Throughout the entirety of the fiscal year 2024, the so-called “accounting moratorium” will continue to apply, which allows the losses of the fiscal years 2020 and 2021 not to be computed for the purpose of determining whether a capital company is or is not subject to dissolution due to losses.
Let us remember that the current Capital Companies Law establishes that, when losses reduce the net worth to an amount lower than half of the share capital, the governing body is obliged to convene, within a maximum period of two months from the occurrence of the aforementioned cause of dissolution due to losses, a general meeting of shareholders in order to adopt the corresponding dissolution agreement or, if applicable, the pertinent measures to remedy this cause; failure to comply which entails a personal and joint liability of the administrators with respect to the social obligations subsequent to the occurrence of the cause of dissolution in question.
This extraordinary regime of suspension of the cause of dissolution due to losses was established during the health crisis caused globally by COVID-19 and since then this accounting moratorium has undergone several modifications, the latest, due to the armed conflict in Ukraine and other collateral effects thereof, which has set the time limit for the suspension of the computation of the losses of the fiscal years 2020 and 2021 to the end of the fiscal year 2024 (that is, during the fiscal years 2022, 2023, and 2024).
Consequently, and until the end of the fiscal year 2024, the administrator shall not consider the losses of the fiscal years 2020 and 2021 to determine if there is a legal cause for dissolution due to losses of a company, even if such losses are not caused by COVID-19. However, if excluding these losses of the fiscal years 2020 and 2021, a company is still in cause of dissolution, the administrator must, likewise, comply with the provisions set forth in the corporate and/or bankruptcy regulations applicable to this effect.
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