Do the governing bodies have any special duties and responsibilities within the context of COVID-19 events?

  • Companies’ governing bodies are subject to special duties of care in the management of the risks inherent to the COVID-19 threat. Companies should prepare and implement contingency plans geared at continuing their business and the safety of their employees, shareholders, customers, suppliers and other stakeholders. Whenever possible, companies should create taskforces to monitor, on the one hand, the evolution of contagion and contention of the COVID-19 in close liaison with the health and local authorities and, on the other hand, the economic, financial and commercial impacts that materialize or that could foreseeably impact their business or that of third parties, adjusting their commercial strategies in order to minimize and overcome any issues that may arise. It is particularly important that such plans be communicated on time to all structures of the companies, implemented, monitored and reviewed, if required. It is equally important that the process of setting up and approving such plans by the company’s decision-making bodies is guided by rational business criteria and duly documented. Members of the governing bodies may be held liable for the absence of such plans or losses arising from the failure to communicate them on time.

 

Should we reconsider in-person meetings of the corporate bodies?

  • Where deemed required to pass resolutions that must be approved by general meetings, companies should consider using means of distance communication, exercising the right to vote by correspondence or, alternatively, passing of unanimous resolutions in writing. The possibility of using such means should be assessed on a case-by-case basis as it is subject to the articles of association of the company and predicated on the existence of internal regulations, means and resources ensuring the reliability of communications.
  • Additionally, as regards the meetings of other corporate bodies, contingency plans may be weighed that avoid physical presence at meetings of at least part of the members or any other measures ensuring that there is enough quorum, including means of distance communication, by approving any regulations deemed necessary or adequate for such purpose.

 

Where there any measures approved with a view to ease the daily activities of companies?

Yes. The Business Registration and Verification Services (“SERVE”) has decided that, under the state of emergency and for as long as it lasts:

  • Commercial registration documents, namely the Commercial Registration Certificate and the Certificate and Authorisation for the Exercise of Economic Activity which have expired will remain valid during the period of the state of emergency and must be renewed at the end of this period.
  • As for the commercial registrations to be made during the state of emergency, applicants must (i) download the "Application for Temporary Business or Commercial Registration in the Period of Emergency State", (ii) complete the form and (iii) send it to one of the following e-mails, requesting the grant of a provisional registration:

If the registration is granted, SERVE will issue a "Certificate of Recognition for the Provisional Commercial Registry in the State of Emergency Period" and forward it via e-mail, enabling the target entity to exercise the intended economic activity during the period of the state of emergency (after this period, the entity is required to update the commercial registry).

 

 

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This information is being updated on a regular basis.

All information contained herein  and all opinions expressed are of a general nature and are not intended to substitute recourse to expert legal advice for the resolution of real cases.