Extension of the extraordinary regime during the Covid-19 pandemic for the loss-making dissolution case

The Government has approved the extension of the extraordinary regime that suspends, for legal purposes, the consideration of certain accounting losses as grounds for the dissolution of commercial companies. This measure came into force on 9 April by means of Royal Decree-Law 4/2025 on urgent measures in response to the tariff threat and to relaunch trade.

The aim of this initiative is to provide a new framework for financial relief to companies which, although still viable, could be seriously affected by the cumulative impact of the crisis resulting from the COVID-19 pandemic and the new international economic context, marked by the recent imposition of tariffs by the US on European products.

Lener's M&A and Corporate Department analyses the following key aspects:

• Previous regulatory context: general framework for the dissolution of companies under the Capital Companies Act and exceptional measures adopted since the pandemic.
• Purpose of RD-L 4/2025: urgent measures in the face of the tariff threat and protection of the Spanish business fabric.
• Scope of the extension: the exclusion of losses from 2020 and 2021 is extended to the financial year 2025, inclusive.
• Obligations of directors: conditions for calling a general meeting and responsibilities arising.2024 annual accounts reformulation: special deadline if they had already been prepared before the entry into force of RD-L 4/2025.
• Restatement of annual accounts 2024: enabling a special deadline if they had already been formulated before the RD-L came into force.
• Practical impact and recommendations: implications of the measure on corporate management and next steps for companies to consider.

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