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Coronavirus - Changes to Directors’ Duties during the COVID-19 Crisis - Global

  • Global
  • Banking and finance
  • Coronavirus
  • Financial institutions

09-07-2020

Please note, we will continue to update this note as and when further measures are announced.

Summaries of the current position on directors' duties across some key jurisdictions noting any significant changes that have been announced by governments in response to the COVID-19 outbreak.

Australia
Belgium
France
Germany
Hong Kong
India
Ireland
Isle of Man
Italy
Netherlands
Poland
Spain
UK
US

Summaries of the current position on announcements made by governments on the impact to international corporate secretarial processes in light of COVID-19.]

Australia
Austria
A]rgentina
Belgium
Brazil
Bermuda
British Virgin Islands
Cambodia
Canada
Cayman Islands
Czech Republic
Denmark
Finland
France
Hungary
Indonesia
Ireland
Italy
Japan
Laos
Luxembourg
Malaysia
Mexico
New Zealand
Norway
Poland
Portugal
Qatar
Romania
Russia
Singapore
Slovakia
South Africa
Spain
Thailand
Turkey
Ukraine
Vietnam


Australia - directors duties

Changes to Insolvency Laws

The Australia government has passed legislation to implement a number of initiatives which are designed to assist financially distressed businesses dealing with the COVID-19 pandemic.  The legislation includes changes to the personal liability of directors in relation to insolvent trading.

In Australia, the usual position is that a director has a duty to prevent insolvent trading where:

  • he or she is a director of the company at the time the company incurs a debt;
  • the company is insolvent at that time or becomes insolvent by incurring such debt (i.e. the company is not able to pay all debts as and when they become due and payable); and
  • at that time there are reasonable grounds for the director suspecting that the company is insolvent or would become insolvent.

Insolvent trading leaves a director exposed to civil and criminal penalties as well as being personally liable to compensate for losses subject to limited exceptions.

Australia has introduced a new 'safe harbour' exception from the directors' duty to prevent insolvent trading which is active until 24 September 2020.  The safe harbour is designed to encourage directors to continue trading despite the economic uncertainty caused by the COVID-19 pandemic.

To rely on the exception, directors will need to prove that the relevant debt incurred by the company was incurred:

  • in the 'ordinary course of the company’s business';
  • during the 6 month period commencing from 25 March 2020; and
  • before any appointment of an administrator or liquidator.

The initial guidance provided by the government is that the 'ordinary course' requirement will be satisfied if the relevant debt was necessary to facilitate the continuation of the business during the period from 25 March 2020 to 24 September 2020, including for example debts incurred through moving some business operations online or continuing to pay employees during the Coronavirus pandemic. 

Although this suggests a broad application of the new safe harbour, there will be limits on which debts will be covered by the new provisions.  Accordingly, directors should obtain specific advice in the event they are considering material restructuring plans.

Contact us

Thomas Gardner  - Associate at Thomson Geer, Australia


Australia - corporate secretarial

ASIC is allowing unlisted companies that had their EOFY between 31 December 2019 and 31 March 2020 an extra month to lodge financials.


Austria

Decision making by company (Board / Shareholder meetings)

Until 31 December 2020, meetings of shareholders and board members of corporations, partnerships, cooperatives and private foundations can be held without the physical presence of its participants. Meetings without physical presence, such as through qualified videoconferencing, are possible even if the memorandum or articles of association state otherwise. Qualified video conferencing requires a mutual visibility and audibility for all participants as well as the possibility of authentic recording of details of human facial expressions, gestures and intonation. Furthermore, the video conference must be protected against unauthorized access.

The period for holding ordinary general meetings of stock companies (AG), limited liability companies (GmbH) and cooperatives has been extended from 8 to 12 months. Accordingly, the ordinary general meetings must be held within the first twelve months of the financial year for these types of companies.

In this context, this legal regulation takes precedence over any shorter periods stipulated in the companies' articles of association.

Registration of corporate changes in the companies’ register

The application deadlines are suspended from 22 March 2020 to 30 April 2020. Therefore, they are extended for this period.

Directors’ duties

The maximum period of 60 days available to the debtor for filing an application in the event of insolvency is extended to 120 days in the event of natural in the event of a pandemic or epidemic.

The obligation of the debtor to file for insolvency in the event of over-indebtedness does not apply by way of exception in the event of over-indebtedness occurring between 1 March 2020 and 30 June 2020.

Extension for annual accounts approval / filing

If, as a result of the COVID 19 pandemic, it is not possible for the legal representatives of a corporation to prepare the accounting documents in the first five months of the financial year, this period may be exceeded by a maximum of four months.

The deadline for the submission and publication of the annual accounts to the companies’ register is also extended from 9 to 12 months after the annual accounts date.

This applies to all corporations whose deadline for preparing annual financial statements had not yet expired on 16 March 2020 - thus in any case to all companies whose financial year corresponds to the calendar year.

Notarial acts

The 4th COVID-19 Act also provides for an amendment to the notarial code. The necessary official notarial acts for the establishment of notarial acts and public certifications can be carried out until 31 December 2020 by using electronic means of communication.

 


Argentina

On 27/03/20 the Public Register of Commerce of the city of Buenos Aires (IGJ) issued resolution 11/2020 in which it authorizes legal entities to hold board of directors and shareholder meetings remotely. However, the following requirements must still be met:

  • the meetings have to be authorized by the company´s bylaws
  • the platform used must allow the transmission of audio and images
  • the meetings have to be recorded and keep for 5 years
  • the meetings have to be copied to the legal books detailing those present and must be signed by the legal representative.

Quorum will be met by all those attending remotely, whereas previously, quorum could only be met by those in physical attendance.


Brazil

Each Board of Trade is working on a different basis, depending on the legislation of the Federal Estate where they are located. Thus, the filing of corporate acts, such as amendments to the Articles of Association / Bylaws, appointment of new directors, and others) may be compromised.

The Board of Trade of São Paulo is closed until April 30th , however, such deadline might be extended. Therefore, in the meantime, is not possible to file any corporate acts, except from acts of incorporation of new entities, which may be filed online.

The deadline to file the Annual Quotaholders’ Meeting to approve the entity’s accounts was extended to July 31st.

Other public agencies, such as the Brazilian public notaries, are operating at a slower pace or which means some proceedings such as the registration of PoAs and other documentation, may be delayed.


Belgium - directors duties

Flexibilization of the rules relating to the calling of shareholders’ meetings (inter alia the annual general meeting) and board meetings

A Royal Decree[1] has been launched, aimed at providing alternatives for the usual shareholders’ meetings and board meetings. This Royal Decree applies to all meetings that:

  • have or should have been convened since 1 March 2020;
  • should have been held between 1 March 2020 and 9 April 2020 on the basis of a legal or statutory rule but which have not been held (for example for reasons of public health);
  • must be held between 9 April 2020 and 3 May 2020; and
  • are convened before 3 May 2020 but held after this date.

As a consequence, the Royal Decree does not apply to those shareholders’ meetings that took place between 1 March and 9 April 2020.

Please note that it is highly likely that the end date of the Royal Decree’s measures is prolonged after 3 May 2020.

Shareholders’ meetings

Please note that, in addition to the measures mentioned hereafter, shareholders’ meetings can always be held by means of a unanimous written decision.

The above-mentioned Royal Decree allows annual general meetings to be postponed for a maximum of ten weeks, counting from the date on which the annual general meeting ought to have been held according to the company’s articles of association. The shareholders must duly be informed of the envisaged postponement. If the annual general meeting were already convened, a new invitation must be sent to the shareholders containing information on the envisaged postponement.

Please note that the above-mentioned postponement cannot be applied in the following situations:

  • In the context of the so-called “alarm bell procedure”; or
  • If the statutory auditor or at least 10% of the shareholders request the board of directors to convene the annual general meeting.

The Royal Decree also allows companies to proceed with the shareholders’ meeting through a videoconference. Shareholders will have the possibility to vote by means of a voting form or a voting proxy. The latter can only be granted to the person designated by the board of directors as special proxyholder. Questions can be raised at least four days prior to the shareholders’ meeting to allow the directors to answer these questions prior to the shareholder’s meeting or at the latest during the videoconference but before voting takes place.

Board Meetings

The Royal Decree allows board meetings to take place by means of a videoconference or by means of a unanimous written decision, even when a company’s articles of association stipulate otherwise.

A temporary and automatic suspension of insolvency provisions

A Royal Decree[2] has been launched whereby all companies whose continuity is threatened by the spread of the COVID-19 epidemic or pandemic and its consequences, and which were not in suspension of payments on 18 March 2020, benefit from a temporary suspension from 24 April 2020 until 17 May 2020.

This means that:

- With the exception of immovable property, no precautionary or executive attachment may be made, and no means of execution may be used or continued on the company's property, for all debts of the company, including those included in a reorganization plan approved before or after 24 April 2020;

- The company cannot be declared bankrupt or be dissolved by the court, unless on the initiative of the public prosecutor, the provisional administrator, or with the consent of the debtor; nor can the transfer under judicial authority of all or part of its activities be ordered;

- The payment periods included in a reorganization plan, approved before or after 24 April 2020, shall be extended for a period equal to that of the suspension if necessary with an extension of the maximum period of five years for the execution of the plan;

- Contracts concluded before 24 April 2020 may not be unilaterally or judicially dissolved on the grounds of non-payment of a monetary debt due and payable under the contract; this provision does not apply to employment contracts.

Any interested party may request the competent Enterprise Court to rule that a company does not fall within the scope of the suspension referred to above or to lift the suspension in whole or in part by a decision stating the particular reasons on which it is based.

