate Alert

Managing and administrative bodies of business and civil legal entities may as an exception in 2021 hold meetings by phone or remotely or take action by written consent without holding a meeting, even where not expressly permitted by their bylaws.

This has been set out in final provision seven of Royal Decree-Law 2/2021, of January 26, 2021, on reinforcing and consolidating social measures to defend employment, which adds a new subarticle 3.4 to Royal Decree-Law 34/2020.

Falling within its scope are meetings or action by the managing bodies of associations, or civil and business entities, and by governing boards of cooperatives, together with their mandatory or voluntary sub-bodies.

Boards of trustees of foundations receive special treatment, because Royal Decree-Law 34/2020 had already allowed them to hold remote meetings in 2021, although they lacked something which has now been included, a provision allowing them to take action by written consent without holding a meeting.

The term for this exceptional legislation is the current year, 2021.

For meetings held remotely or by phone, a condition for their authorization is that all the body’s members must have the necessary technology, the secretary of the body must be able to identify them, and expressly state this in the minutes, which they must send immediately to the email addresses of everyone attending the meeting.

Permission for action by written consent without holding a meeting falls within the chairperson’s powers on their own initiative or at the request of two of the body’s members. Article 100 of the Commercial Registry Regulations will apply even for entities falling outside their scope.

The meeting will be deemed to have been held at the legal entity’s registered office.

Royal Decree-Law 2/2021, published today, has extended to managing bodies the exceptional rules for meetings and assemblies approved in Royal Decree-Law 34/2020.