As of 31 December 2022, the suspended cause for dissolution due to losses will resume.
As a general rule, when a company incurs losses that reduce its net assets below its share capital, it is subject to dissolution. However, due to the exceptional situation created by COVID-19, the application of this ground for dissolution was postponed until the close of the financial year 2022; thus, the losses of the financial years 2020 and 2021 were not to be taken into consideration for the purposes of determining whether the company was in a state of dissolution.
Well, watch out, as this exceptional measure will cease to apply on 31 December next. This means that, if there are losses in 2022, these must be computed for these purposes and, if there is cause for dissolution, a meeting must be called by the administrators within two months, counting from the close of the financial year. Thus:
- The agenda of this meeting must include the company’s assets and liabilities.
- In addition, the shareholders must adopt the necessary resolutions to remove the grounds for dissolution (e.g. increase the capital or equity by the necessary amount or reduce the capital by offsetting losses) or agree to the dissolution.
Our advisors will study your case and inform you on how to proceed in the event of the company’s losses.