This provision shall be without prejudice to the obligation to pay due debts and to ordinary contractual penalties such as, inter alia, the exception of non-performance, set-off and the right of retention. Nor does it affect employers' obligations.

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Koen Devos - Partner, Belgium

[1] Royal Decree No. 4 containing various provisions on co-ownership and on companies and associations law in light of the measures against the COVID-19 pandemic as published in the Belgian State Gazette on 9 April 2020.

[2] Royal Decree No. on the temporary suspension for the benefit of companies of enforcement measures and other measures during the COVID-19 pandemic as published in the Belgian State Gazette on 24 April 2020.


Belgium - corporate secretarial

Decision making by company (Board / Shareholder meetings)

In case companies want to organise a shareholders’ meeting rather than adopting their decisions by unanimous written consent, they can now choose between two additional options next to the general ways in which a shareholders’ meeting is normally convened:

  • The board of directors can oblige the shareholders to attend the shareholders’ meeting remotely by means of an electronic communication device, thereby voting through proxy or voting form to be delivered to the board of directors 4 days prior to the date on which the shareholders’ meeting will take place.
  • Alternatively the board of directors can postpone the shareholders meeting until 10 weeks after the date on which the shareholders’ meeting should have been convened according to the companies code. Companies that closed their annual accounts on 31 December 2019 can postpone their AGM until 8 September 2020.

Extension for annual accounts approval / filing

In case the AGM is postponed because of the COVID-49 situation as above, the deadline for filing the annual accounts will also be extended with 10 weeks. 

Directors’ duties considerations

Proactively assessing the potential impact of COVID-19, short-term and long-term.

Perform risk assessments and ensure monitoring of risk management and control systems. Good corporate governance strikes a balance between financial performance and the control and prevention of risk. Due to Covid-19, the control and prevention of risk are most likely to prevail.

Assessment of possible disruption of services provided by third parties which dispense essential services to the company.

Keep records of decisions/minutes, communication and actions taken in connection with the impact, as the case may be, of COVID-19. Note that a board might need to prove that it did everything in its power to reasonably mitigate impact of COVID-19. The board needs to show that it properly fulfilled its duties and acted in the best interest of the company taking into account the interests of relevant stakeholders.

List (potential) financial consequences as a result of COVID-19, the board will need to demonstrate it understands the company’s ability to serve its debts.

The Belgian Code of Companies states that when important and concordant facts could jeopardize the continuity of the enterprise (the COVID-19 crisis could be such a fact), the board of directors must deliberate on the measures to be taken to safeguard the continuity of the economic activity for a minimum period of twelve months (Art. 2:52 of the Belgian Companies and Associations Code). COVID-19 can certainly have an impact on the continuity of the company. It is up to the board of directors to assess this on a case by case basis. If the board is of the opinion that the continuity of the company is threatened, they can meet (physically or by means of video conference or unanimous written board resolution) to discuss possible measures to ensure continuity. In this way, the directors comply with their legal obligation as mentioned above.

In addition, there is also the so-called "alarm bell procedure". If, as a result of a loss incurred, the net assets have fallen to less than half of the capital (NV), or if there is a risk for the net assets to become negative or that the company will not be able to pay its debts falling due the next 12 months (BV), the board must convene a general shareholders’ meeting, to be held within two months after the loss has been ascertained or should have been ascertained by virtue of legal or statutory provisions in order to decide on the dissolution of the company or on measures announced in the agenda to safeguard the continuity of the company. Here, too, the board will have to assess whether COVID-19 will result in reducing the net assets to less than half of the capital or if there is a risk for the net assets to become negative or that the company will not be able to pay its debts falling due the next 12 months (BV). If this is the case, a general shareholders’ meeting must be convened. It is in the directors’ interest (in view of their liability) that this is strictly complied with.


Canada

There have been a number of updates across the various provinces:

All provinces:

If the financial statement filing was due after March 18th and before June 1, 2020, filing extended to June 1, 2020 and payment extended to Sept 1, 2020.

Canada Business Corporations Act

If the annual return filing deadline is between February 1st and June 30th, the deadline has been extended to September 30, 2020.

Ontario Business Corporations Act

The deadline to hold the AGM shall be extended:

(a)           If the last day on which the AGM was required to be held is a day that falls within the period of the declared emergency, the last day on which the meeting is instead required to be held is not later than the 90th day after the day the emergency is terminated; and

(b)          if the last day on which the AGM was required to be held is a day that falls within the 30-day period that begins on the day after the day the emergency is terminated, the last day on which the meeting is instead required to be held is no later than the 120th day after the day the emergency is terminated.

Alberta Business Corporations Act

Deadlines are suspended for corporations to hold annual general meetings.

Deadlines are suspended for corporations to file annual returns.

British Columbia Business Corporations Act

Company can apply to the BC Registrar for an extension of six months to delay an AGM.

Nova Scotia Companies Act

AGMs can be extended for a period of up to 90 calendar days after the last date of the declared state of emergency.

Annual renewals that expire in March, April and May 2020 are extended until June 30, 2020.

New Brunswick Business Corporations Act

Any registration valid as of March 16th, 2020 shall remain valid until May 31st 2020 unless suspended by a court or by other authority under an Act of the Province.

Quebec Companies Act

For any company for which the end date for filing their annual updating declaration is between March 13, 2020, and August 31, 2020 is extended to Sept 1, 2020.


 Bermuda

The Bermuda Registrar of Companies (RoC) has recognised that some of the usual factors they would look to for economic substance – including board meetings and/or having other persons in Bermuda who are suitably qualified for oversight or execution of the entity’s activities – may be difficult to satisfy in the current period. In response, in a notice issued on 20 March 2020, the RoC confirmed that they will take all appropriate circumstances into account in assessing compliance with the Economic Substance Act 2018, in line with the principles set out in the Bermuda economic substance guidance notes and assuming entities act on a good faith basis. As such, where meetings or other similar compliance measures are not possible due to necessary travel or quarantine restrictions, this may be taken into account by the RoC in assessing an entity’s compliance with the legislated economic substance requirements. Entities should keep a careful record of all meetings affected, the details of such restrictions and steps taken. 


British Virgin Islands

For legal entities which are within scope of the BVI economic substance regime and which are required to hold board meetings within the BVI, the BVI International Tax Authority (ITA) has provided the following guidance in light of the COVID-19 pandemic:

• where possible, recourse should be had to the appointment of alternate directors in the BVI in order to meet substance requirements

• all directors do not have to attend Board meetings in the BVI - only as many as required to make the meeting quorate (given social distancing protocols, virtual meetings may be preferred)

• not all Board meetings need to be held in the BVI - only those related to core income generating activities

• where it is still not possible to have a Board meeting in the BVI or to meet some other substance requirement due to restrictions (whether in the BVI or otherwise) due to the COVID-19 outbreak, then entities are urged to retain documentation to be able to support such claims for the applicable periods of time affected

• individual requests should be made to the ITA for any extension of time within which to comply with Notices, along with any supporting evidence

It should be noted that the above guidance is temporary and entities are urged to make every effort to otherwise comply with full substance requirements (including filing deadlines) as the practical and reasonable approach described above only applies where entities need to make adjustments to their usual operating practices and so far as these are necessary to manage threats from the COVID-19 outbreak.


Cambodia

While the Cambodian government has yet to declare a formal state of emergency, it has taken a number of proactive steps to minimize COVID-19 transmission, such as prohibiting large religious gatherings and closing museums, cinemas, and nightlife venues. On 30 March 2020, Cambodia's Ministry of Economy and Finance ordered that casinos be closed from April 1 onward, while the country will also halt rice exports by April 5. Limited tax relief measures have been made available to businesses operating in the garment and tourism sectors, and the National Bank of Cambodia has instructed banks and financial institutions to develop loan restructuring plans for customers engaged in tourism, food and beverages, garment, residential construction and mortgages, and transportation and logistics.


Cayman Islands

On 21 March 2020, the Cayman Islands Ministry of Financial Services issued an industry advisory in which it noted that where board of director meetings are required to be held virtually due to the measures put in place to combat COVID-19, the Cayman Department for International Tax Cooperation (DITC) will take this into consideration when determining whether an entity has passed or failed the economic substance test in its reporting due in 2021. However, it is noted that the requirement to be directed and managed in Cayman is only one element of the economic substance test and that an entity that is within scope is also required to conduct core income generating activities in relation to its relevant activity.

The deadline for entities required to make an economic substance notification for the past financial year has been extended to 30 June.


Czech Republic

The Czech Parliament has recently adopted a special COVID Act under which the following shall among others apply:

  • The obligation of company’s statutory body to file debtor’s insolvency petitions is postponed until 6 months after the termination or cancellation of extraordinary measures, but no later than 31 December 2020. However, this will not apply if the company was already bankrupt before the state of emergency.
  • Insolvency petitions of creditors submitted from the effective date of the bill until 31 August 2020 will not be taken into account.
  • Until 31 August 2020, the debtor may file an application for an extraordinary moratorium with the insolvency court. This offers entrepreneurs a special protection regime, during which they are protected from bankruptcy decisions and allows them to run their business.
  • The statutory body, the supervisory board or the general meeting may decide outside the meeting in writing or using technical means even if the Articles of Association does not allow it.
  • The Act automatically extends the term of office of a member of an elected body if this term of office expires between the effective date of the Act and 3 months from the day following the date of termination of emergency measures.

