With the view to contain the outbreak of COVID‐19, Member States have put in place a series of unprecedented measures, in particular concerning confinement and social distancing of persons, potentially preventing companies from complying with their legal obligations.
Luxembourg has put in place emergency measures supporting companies by enabling the use of digital tools and processes to hold general meetings and have extended the time‐limits for the holding of general meetings in 2020.
The same principle prevails at Union level; Council Regulation (EC) No 2157/2001 regulates European companies (SEs) and Council Regulation (EC) No 1435/2003 regulates European Cooperative Societies (SCEs). Both Regulations require that a general meeting be held within six months of the end of the financial year, which, in light of the above, should be granted a temporary derogation.
The Council Regulation (EU) 2020/699 of 25 May 2020 on temporary measures concerning the general meetings of European companies (SEs) and of European Cooperative Societies (SCEs) (the Regulation) specifically provides such temporary measures.
The Regulation provides that on exceptional basis SEs and SCEs may hold their annual general meetings in 2020, within 12 months after the end of their financial year, instead of within six month as previously provided under Council Regulation (EC) No 2157/2001 with respect to SEs and Council Regulation (EC) No 1435/2003 with respect to SCEs. For the avoidance of doubt, such annual general meeting must be held by 31 December 2020 at the latest.
ENTRY INTO FORCE
The Regulation was published on 27 May 2020 in the Official Journal of the European Union and came into force on 28 May 2020.
Should you need any further information, please contact our partner Pierre-Alexandre Degehet by sending an email to padegehet [at] bsp.lu.