Reinstatement of the accounting moratorium

On May 8, 2025, the Congress of Deputies approved the validation of Royal Decree-Law 4/2025, dated April 8, which introduces urgent measures to tackle tariff threats and rejuvenate trade.

This decision reinstates the accounting moratorium on dissolutions due to losses, effectively ending the uncertainty that arose when the earlier moratorium lapsed following the non-validation of Royal Decree 9/2024, dated December 23, known as the "Omnibus Decree."

Suspension of grounds for dissolution due to losses

Article 6 of Royal Decree-Law 4/2025 extends the moratorium established by Law 3/2020 with a notable provision:

In assessing whether the grounds for dissolution specified in article 363.1.e) of the revised text of the Capital Companies Act (approved by Royal Legislative Decree 1/2002 on July 2) apply, losses incurred during the financial years 2020 and 2021 will not be considered until the end of the financial year commencing in 2025.

While the previously rejected Omnibus Decree suggested an extension through the financial year 2026, it has now been limited to the year 2025.

It is essential to note that losses incurred during the financial years 2022 to 2025 will be taken into account. This means that if net assets fall below half of the share capital, even after excluding the losses from the financial years 2020 and 2021, it will provide legal grounds for dissolution in all respects.

Extension of deadlines

At the time of this Royal Decree-Law's publication, the legal deadline for preparing annual accounts for the 2024 financial year had already elapsed. Consequently, the first Additional Provision extends the associated deadlines as follows:

• The deadline for restating annual accounts has been pushed to May 9, 2025, for accounts prepared before April 9, 2025.
• If annual accounts are restated, the deadline for convening the ordinary general meeting extends to three months after the restatement, setting a late August deadline of August 9, 2025.
• Option to cancel the ordinary general meeting with a 72-hour notice if the meeting was already scheduled by April 9, 2025.

Osborne Clarke comment

The explanatory memorandum linked to this Royal Decree-Law associates this measure with the ongoing tariff crisis, despite this circumstance not being anticipated when the measure was initially proposed in the Omnibus Decree. This connection might raise questions about its intent. However, given that the extension to 2026 has been removed, 2025 will likely mark the final year for this exception. While new legal measures may emerge in the future, we encourage companies to avoid significant delays in actions aimed at restoring their equity balance. Such actions could involve reducing capital due to losses or increasing capital to counterbalance them.