The period for convening the General Meeting for the purpose of discussing the annual financial statements is also extended by 3 months from the day following the date of termination of emergency measures, but no later than 31 December 2020


Denmark

The Danish Government has adopted a new regulation giving the Danish Business Ministry the right to postpose the official submission deadline. The postponement has now been passed meaning that the submission deadline for financial statements has been postponed by 3 months if the accounting year ends in the period from 31 October 2019 through 30 April 2020.

Thus, the submission deadline for unlisted companies is 8 months from the end of the accounting year (instead of 5 months) and 7 months for publicly listed companies.


Finland

Decision making by company (Board / Shareholder meetings)


According to the New Act, Annual General Meetings (AGM) following the financial period ended between 30 September 2019 and 31 March 2020 may be postponed until 30 September 2020.

(The temporarily changed provision concerns chapter 5, section 3 of the Limited Liability Companies Act according to which the AGM shall be held within six months of the end of the financial period i.e. if the financial period is a calendar year, the deadline would have been 30 June 2020 but now the deadline is 30 September 2020. The New Act also overrides any AGM deadlines provided in the Article of Association.)

For certain specific situations, the same extension also applies to the statutory deadlines for Extraordinary General Meetings and General Meetings deciding on merger or demerger.

Extension for annual accounts approval / filing


According to the New Act, the preparation of annual accounts and the annual report following the financial period ended between 30 November 2019 and 29 February 2020 may be postponed until 30 June 2020.


(The temporarily changed provision concerns chapter 3, section 6 of the Accounting Act according to which the financial statements must be prepared and signed by the board no later than four months after the end of the financial year i.e. if the financial period is a calendar year, the deadline for preparation would have been 30 April 2020 but now the deadline is 30 June 2020.) This should be documented in board meeting minutes.


According to chapter 10, section 3 of the Limited Liability Companies Act the financial statements must be filed within two months of the approval of the financial statements. The decision on the approval shall be made at the AGM. If the AGM deadline extension is used completely, the deadline for filing is two months from 30 September 2020 i.e. 30 November 2020.


France - directors' duties

The French Government has enacted on 25 March 2020, 26 Ordinances in total, two of which mainly impact COSEC matters, the purposes of which were to:

  • simplify and adapt the conditions in which shareholders’ meetings and management bodies are allowed to pass resolutions and meet - as well as more generally, amending corporate laws relating to how shareholders’ meetings are held; and
  • simplify and adapt the legal framework regarding the preparation, audit, approval and publication of the annual accounts and any other documentation companies are legally bound to file or publish.

Approval of annual accounts

  • Extension by 3 months of the legal deadline for approval of annual accounts (until 30 September 2020 for companies having ended their financial year as at 31 December 2019).[1]
  • Extension by 3 months of the legal deadline for the Management Board (Directoire) to present to the Supervisory Board (Conseil de Surveillance) the documentation provided by Article L.225-68 of the French Commercial Code.[2]
  • Extension by 2 months of the legal deadline applicable to Boards of Directors, Management Boards (Directoire) and Managers to prepare the documentation relating to forecast management (gestion prévisionnelle).[3]
  • Extension by 2 months of the legal deadline applicable to liquidators to prepare the annual accounts and their related report.[4]

Holding of Shareholders’ and Board meetings

Where meetings are to be held in places subject to Covid-19 related confinement measures:

  • Shareholders’ and Board meetings may be convened by any means (including for instance by regular mail or emails) enabling effective notification of its recipients (even if this is not provided by the Articles of Association of the company);
  • Shareholders’ and Board meetings can be held by telephone or video-conference (even if the Articles of Association of the company do not provide for it);
  • Shareholders’ and Board consultation can be made via written consultation (even if the Articles of Association of the company do not provide for such consultation method – save for circumstances where French law does not allow it);
  • Shareholders’ meetings convened prior to the Ordinances may nonetheless be held by telephone or video-conference or written consultation, if at least 3 days prior to the meeting, members and other persons entitled to attend the meeting (e.g. auditors or representatives of the Works Council) were informed (by any means) of these new modalities.

The above temporary legal provisions are applicable with a retroactive effect, i.e. for meetings held as from 12 March 2020 and until 31 July 2020 (or until at the latest 30 November 2020 if provided later on by Decree) and will be specified/completed by Decree.

Separately, the French Minister of Economy has announced that large companies proceeding to distributions of dividends in 2020 (or buybacks of shares) will not be eligible to certain state aids enacted in the context of the Covid-19 pandemic (or would have to reimburse such aids with applicable penalties if they decide to distribute after having received the said aids).

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Julie Poulet, Principal Associate

[1]     applicable solely (i) to companies having ended their last financial year as from 30 September 2019 (ii) provided that the statutory auditor did not issue its report before 12 March 2020

[2]     applicable solely (i) to companies having ended their last financial year as from 30 December 2019 (ii) provided that the statutory auditor did not issue its report before 12 March 2020

[3]     applicable solely to companies having ended their last financial year as from 30 November 2019

[4]     applicable solely to companies having ended their last financial year as from 30 December 2019


France - corporate secretarial

Due to the COVID-19 outbreak in France, public administrations are currently closed but are still working and processing files. However, due to this situation, we anticipate that certain formalities (in particular those requiring tax registrations) will be delayed.

TAX AUTHORITIES (FOR TAX REGISTRATION PURPOSES):

All tax registration offices have been closed to the public since 16 March 2020. Documents to be registered may be sent to competent tax offices by mail/courier, they are still processing files (in chronological orders except for urgent matters).

COMPANIES’ REGISTRY

All companies’ registries are also closed. However, all of them (except certain overseas ones) accept e-filings and are processing files received by electronic means or courier in a chronological order (with a priority for urgent matters). Accordingly please note that legal filings are being significantly delayed (especially for the legal formalities requiring a prior tax registration since only original documents are accepted and files shall be now exclusively sent to them by courier/mail).

The government has submitted to the Senate a draft bill (draft bill n°376 to face the COVID-19 pandemic) which would authorize the government to take legal measures by way of Governmental orders - Ordonnance in order to, in particular, take the following decisions aiming at minimizing financial consequences of the pandemic (Article 7) on companies:

  • adapt legal deadline for administrative filings and declarations;
  • simplify and adapt the conditions in which shareholders’ meetings and management bodies (existing rules preventing boards’ meeting to be held remotely are likely to be suspended) are allowed to take resolutions and meet as well as more generally corporate law relating to the holding of shareholders’ meeting;
  • simplify and adapt the legal framework regarding the preparation, audit, approval and publication of the annual accounts and any other documentation companies are legally bound to file or publish (in particular in terms of deadline) and adapt in particular the regulation applicable to the allocation of the annual profits and distribution of dividends.  The deadline for holding annual shareholders’ meeting is likely to be extended.

Germany

Suspension of obligation to file for insolvency, director’s liabilities in Covid-19-cases and restrictions of future claw-back rights

Germany suspended the obligation to apply for insolvency for Corona-related cases and attached liability of company directors.

Pursuant to the “COVID-19 Insolvency Suspension Act – COVInsAG” (“COVInsAG” or the “Act”) which entered into force with retroactive affect from 1 March 2020, the obligation to file for insolvency for companies affected by the corona epidemic is currently suspended until at least 30 September 2020 (subject to a longstop date of 31 March 2021) where the duty to file for insolvency under normal circumstances would have arisen on or after 1 March 2020 (the “Suspension Period”). This also has an effect on the director’s liabilities attached to this obligation. Furthermore, the Act also restricts potential claw-back rights of a future insolvency administrator.

Suspension of the obligation to file for insolvency

1)    The suspension only applies if the debtor’s current insolvency is a consequence of the Corona pandemic and if there are prospects to overcome the illiquidity. If the debtor is currently illiquid but was not illiquid on 31 December 2019, the Act provides for a legal presumption that the debtor’s current insolvency situation is a consequence of the Corona pandemic and that there are prospects to overcome the debtor’s current illiquidity.

2)    The aim of the COVInsAG is to give damaged companies and their representatives in the corporate bodies time to conduct the necessary financing and restructuring negotiations to avert insolvency in the current particularly tense situation.

3)    Directors must be able to demonstrate that the company was not illiquid on 31 December 2019 (as the legal presumption only applies in this case), companies will need to set-up and demonstrate liquidity, showing that the insolvency situation did not occur before 31 December 2019. The majority of companies are likely to rely on an accountant and should in such case also instruct their accountant to document and plan a restructuring scenario to be able to demonstrate the prospects of the restructuring.

4)    In line with the suspension of the obligation to file for insolvency, the Act also restricts the right of creditors to file for the opening of insolvency proceedings over the assets of a debtor. An application which is filed by a creditor between 28 March 2020 and 28 June 2020 will only be successful if the debtor was already insolvent on or before 1 March 2020.

Suspension of liability

1)    The COVInsAG also suspends the liability of managing directors for any payments made after the occurrence of an insolvency event and is implemented consistently – in accordance with the regulations on the suspension of the obligation to file for insolvency.

2)    At the same time, it is becoming apparent that payments made during the Suspension Period, which serve to maintain business operations will be regarded as compatible with the requirements of emergency management (Sections 64 sentence 2 GmbHG/ 92 para 2 sentence 2 AktG) which will widely prevent liability of the management when making ongoing payments for rents, leases, salaries and other required payments.

Restrictions of future claw-back rights

1)    In line with the suspension of the obligation to file for insolvency, the Act also restricts claw-back rights of a future insolvency administrator in case of a future insolvency proceeding.

