Almost two months after the establishment of the constitutional state of alarm, the technical analysis rationalises the pandemic by establishing emergency legal solutions (see a superb e-book compiling these solutions at www.boe.es) Among the many aspects addressed, today I will focus on corporate activity. Both Spain and practically all the Member States and the European Union itself are regulating these weeks, at least, the corporate functioning of companies and other legal persons during the health emergency. On 29 April, the Commission presented a proposal for temporary measures on European public limited companies (SE) and cooperative societies (SE). These are directly regulated by the European Union, by means of Regulations (EC) no. 2157/2001 and (EC) no. 1435/2003, from which hang directives on worker involvement. They were implemented in Spain, although only partially necessary. The former is currently included in the Texto Refundido de la Ley de sociedades de capital and, with some difficulty, given the complexity of our regional legal system, the latter is applied. The new regulation, which will be processed by the emergency written procedure, although with the intervention of the European Parliament, aims to extend to one year, from six months, no later than 31 December 2020, the deadline for holding the general meeting provided for in art. 54 of both texts. Although the proposal is appropriate, it is not without a complex relationship with the law of the Member States on those national issues that do not regulate these matters. societas europeae, such as the liability of directors in pre-insolvency situations (Article 40.12 of RDL 8/2020) or the adaptation of accounting standards (Dir. 2006/43/EC). A Commission survey shows that almost all Member States have legislated urgently in the Covid-19 crisis, both by extending the holding of the general meeting, the drawing up of accounts, auditing and their publication. The increased use of new technologies in the functioning of general meetings and the exercise of voting rights was also highlighted, with the survey citing the use of these by the notary attending the meetings in some jurisdictions.

 In this Private Law Observatory in March, an approach was made to articles 40 and 41 of RDL 8/2020, which were subsequently amended by RDL 11/2020. RDL 15/2020 and above all RD 16/2020, together with the publication on 7 March of Royal Decree-Legislative 1/2020, which approves the revised text of the Insolvency Act, represent, at the time of going to press, emergency legislation on commercial matters. Instrumental rules on administrative and procedural deadlines, foreign investment or money laundering are also being applied, for which we can refer to R.D 463/2020, now amended by R.D 514/2020, as well as to the aforementioned R.D.L 11/2020.

In general terms, corporate legislative action, although fissured, is in line with the vision of other states under the pressure of the health emergency. Its approach is appropriate.

It addresses both the suspension of deadlines for the formulation, auditing and approval of annual accounts and therefore the subsequent holding of general meetings, and the introduction of new technologies in the functioning of corporate bodies during the state of emergency. In general, the non-existence of statutory rules allowing the use of new technologies in the holding of meetings of collegiate bodies or general meetings has been identified as a problem to be addressed in the crisis. Especially for legal entities that are not listed companies, even if the articles of association say nothing (in which case, if they are not more restrictive than the rules), they can be held by videoconference or multiple telephone conference, provided that they have the necessary means and the secretary - of the meeting - can recognise their identity. The casuistry is important: how to convene before the uncertain alarm period; what happens and how to assess the impossibility of telematic attendance of a shareholder; what value does the secretary's sending of the minutes have (40.2); how to adjust possible challenges to resolutions to these cases, among other questions.

With regard to the formulation of annual accounts and the subsequent holding of the ordinary general meeting, RDL 8/2020 was accompanied by a series of circulars, especially for listed companies, both from the ICAC and from CORPME or the CNMV. These were partially elevated to the rank of law in RDL 11/2020, although interpretations continue. Of particular note is that relating to the recognition of electronic signatures of non-EU directors in the formulation and filing of annual accounts in electronic format, with R. (EU) 910/2014 not being applicable. Other relevant issues refer to the suspension of the deadline for the execution of registry entries, which affects both the lodging of appeals and commercial actions such as the issuance of certificates of reservation of name by the Central Register of Companies (Articles 412 and 414 of the Spanish Companies Act) or literal certificates for the transfer of domicile (19 of the Spanish Companies Act). These are specialised in comparison with strictly administrative actions, with regard to which the State Attorney's Office points out, in relation to the 3rd A.D. of RD 463/2020, that the procedural deadlines to which it refers, suspended at the time of the declaration of the state of alarm, are resume and do not restart. Except for the time limit for lodging appeals in administrative proceedings or for initiating any other procedures of challenge, complaint, conciliation, mediation and arbitration that replace them in accordance with the provisions of the Law, in any procedure from which unfavourable or burdensome effects may derive for the interested party, it will be calculated from the working day following the date of the end of the declaration of the state of alarm (D.A octava, ap. 1 of RDL 11/2020). In contrast to this express suspension, there is no suspension of civil deadlines, in a strict sense that excludes those that are part of administrative procedures. The Instruction of the DGSJYFP of 30 March 2020, on the setting of essential notarial services, justifies these, among other reasons, on the grounds that "civil computations are not interrupted at the present time". Doubts have been raised about the impact on certain formalities and deadlines, especially those relating to the exercise of opposition by creditors, in in-flight structural modifications. Finally, RDL 18/2020 involves the Commercial Register in the new prohibition on dividend distributions and tax transparency in companies or entities with at least fifty employees, which either have their tax domicile in legal havens or take advantage of the ERTEs extended in the same RDL. Although it is not indicated in the regulation, a responsible declaration by the administrative body, stating that it is not included in these cases, will be required for the filing of the annual accounts, which de facto entails a de facto closure of the register. There is a certain lack of coordination in the fiscal, economic and legal concepts of the financial year, which could lead to a high level of litigation. Furthermore, the application of Art. 348 bis is suspended. In reality, despite the efforts of RDL 16/2020, access to justice will be a challenge for national structures in the coming years.