2)    If new loans are provided to the debtor or if the creditor is granted new securities for his loan during the Suspension Period, repayments on these loans which occur until 30 September 2023 and the provision of these securities are not deemed to be to the disadvantage of the other creditors and will therefore not be subject to claw-back by a future insolvency administrator. This also applies to the repayment of shareholder loans but not to the provision of new securities for these loans.

3)    Payments or the delivery of goods or services to a creditor during the Suspension Period, to which the creditor was entitled, shall not be subject to claw-back rights by a future insolvency administrator. This shall not apply if the creditor knew that the debtor’s restructuring and financing efforts were not suitable to overcome its current illiquidity. The burden of proof for the latter is therefore borne by the insolvency administrator.

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Christian Hilpert - Partner, Germany


Hong Kong

There are no changes in relation to directors duties in light of the Covid-19 pandemic. Directors will still be required in the ordinary course, to always act in the best interests of the company and would also need to consider the interests of creditors if the company is under financial difficulty.

Under the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance, directors that knowingly carry on the company’s business with an intention to defraud creditors will be personally responsible for all or any part of the company’s debts.

On 7 February 2020, the Hong Kong Institute of Directors issued a statement on the COVID-19 outbreak with some advice to directors of an issuer reminding them of the collective responsibilities of the board of directors. We will continue to monitor if any new measures are introduced.

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Michael Yau - Partner, Hong Kong


Indonesia

Following the announcement of a state of emergency in Jakarta, the Indonesian IP office and other government bodies have limited their operations until at least April 21, with courts suspending most (but not all) cases. Online filings for trademarks, patents, and copyright remain available, and court trials of some IP cases continue, subject to judicial discretion.


Ireland

To address the Covid-19 pandemic, the Government of Ireland imposed certain restrictions on the free movement of people under the HEALTH (PRESERVATION AND PROTECTION AND OTHER EMERGENCY MEASURES IN THE PUBLIC INTEREST) ACT 2020 and SI 121/2020 - Health Act 1947 (Section 31A -Temporary Restrictions) (Covid-19) Regulations 2020 (the Regulations), which were extended under SI 128/2020 until 5 May 202. The Regulations provide that people should not leave their place of residence without a reasonable excuse. They also prohibit people from holding or attending events, unless its purpose has a reasonable excuse. Reasonable excuse means carrying out an “essential service”. Directors must be mindful of their responsibilities in this regard and not cause their employees to act in breach of the Regulations. Under Section 31A (15) of the Health Act 1947, criminal liability attaching to a body corporate in breach of the Act may extend to a director where it is proved that the offence was committed with the consent or connivance, or was attributable to any wilful neglect, of a person who was a director, manager, secretary or other officer of the body corporate, or a person purporting to act in that capacity. That person shall, as well as the body corporate, be guilty of an offence and may be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

Notwithstanding the Regulations, directors are still obligated to comply with their fiduciary and statutory duties for the currency of this crisis. The classes of persons to whom directors must have regard to in carrying out their duties can vary depending on whether the company is solvent or insolvent and the directors are so aware (so they may need to consider creditors interests). At this point in time, directors will still face the consequences where they fail to comply with their duties. This can include personal liability in circumstances such as where they engage in reckless trading, making a statutory declaration (SAP) declaration of solvency in respect of certain procedural steps (e.g. financial assistance whitewash) without reasonable grounds, failing to keep adequate accounting records.

Directors of regulated entities have added responsibilities to proactively engage in overseeing the firm’s crisis management response ensuring the effective implementation of a robust business continuity plan with clear accountability across senior management. Ongoing engagement with the Regulator (Central Bank of Ireland) is also a key requirement in terms of director behaviour.

Meetings

Directors also need to take account of issues arising from the inability of directors to meet in person on the transaction of company business by the directors. Irish company law permits board meetings to be held by teleconference, video conference or by other electronic means of communication and, save to the extent that the company’s constitution provides otherwise, for a resolution signed by all the directors of a company instead of a physical board meeting.

Annual returns

The Registrar of Companies in Ireland has confirmed that with immediate effect, all companies that are due to file their annual return between now and 30 June 2020 will be considered to have filed the annual return on time if all elements are completed and filed by 30 June 2020. The June date may be reviewed further subject to how the current COVID-19 situation develops.

Other Filings

The Companies registration Office, Dublin (CRO) has put in place interim processes to facilitate the filing of Summary Approval Procedures (SAPs). These are manual documents that require wet signatures which are then normally delivered to the CRO by post. The new process will allow for these signed manual documents, including declarations of solvency and associated Forms G1 to be scanned and emailed into the CRO.

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Piaras Power - Partner, Ireland


Isle of Man

There have been no changes to directors duties in the Isle of Man. We continue to monitor the situation and will update this note if any new measures are introduced.

Contact us

Mark Holligon, Partner at Appleby Global


India

Changes regarding directors’ duties

At present, there has been no amendment to the codified set of directors’ duties in India under the Companies Act 2013 nor have the provisions on wrongful trading Insolvency and Bankruptcy Code 2016 (“IBC”) been amended. However, as indicated below, it remains to be seen as to whether this position changes pursuant to changes that the government may introduce in relation to the IBC (as the market is anticipating).

Changes to insolvency laws

There have been two recent changes to the IBC.

  • First, the minimum default threshold under the IBC was raised from INR 100,000 (~ USD 1,300) to INR 10 million (~ USD 130,000). This offers smaller business with debts below this threshold with relief from the corporate insolvency process.
  • Second, the rules under the IBC were amended to provide that the entire period of the central government-imposed COVID-19 lockdown will be disregarded for the purposes of determining the statutory timelines under the IBC in relation to either the corporate insolvency resolution process or the liquidation process. This will protect ongoing insolvency and liquidation processes from the practical challenges of the lockdown period.
  • There has been some market speculation that the central government may also issue an ordinance restricting the commencement of new insolvency resolution applications for six months. It remains to be seen if these changes are brought into force and whether any other changes to the insolvency regime are also made in this process.

Moratorium

The Reserve Bank of India (“RBI”) announced a relief package on 27 March 2020 permitting Indian lenders to grant a three-month moratorium on term loan repayments and defer recovery of interest in respect of working capital facilities by three months as well. Although the RBI clarified that these changes will not result in an asset quality downgrade, it recently asked India banks to create an additional 10% provision in respect of loans subject to a moratorium.

Changes to corporate and securities laws

Most of the key changes to corporate and securities laws in India relate to extensions of regulatory timeframes and similar compliance matters.

In addition to the various time extensions for regulatory filings and disclosures, some of the key changes to corporate and securities laws are:

  • The residential director requirement (i.e. at least one director of an Indian company must be resident in India for at least 182 days) will not apply for financial year 2019-2020.
  • No late filing fees will be charged for delayed corporate filings during the period 1 April to 30 September.
  • Board meetings that are required to be held ‘in person’ may be held through video-conferencing and other audio-visual means until 30 June.
  • Listed companies do not need to observe the maximum gap of 120 days for two consecutive board meetings, for meetings held between December 2019 to June 2020. For unlisted companies, the maximum gap has been increased from 120 days to 180 days until 30 September.

Accounts Approval

In view of the ongoing pandemic situation caused by COVID-19 across the World, MCA has further relaxed the requirement of holding Board meetings with physical presence of directors.

As a result, annual financial statements and the Board’s report can now be approved by video conferencing or other audio visual means. Previously, accounts can only be approved in physical meetings.

This relaxed provision is currently expected to last till 30 September 2020.

Contact us

Nikhil Narayanan  - Partner at Khaitan and co, India


Italy - directors' duties

The Italian Law-Decree 8 April 2020, no. 23 (the “Liquidity Decree”), introduced a number of measures to ensure, inter alia, the going concern of companies, considering the disruptive effects and consequences of the Coronavirus outbreak. In particular, the Liquidity Decree set forth, among others, the following temporary provisions:

1.  Provisions on share capital reduction

With reference to the share capital reduction due to capital losses, the Liquidity Decree aims to prevent that losses occurred during the financial years ended by 31 December 2020 due to the Coronavirus outbreak, may force directors to put companies into liquidation rather than facing potential liabilities for non-conservative management pursuant to Article 2486 of the Italian Civil Code[1]. Therefore, starting from 9 April 2020 and until 31 December 2020, in relation to the financial years ended by 31 December 2020 (i) there will be no obligation to reduce the share capital in the event that the economic result does not bring the share capital back to more than two-thirds from the more than one-third of share capital previous year loss of share capital, (ii) there will be no obligation to resolve upon the reduction and a simultaneous increase of the share capital to a figure not less than the minimum required by law, or to transform the company, in cases there is a loss of more than one-third of share capital and the latter is reduced below the minimum required by law, and (iii) the reduction or loss of share capital below the minimum required by law, may not be invoked as grounds for the dissolution of a company.

2. Provisions for the drafting of financial statements

In order to stem deviating effects arising from the current economic downturn, the Liquidity Decree provides for that, with reference to the drafting of financial statements still elapsing on 31 December 2020, going concern is assumed as of the latest financial statements closed by 23 February 2020 (the date of the entry into force of the first Covid-19 emergency’s measures); the aforesaid measures apply to the financial statements closed by 23 February 2020 and yet to be approved. Such measures will not prejudice the provisions of the Law Decree no. 18 of 17 March 2020 which extended by sixty days the deadline for the approval of the financial statements for 2019, usually set at 30 April 2020.

3. Provisions related to Insolvency Law

The Legislative Decree no. 14/2019, the new Italian “Code for Distress and Insolvency” (the “Code”), provides for “alert measures” aimed at preventing insolvency, through warning tools which impose an active obligation upon the corporate bodies and create new directors’ duties and liabilities to take the necessary actions in order to address a situation of distress at a time when insolvency could still be avoided.

According to such “alert measures”, if the supervisory bodies of a company or its auditors believe that the company is in distress, they will be obliged to inform the board of directors promptly, thereby giving a term of up to 30 days for the board to act. In the event that the directors fail to follow up with appropriate initiatives, the supervisory bodies must directly inform the relevant “crisis composition organization”.

The Code and, in particular, “alert measures” provisions should have entered in force on 15 August 2020, except for a few provisions which have already entered in force.

Nevertheless, In Italy there were a proposal for a general relaxation of the current Insolvency Law (i.e. it has provided, inter alia, for suspensions of Insolvency claims filed in the period between March and June 2020) and Code’s provisions in order to protect companies and consequently avoid a general insolvency scenario during the period of the COVID 19 crisis. As results, this position has been formalised by the legislator with the Liquidity Decree, which have postponed to September 2021 the obligation related to the above-mentioned “alert measures” as the entire application of the Code.

Contact us

Angelo Speranza, Principal Associate

[1]Article 6 of the Decree provides for “from the entry into force of this Decree and until 31 December 2020 for the cases occurred during the financial years ending by the aforementioned date, Articles 2446 para. 2 and 3, 2447 and 2482-bis para. 4, 5 and 6 and 2482-ter of the Italian Civil Code shall not apply. For the same period, a company may not be dissolved due to reduction or loss of share capital as per articles 2484 para 1, no. 4) and 2545-duodecies of the Italian Civil Code”. Please see Articles 2446 and 2447 of the Italian Civil Code in relation to joint-stock companies (società per azioni) “S.p.A.” and Articles 2482-bis and 2482-ter of the Italian Civil Code in relation to limited liability companies (società a responsabilità limitata) “S.r.l.”.


Italy - corporate secretarial

Accounts approvals and restrictions on operation

The Italian government has granted a decree postponing the deadline for accounts approval for companies with financial year end of 31 December 2019 to 28 June 2020 (instead of 29 April 2020).

Furthermore, there is the flexibility to have the shareholder / quotaholder voting remotely to approve the accounts; rather than having a physical meeting in front of the Italian notary.

Government Decree March 22, 2020

The Government issued a decree, effective starting from 23 March to April 3, 2020. The decree suspends all non-essential activities (industrial and commercial) up to April 3, 2020. However companies can complete the activities for the suspension before 25 March.

In order to check if the activities of a company are allowed, it is necessary to check the code of activity carried out and registered at the Register of Companies (a certificate of the register of companies show this information). If this is included in the list attached, the activity is allowed.

It is also allowed to carry out the activities which are necessary for the function of the activities included in the list. In this case, however, it is strongly advisable to check if the companies are allowed to perform their activity on a case by case basis. In some of these cases, communication to the local police authority “Prefetto” is required.

Lombardia Region Decree March 21, 2020

Lombardia Region issued an order for the restriction of movement and the suspension of other activities. This order includes, in addition to the Government decree, the suspension of professional, hotel and other accommodation activities.

In addition, it further strength the limitation of movement from one municipality to the other and contains additional restrictions.

The duration is set up to 15 April 2020.


Japan

Deadlines to prepare and approve the annual accounts are postponed to be made promptly after the COVID-19 situation has been resolved.

If a corporate seal cannot be affixed due to the COVID-19 situation, in case of documents with private entities (e.g. contracts), a representative director (or a person who has an authority to sign the documents on behalf of a representative director) of a company can sign the documents instead of affixing the corporate seal.  Electronic signature would be acceptable if the counterparty agrees.  In case of documents to be submitted to the government, a company should check with the relevant government agencies whether such alternative way of executing documents is acceptable.


Laos

On March 29, the Prime Minister's office initiated sweeping lockdown measures, nominally until April 12 (which in practice extends through April 19, due to upcoming public holidays). The Ministry of Science and Technology has confirmed that the Department of Intellectual Property is not deemed essential work, and will be closed from April 1, currently scheduled to reopen on April 20 subject to any further extensions. Categories of essential work include some (but not all) government functions, operation of public utilities, health and medical services, food market and supermarket workers, etc. Factories are expressly required to close. The Ministry of Finance has extended deadlines for companies to file financial reports until April 30, allowing the possibility of further extension should the situation not improve by then. The Bank of Laos has urged commercial banks to restructure debts and lower interest rates on outstanding loans.


Luxembourg

Following the declaration of a state of emergency on 18 March 2020, the Grand Ducal Regulation of 20 March 2020 (the Regulation) has been adopted to facilitate companies holding their meetings remotely.  In principle the Regulation does not prohibit the holding of physical meetings. However, the Luxembourg Government’s confinement rules need to be observed which may, in practice, prevent a physical meeting being held.

Shareholder meetings

The Regulation provides for alternatives to the holding of physical shareholder meetings that are applicable to all type of companies notwithstanding any provisions to the contrary in their articles of association. A company may also oblige its shareholders and other participants in the meeting to attend the meeting and exercise their rights exclusively by such alternative means:

-       representation to a shareholder meeting by proxy;

-       voting by correspondence (remote vote in writing / electronic voting form) provided that the full text of the resolutions or decisions to be taken has been published or communicated to them; and

-       holding of a shareholder meeting by video conference or any other telecommunication means that permits the identification of the participants to the meeting. It seems that the shareholders can join a meeting by phone from outside Luxembourg. However the impact of this approach should be checked from a tax perspective on a case by case basis.

Attendance by any of the above means is equivalent to attendance in person for the purposes of quorum and majority. Electronic signatures may be considered in such circumstances, subject to conditions.

Importantly, the application of any remote voting or meeting attendance (whether pursuant to the Companies Law or the Regulation), should also be assessed from a tax perspective to make sure that there will be no impact on substance.

Please note that private limited liability companies (S.à r.l.) having less than 60 shareholders, already have the possibility, by law, to take shareholder resolutions in writing. Therefore, the above alternatives are less relevant for such type of companies which are very common in Luxembourg.

The physical meetings that require establishing of a bureau (e.g. shareholder meetings of SAs, SCAs) should continue to apply the rules regarding the bureau. However, the members of the bureau may take advantage of the flexibility ensured by the Regulation and attend the meeting via telecommunication means or verify and confirm in writing that the conditions necessary for the meeting have been met.

The Regulation now also allows any companies to use written resolutions instead of physical meeting (even SAs, SCAs and S.àr.l.s with more than 60 shareholders which according to the Luxembourg Companies Law are always require to organize physical general meetings) or to attend the meeting by videoconference (even if the articles of association do not provide for such means).

The Regulation does not introduce any changes to the usual convening formalities for shareholder meetings and the articles of association should however still be checked and complied with regarding all other aspects of the corporate meetings e.g. information rights of shareholders, convening formalities, obligations of management to attend the meetings.

Changes to the articles of association of the company e.g. share capital increase, liquidation etc still require a physical meeting of the shareholders before the notary. The past practice will continue to apply which is for the shareholders to grant a proxy to be represented by the clerk of the notary. More and more notaries accept electronic signatures under these circumstances.

Please further note that the deadline for the filing of the annual general meeting of shareholders for the year 2020 has been extended (see below).

Board meetings

The Regulation provides for alternatives to the holding of physical board meetings that are also applicable to all type of companies notwithstanding any provisions to the contrary in their articles of association. Such alternatives are as follows:

-       holding of board meeting by video conference or any other telecommunication means that permits the identification of the participants to the meeting; and

-       adoption of circular resolutions.

Please note that the articles of association of many companies already provide for the possibility to adopt circular resolutions. Therefore, the above alternatives are less relevant for such companies.

Importantly, the application of any remote voting or meeting attendance (whether pursuant to the Companies Law or the Regulation), should also be assessed from a tax perspective to make sure that there will be no impact on substance.

The Regulation does not introduce any changes to the usual convening formalities for board meetings.

Electronic signatures may be considered in such circumstances, subject to conditions.

Deadline for approving the annual accounts

The Regulation has extended the deadline for the holding of the annual general meeting of shareholders for the year 2020. According to the Regulation, Luxembourg companies must hold their annual general meeting at the later of the following two dates:

-       a date that is within six months after the end of the financial year; or

-       a date that is within a period ending on 30 June 2020.

Please note that, if a Luxembourg company has already convened its general meeting on the date or prior to the date of entry into force of the Regulation, it may still benefit from either of these above two options by notifying the shareholders under the same form as the initial convening notice or by way of publication on the company’s website at the latest three business days prior to the date of the newly convened meeting.

Please further note that the above is less relevant for companies having a financial year ending on 31 December, since such companies in any case have to hold their annual general meeting at the latest on 30 June of each year, i.e. within six months after the end of their financial year. As a consequence, the above deadline extension will have no impact on such companies.

It is also worth noting that, according to the Luxembourg Companies Law, shareholders are entitled to inspect certain documents, including the annual accounts, the management report and/or the auditor’s report at the registered office of the company, in advance of the annual general meeting. As the possibility of a shareholder travelling to and inspecting such documents at the registered office is currently heavily restricted by emergency measures put in place in order to tackle the Covid-19 pandemic, it would be prudent to consider whether such documents may be made available to shareholders in a more easily accessible manner (e.g. email).

Deadline for filing the annual accounts

Under normal circumstances, the annual accounts of Luxembourg companies must be filed with the Luxembourg Trade and Companies Register (RCS) maximum one month following their approval and at the latest seven months after the end of the financial year. This means that Luxembourg companies having their financial year ending on 31 December, would need to file their annual accounts with the RCS by end of July at the latest.

Luxembourg companies will now have an additional administrative period of 4 months to make the filing of their annual accounts 2019 with the RCS at the standard rate (the surcharge rate for late filing is exceptionally suspended until 30 November 2020). Thus, for a company having a financial year ending on 31 December 2019, the filing of its annual accounts 2019 can be made up to 30 November 2020 (instead of 31 July 2020) without any surcharge for late filing.

 Legalisation and apostille

In the context of Covid-19 pandemic, the processing time for legalisations and apostilles is extended to 5 working days.


Malaysia

Public authorities

Due to the Covid-19 Movement Control Order announced by the Malaysian Government on 16 March, all non-essential government and private sectors will cease operation from 18 March until further notice. These controls will require, among others, government and private sectors which are non- essential to be closed during that duration.


Mexico

The Mexican authorities are making no exceptions or extensions to the current deadlines to hold AGMs by 30th April, however, there are generally no penalties no imposed if this deadline is not met. Companies will also still need to file their quarterly and annual reports to the Foreign Investment Registry if they meet the required thresholds.

The Public Registry of Commerce has significantly reduced its processing and so any registrations made are still be being processed but will be heavily delayed.


Netherlands

On 24 April 2019, the Dutch government’s emergency bill on coronavirus-related matters entered into force. The emergency bill allows companies to organise virtual general meetings even if this is not provided for in the articles of association. This means that anyone attending the meeting, including directors and shareholders, can only do so electronically.

In short, the scheme allows for fully virtual general meetings, including in the case where physical attendance is actually prescribed (e.g. annual general meeting of listed companies). Due to the coronavirus, physical meetings are undesirable. The bill will enable companies’ boards to determine whether a virtual meeting is to be held. In summary, for a company to hold a virtual general meeting, the following requirements must be met:

- the notice to the general meeting must state that the meeting will be held as a virtual meeting;

- the general meeting must be broadcasted via livestream (audio or video);

- the shareholders can submit questions prior to the virtual meeting;

- questions submitted timely by shareholders must be answered no later than at the meeting itself, but may also be answered before the meeting; and

- shareholders of a public limited liability company can submit follow-up questions during the virtual meeting. In case of a private limited liability company, the board must even make efforts to provide for the option to ask questions.

If a shareholder has not been able to participate optimally in the virtual meeting, the resolutions passed will still be legally valid.

In addition, the bill gives the management board the opportunity to extend the period for holding a general meeting and the period for drawing up the annual accounts. The emergency bill expires on 1 September 2020. Since it cannot be ruled out that the necessity for the temporary provisions will remain after this date, a possibility has been included to extend this period by two months at a time.

Contact us

Pim Van leersum - Partner, Netherlands


 New Zealand

The NZ government has recently announced proposed changes to the NZ Companies Act 1993 (“Act”) and related legislation in light of the COVID-19 situation. If these changes pass in to law, they would be temporary. The government announced it will ask Parliament to agree to retrospectively apply the changes, and in particular the ‘safe harbour’ for directors (discussed below at item 3), from 3 April 2020.

Annual General Meetings

Currently, under NZ law, each company must hold an annual general meeting (“AGM”), or pass a resolution signed by 75% of its shareholders (or a higher percentage if required by the company’s constitution) who would be entitled to vote on that resolution at a meeting of shareholders, within 6 months of the company’s balance date.

One of the proposed changes to the Act is to grant the NZ Companies Registrar (“Registrar”) the power to extend some company compliance deadlines. A full list of the specific company compliance deadlines to which the Registrar’s new power will relate has not been announced. However, the government specifically stated that the power would include the granting of extensions to AGM deadlines.

Current NZ law permits both shareholder and board resolutions to be signed with electronic signature.  

Directors’ Duties

Currently, under the Act, directors of a NZ company are subject to certain duties concerning the company’s solvency. In particular, the Act provides that directors must not agree to:

  • a company’s business being carried on in a manner likely to create a substantial risk of serious loss to the company’s creditors (or to cause or allow the same); or
  • a company incurring an obligation unless the director believes at that time on reasonable grounds that the company will be able to perform the obligation when it is required to do so.

These duties are owed by directors to the company. Where these duties are breached, directors can be ordered to repay money to the company with interest. This potentially leaves directors’ personal assets vulnerable - such exposure can encourage directors to prematurely wind up an insolvent company.

As such, the government announced proposed changes to the Act that offer directors greater protection from personal liability for insolvent companies. The proposed changes are intended to be temporary and include a ‘safe harbour’ for directors which would mean directors’ decisions to keep on trading, as well as decisions to take on new obligations, over the next 6 months will not result in a breach of duties if:

(a)   in the good faith opinion of the directors, the company is facing or is likely to face significant liquidity problems in the next 6 months as a result of the impact of the COVID-19 pandemic on the company or its creditors; and

(b)   the company was able to pay its debts as they fell due on 31 December 2019; and

(c)    the directors consider in good faith that it is more likely than not that the company will be able to pay its debts as they fall due within 18 months (e.g. because trading conditions are likely to improve or they are likely to be able to reach an accommodation with creditors).

Despite the above relief, directors continue to owe duties to the company. Pursuant to the Act, directors must also act in good faith in what he or she believes to be in the company’s best interest, directors must exercise powers for a proper purpose and directors must exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances.

Annual Return Filing

The current rules allow for a company to apply for a 20 working day extension to file the annual return.  In our experience, the Registrar will grant these extensions for disruptive events such as COVID-19. The extension must be applied for at the end of a company’s annual return filing month.

Additionally, the NZ Companies Office has announced that it will not take any enforcement action against companies for non-compliance with annual return filing obligations where circumstances related to COVID-19 affect the companies’ ability to meet the deadline. However, each company will still need to file an annual return this year and the NZ Companies Office encourages any company that is able to file its annual return on time to do so. 


Norway

Decision making by company (Board / Shareholder meetings)

One of the regulations implemented with legal basis in the Corona Act is “Regulation on deviation from the rules on physical meetings in limited liability companies and public limited liability companies” which suspends the requirements for Norwegian companies to conduct physical board meetings / general meetings. Thus, as of now, with legal basis in the temporary regulation, all meetings in private limited liability companies can be held without a physical meeting.


Poland - corporate secretarial

The deadline for limited liability companies to approve and file annual accounts for 2019 financial year has been extended by 3 months.

The deadline for registration of ultimate beneficial owners has been extended until 13 July 2020.


Poland - directors duties

In the last few weeks Polish Parliament enacted a package of special acts constituting the so called “Anti-Crisis Shield” in order to counteract the adverse economic consequences of the coronavirus pandemic on companies and employees. The measures described below are in addition to other special measures including financial measures with a value exceeding PLN 200 billion.

Amendments to the Bankruptcy Law – suspension of the obligation to file for bankruptcy

Pursuant to the Polish bankruptcy law, a debtor must be insolvent to be declared bankrupt. The law defines insolvency as a condition in which the debtor is no longer capable of meeting his financial obligations (this is the so-called liquidity criterion) or the amount of liabilities will exceed the value of assets and such status continues for not less than 24 months (balance sheet bankruptcy).

Nevertheless, Polish bankruptcy law currently in force obliges the debtor to file a petition for bankruptcy within 30 days of the day on which the grounds for declaring bankruptcy arose. This obligation is incumbent on each person authorised to manage the debtor's affairs, i.e. essentially each of the members of the management board of the insolvent company.

According to the new measures introduced on 16 April 2020, if the basis for declaring the debtor's bankruptcy arose during the period of epidemic emergency or epidemic state and insolvency was caused by the COVID-19, the deadline to file for bankruptcy for a debtor referred to in Article 21 of the Bankruptcy Law shall not start, or if it started – it shall be interrupted.

The law also introduces presumption that if the insolvency arises during the period of epidemic emergency or epidemic state declared due to COVID-19, the insolvency is presumed to have occurred because of the coronavirus. This means that, in the event of a dispute, the burden of proof of the existence of casual link between COVID-19 and insolvency, lies with the person denying the existence of such link.

It is worth noting that the new law does not protect entrepreneurs whose insolvency was caused by the coronavirus epidemic, but before the introduction of an epidemic emergency in Poland.

Decisions taken remotely by company bodies

Before changes to the law were introduced in response to the coronavirus pandemic, adopting resolutions by the management boards of companies by means of direct, remote communications was limited to situations where the articles of association provided relevant provisions.

Firstly, the new measures introduced in the so called “anti-crisis shield” amend certain provisions in the Polish Commercial Companies Code that allow members of management boards of both limited liability and joint stock companies to attend the management board meetings and adopt resolutions by means of direct, remote communications, in particular conference calls and video calls.

Secondly, the governing bodies can adopt resolutions in writing (or remotely as stipulated earlier). Thirdly, members of management boards may vote on resolutions through another management board member. Therefore, adoption of resolutions remotely by the management board is permitted, unless the articles of association of a limited-liability company or joint-stock company provide otherwise.

Similar measures were introduced with regards to supervisory board and shareholders’ meetings.

Likewise, participants of the investment fund may participate in fund’s management bodies by means of direct, remote communications, unless the investment fund’s articles of association provide otherwise.  

Extension of deadline for preparation and approval of financial statements and remuneration policy in relation to CVOID-19

Pursuant to the new regulations, the Minister of Finance was authorized to determine another deadline for the preparation and approval of financial statements.

On 31 March 2020 the deadline for preparation and approval of annual financial statements, directors’ reports and consolidated financial documents of capital groups has been extended by 3 months, i.e.:

  • The deadline for the preparation of the annual financial statements - if the financial year ends on 31 December 2019, the deadline of 31 March was extended to 31 June 2020;
  • The deadline for the approval of the financial statements and the activity report by the entity's approval body (e.g. the shareholders meeting of a limited liability company) - if the financial year ends on 31 December 2019, the deadline of 31 June was extended to 31 September 2020;

Deadlines for fulfilling reporting and information duties of entities subject to the supervision of the Polish Financial Supervision Authority has been extended in most cases by 2 months. It may apply to some public companies, brokerage houses, TFIs, investment funds and insurance companies.

Ministry of Finance may also extend the deadline for adoption of a resolution on remuneration policy for management and supervisory board’s members (vide article 90e section 4 of the Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies).

Management Board of Warsaw Stock Exchange published its position concerning deadlines for publication of periodic reports (NewConnect and ASO Catalyst). According to this announcement the WSE will not apply regulatory supervision measures to issuers who fail to publish a periodic report by the required date, provided that the publication of the annual report for 2019 is made no later than 31 July 2020 and the quarterly report for the first quarter of 2020 is made no later than 29 June 2020.

Deadline for registration in Central Register of Beneficial Owners

The register of beneficial owners was introduced pursuant to entry into force of the Anti-Money Laundering and Counter Terrorism Financing Act of 1 March 2018.

Initially, the deadline for registration was set for 13 April 2020, but pursuant to the Act on COVID-19 Measures it has been extended by three months to 13 July 2020.

Commercial Tenants

During the period of the prohibition to conduct business activities in a shopping centres with a sales area exceeding 2,000 sq. m., the mutual obligations of the parties under a lease, tenancy or other similar agreement will be suspended. However the explicit wording of the provision of law, under which  the lease agreements are suspended, creates material uncertainty as to the effectiveness of lease agreements in the future (i.e. after the trade ban has been waived).

This means that for the entire period of the operation ban (from 14 March 2020), tenants affected by this ban are not required to pay any rent or maintenance fees, and landlords are not required to make premises available to tenants.

Contact us

Michał Markowski – Partner, Poland


Portugal

Annual accounts

The regulatory deadline for the approval of accounts ended 31 December 2019 has been postponed to 30 June 2020, with the filing deadline remains up to 15 July 2020.


Qatar

On the mainland, the General Tax Authority has extended the deadline for submissions in respect of the previous tax year until 30 June 2020.

In the QFC, a two month extension has been granted for the filing of audited financial statements (where most companies would be due to file before 30 April if their financial year end is 31 December).


Romania

UBO affidavits

During the state of emergency, the submission of the UBO affidavits (which is executed by the directors) with the Trade Registry have been suspended. Also, the deadline for filing such UBO affidavits has been extended with three months from the date when the state of emergency will end. In practice the offices of the Trade Registry receive the declarations. However, the practice is very non-unitary, as some accept the declarations, some put them on hold until the expiration of the state of emergency, while others reject the file completely.

Extension for annual accounts approval / filing

The deadline for filing the annual financial statements for 2019 and the annual accountable reports ended at 31.12.2019 has been extended until 31.07.2020.


Russia

Decision making by company (Board / Shareholder meetings)

The deadline for holding an annual general meeting of members/shareholders in limited liability companies has been postponed from 30 April 2020 to 30 September 2020; in joint-stock companies – from 30 June 2020 to 30 September 2020.

Extension for annual accounts approval / filing

The deadline for approval of annual accounting (financial) statements has been postponed to 30 September 2020. Accounts are approved by a general meeting of members/shareholders.

The deadline for filing annual financial statements has been postponed from 31 March 2020 to 6 May 2020.


Singapore

In light of the COVID-19 situation, ACRA will grant a 60-day extension for all listed and non-listed companies whose AGMs are due during the period 16 April 2020 to 31 July 2020. Companies that had previously been granted extension to hold their AGMs within this period will also be given a further 60 days of extension from the last date of extension. The AR filing due dates for the period 1 May 2020 to 31 August 2020 for all listed and non-listed companies will also be extended for 60 days. There is no need for these companies to apply for the extension of time with ACRA.


Slovakia

Decision making by company (Board / Shareholder meetings)

On 25 March 2020, the Slovak Parliament adopted Act No. 62/2020 Coll. on certain extraordinary measures in connection with the spread of dangerous contagious human disease Covid-19, according to which collective bodies of legal entities are during the extraordinary situation are entitled to per rollam decisions, even if this form of voting is not specified in their internal regulations or statutes.

Insolvency

During the current economic situation that might be affected by the COVID-19 pandemic, it is also very important to pay attention to the financial situation in the company. If the situation in the company is serious and the company is insolvent, it is necessary to file for insolvency within the statutory time limits. Failure to observe the time limits may result in the personal liability of the company's the managing director. If the over-indebtedness (ie company has more than 1 creditor and the liabilities’ amount is higher than the assets’ value) occurred between 12 March 2020 - 30 April 2020, the deadline for the fling the bankruptcy application is 60 days (instead of 30 days).

Slovak parliament is currently working on amendment to the above stated Act No. 62/2020 Coll. on certain extraordinary measures in connection with the spread of dangerous contagious human disease Covid-19 according to which it would be possible for the company (managing directors should apply on behalf of the company) to apply for temporary protection until 1 October 2020 which should include for example: (i) during the temporary protection it is not necessary to file for insolvency and any insolvency proceeding (initiated by a third party) will be suspended; (ii) business partners cannot ended the contracts with such company because of the delays in fulfilling its duties according to such contract; (iii) the company can first pay the obligations necessary for survival of its business operations, such payments has a priority over the older due obligations.

Extension for annual accounts approval / filing

The obligation to file accounting documents in the Register of financial statements is extended during the pandemic period by the end of the third calendar month after the end of the pandemic or until the deadline for filling a tax return, whichever is earlier.

The deadline for filing of the income tax return (and the tax payment) is postponed by the end of the calendar month following the end of the pandemic period.

The exact deadline for the filing of the financial statements for the FY ended on 31 December 2019 depends basically on the following facts:

a) when the Government of SR declares the end of the pandemic and

b) whether the company has asked for extension of the period for the filing of the tax returns (standardly the Slovak accounting entity has to file its financial statements within three months from the end of the accounting period unless the deadline for filing tax returns has been extended – in such a case the deadline for the fling of the financial statements is extended for another 3 months).

Moreover if during the COVID-19 pandemic the company could not objectively fulfil obligations under the accountancy regulations due to personal or technical reasons due to the negative consequences of the pandemic, it is not considered a breach of these obligations if the company fulfils these obligations by the end of the third calendar month following the end of the COVID-19 pandemic.


South Africa

Registration of corporate changes

CIPC (Companies and Intellectual Property Commission) has shut all services that aren’t fully automated, and only fully automated services are functioning. In regard to director changes, this will need to be attended to after the lockdown has been lifted, however the effective dates of the changes will be the date actually required by the company (eg: a resignation/appointment may be effective from a date during the lockdown period, notwithstanding that the change is lodged at CIPC at a later date).

Name changes, amongst other things are shut until after the lockdown period has been lifted. Furthermore, once these services are re-opened, we expect delays due to the influx of submissions of items at once time, due to the lockdown.

Extension for annual accounts approval / filing

All entities whose annual returns fall due during the lockdown, will be granted an extension period of two weeks after the lockdown has been lifted.


Spain

With the aim of facing and mitigating the economic and social consequences derived from the COVID-19, the Spanish Government has published in the Official State Bulletin dated March 18th, 2020, the Royal Decree-Law 8/2020, of March 17th, on extraordinary urgent measures to face the economic and social impact of the health crisis.

1) Article 40 of Royal Decree-Law 8/2020, of 18 March regulates the measures adopted for non-listed companies (Article 40):

  • Meetings of the administrative bodies are allowed to be held by videoconference as well as in writing and without a session, even though this is not provided for in the company's bylaws.
  • Suspension of the three-month period from the end of the financial year for drafting the annual accounts, as well as any other additional documents that may be required, until the end of the alarm state, and then for a further three months from that date.
  • Extension of two additional months from the end of the alarm state for the verification of the annual accounts that had already been formulated on the date of the declaration of the alarm state.
  • The general Board Meeting must approve the accounts within three months of the end of the period for drawing up the accounts.
  • If the ordinary general Board Meeting has been called for the purpose of holding the meeting during the state of alarm, the administrative body may call it again within the month following the end of the state of alarm.
  • Notaries required to attend a general Meeting may do so by telematic means.
  • Suspension of the exercise of the right of separation of shareholders until the end of the state of alarm.
  • Suspension of the term to call the Board Meeting to dissolve the company or remove the cause of dissolution and absence of liability of the directors for debts incurred during that period.
  • Additionally, and in connection with the aforementioned Article 40 of Royal Decree-Law 8/2020, of 18 March, the Decision of the General Directorate for Legal Certainty and Faith, of 10 April, has resolved that, those companies for which, as of 14 March 2020, had not completed the deadline for the drafting of its annual accounts, they may submit to legalize the company books within the period of four (4) months from the date of the alarm state ends.

2) Regarding the proposed distribution of earnings, Royal Decree Law 11/2020, of 31 March has included a new article 40.6 bis in Royal Decree-Law 8/2020, of 18 March, that establishes the following:

Companies that have drafted their accounts and called an ordinary general meeting to be held after the entry into force of the Royal Decree Law 11/2020 (this is, on 31 March) may replace the proposed distribution of earnings.

  • The management body of the company replacing the proposed distribution of earnings must justify this replacement on the basis of the situation arising from COVID-19.  Likewise, a letter from the auditor (in case of audited companies) must be attached stating that the auditor would not have changed its opinion in the corresponding audit report if it had known of the new proposal for the distribution of earnings.
  • For companies whose ordinary general meeting was called prior 31 March, the management body may withdraw the proposed distribution of earnings from the agenda. The requirements referred to in the previous sections will also apply in this case. Likewise, the distribution of earnings must be approved within the legal period for holding an ordinary general meeting.

3) On the other hand, listed companies, and during the year 2020, the following measures have been adopted (art. 41):

  • The obligation to submit the financial and audit report may be accomplished within six months after the end of the financial year.
  • The Ordinary General Meeting may be held within the first ten months of the financial year.
  • The Board of Directors may provide, when calling the general meeting, for attendance by telematic means.

4) Likewise, and with regard to the Commercial Registry (article 42), it is resolved to suspend the period of expiry of the registry entries, with the calculation of the periods resuming on the day following the end of the state of alarm.

5) Royal Decree-Law 16/2020 of 28 April establishes that, the financial results for financial year 2020 will not be taken into consideration to determine if a company is under the mandatory cause of dissolution provided for in article 363.1.e) of the Spanish Companies Act . However, if the results for the financial year 2021 show losses that reduce the net equity (patrimonio neto) to below half of the share capital, the directors of the company must call a general meeting of the shareholders (failing which any shareholder may request such a call) within a period of two (2) months from the end of the financial year in order  to wind-up and liquidate the company unless the share capital is sufficiently increased or reduced.

6) In addition, according to Royal Decree Law 16/2020, of 28 April,  until 31 December 2020, debtor companies (and by extension their directors) which are in a state of insolvency  are released from their  obligation to  file for a declaration of insolvency  and insolvency judges will not process any creditor´s insolvency request that is filed prior to that date.

7) During the year following the declaration of the state of alarm, an insolvent company bound by a refinancing agreement is entitled to communicate to the insolvency judge that it has initiated negotiations with its creditors  to amend the refinancing agreement  or to reach a new refinancing agreement.

Decision making

Shareholders and Board of Directors are allowed to hold meetings by telephone or videoconference, or to pass decisions in the form of written resolutions even if not explicitly provided in the Company’s bylaws.

This provision is expected to last until 31 December 2020.

Contact us

Juan Díaz – Partner, Spain


Thailand

Thailand's judiciary has postponed most hearings until the end of May 2020, subject to limited exceptions.

While government offices generally remain open, some have also taken measures to limit access to the public, including the Department of Lands. The Ministry of Commerce offered flexibility from company AGM requirements, waiving the fine for those delayed by COVID-19, although applications for the waiver must be made and considered on a case-by-case basis. The Department of Lands encouraged condominium juristic persons to hold AGMs by other means, or to limit attendance by using proxies.

The Thai government has just enacted a new law on April 19, 2020 which now allows for the Board of Director’s meeting and the shareholders’ meeting of Thai companies to be held electronically without the requirement for attendants to be physically present in Thailand.

 The key elements of the New Royal Decree are as follows:

 All attendees can attend meetings via electronic means, such as by phone or video call, from anywhere in the world.

 There is no physical attendance requirement.

 Attendees must have their identities verified before the meeting starts.

 All attendees are able to vote during the meeting (whether disclosed voting or secret voting).

 An audio or audiovisual recording of the entire meeting must be taken, except for secret meetings.

 The electronic traffic data of every attendee must be kept as evidence.

 Minutes of the meeting must be documented.

 The notice (and enclosures) calling for the meeting, can be distributed via e-mail instead of the standard postal requirement. If so, they must be properly kept as evidence by the meeting organizer.


Turkey

Limitation Imposed

As part of the measures taken in connection with Covid-19 outbreak, it was published in the Official Gazette No. 31102 on 17 April 2020 that:

With the exception of companies that are at least 50% publicly funded, until 30 September 2020:

  1. Companies cannot distribute dividends that are more than 25% of their net profit generated for the 2019 fiscal year;
  2. Companies cannot distribute retained earnings and free reserves to its shareholders;
  3. Shareholders general assemblies of the companies cannot grant board of directors the authority to distribute advance dividends; and
  4. Even if a previously held general assembly adopted a dividend distribution resolution for the 2019 financial year, if the payment was not yet made or only partially made, companies must delay payment of the dividend exceeding more than 25% of their net profit for the 2019 financial year.

The purpose of these changes is to avoid any decrease in companies’ financial resources as a result of cash dividend distributions, reducing the risk of companies going into insolvency.

Decision making by company (Board / Shareholder meetings)

Both the joint-stock companies and limited liability companies are still allowed to convene annual general assembly meeting of shareholders.

According to general ruling, companies can convene the general assembly meetings electronically if their articles of association contain the necessary provisions. Recently, the Ministry of Trade announced that companies which do not have a provision in their AoAs enabling general assembly meetings to be held electronically can now convene their general assemblies in electronical system. The companies can make the required amendments in their articles of associations allowing to hold the meetings electronically in their first coming general assembly meeting.

The annual general assemblies of limited liability companies and joint-stock companies that have already been invited their shareholders for a meeting, can be cancelled with a resolution of its management body. Application letters related to this practice shall be sent to the Directorate of the Turkish Trade Registry Gazette. Also notarized resolution should be send to the Directorate along with the application letter.

Since under Turkish law if none of the board members requests a meeting, the board decisions can be resolved without held a board meeting. In this regard, the board of directors can make the board meetings electronically (via Skype, Teams etc.) and take decisions by circulating the relevant board resolution for signature.

Board meetings are not required to be held physically and in practice the board of directors usually take their decisions by circulating the resolution for signature. Nevertheless it is also possible to hold the meetings of BoD members electronically via the E-Board of Directors System, established by Merkezi Kayıt Kuruluşu A.Ş.(MKK) during the current situation.


UK

Changes to Insolvency Laws

On 28 March 2020 the UK government announced changes to insolvency laws in response to the COVID-19 crisis.  The legislation to enact these changes is to take effect “at the earliest opportunity” but timing is uncertain given Parliament is currently in recess and not expected to return until 21 April 2020.

The measures to be introduced are:

1)    Wrongful Trading - a temporary suspension of wrongful trading provisions for company directors, retrospectively from 1 March 2020 for three months,  during the COVID-19 pandemic.  In usual circumstances directors can be personally liable for wrongful trading if they knew, or ought to have realised, that there is no reasonable prospect of a company avoiding an insolvent liquidation/administration and then fail to take every step to minimise potential losses to creditors.  With the temporary suspension of wrongful trading, the threat of personal liability for directors for wrongful trading for the period of the COVID-19 pandemic is lifted, with the aim to give directors greater confidence to continue to trade during the pandemic.

2)    New Restructuring Plan and Moratorium - the government is building on legislation reforms announced in August 2018 and fast tracking these changes.  The reforms include the introduction of a new restructuring plan, which would bind creditors to that plan and include a short moratorium to give companies in difficulty space to explore rescue options.  This would include protection for suppliers to enable companies to continue trading during the moratorium.  The government is aiming to introduce these new restructuring tools as soon as possible so that companies can take advantage of them.

Please note that, with the exception of the suspension of wrongful trading, the law relating to directors’ duties and liabilities in the context of insolvency remains in effect.  This means that liability for fraudulent trading, transacting while insolvent, granting a preference and/or the threat of director disqualification remains and there is no relief for subsisting breaches of duty.

Separately, the government has announced that they will introduce legislation to enable companies to hold their annual general meetings online or by phone, or postpone them.

Protection of Commercial Tenants

The UK government announced on 23 March 2020 that commercial tenants who cannot pay their rent because of the COVID-19 outbreak, will be protected from eviction and no business will be forced to leave their premises if they miss a payment in the next 3 months.  Commercial tenants still remain liable for the rent.  These measures will last until at least 30 June 2020 with the possibility of an extension.

Contact us

Simon Waller - Partner, UK


Ukraine

Registration of corporate changes

Ukrainian government has closed state registrar's offices, terms of provision of/ applying for the state administrative services are suspended and will be resumed upon removal of quarantine regime. However, some private notaries may act as state registrars and perform corporate changes, although several days of delay possible.


US

The fiduciary duties of directors and officers of Delaware corporations remain unaltered as a result of COVID-19.  The fiduciary duties of directors and officers of Delaware corporations can only be changed through changes to the law or through judicial interpretation. That being said, directors and officers should certainly take COVID-19 and its economic and operational impacts into account when making business decisions and continue to maximize stockholder value. Additionally, directors and officer’s level of involvement in overseeing the corporations they serve should increase when risks (such as COVID-19) present themselves.

Finally, the US Securities and Exchange Commission has issued guidance and temporary exemptive orders for companies subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides some relief from filing deadlines and other corporate and reporting formalities. This relief includes extensions of up to 45 days with respect to reports required to be filed pursuant to the Exchange Act, permission to hold virtual shareholder meetings, relief from obligation to mail additional materials to shareholders in connection with a change in the date of the annual meeting, and similar matters.

Contact us

William Dudzinsky, Partner

Kathleen Blaszak, Partner


Vietnam

On March 31, the Vietnamese government ordered mandatory social distancing across the country and prohibited gatherings of more than two people. Some companies can remain open, but factories must observe certain precautions, public transportation will be suspended, and state agencies must work from home.

The Intellectual Property Office of Vietnam is closed until further notice. IP deadlines falling between March 30, 2020, and April 30, 2020, will automatically be extended until May 30, 2020 However, filings remain available by post and online.


 

For more information contact

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