The Law n° 27-20, published in the Official Gazette n° 6887 of June 1st, 2020, provide special provisions relating to the operation of the Managing boards of public limited companies and the methods of holding their general meetings during the period of the state of health emergency, by derogation to the provision of the Law 17-95 relating to public limited companies as amended.

This Law presents the following main contributions:

Article 1:

  • Possibility for the Board of Directors of public limited companies, which have not yet held their meetings before the publication of this law, to hold such meetings, during the state of health emergency, by videoconference or equivalent means, to approve the accounts and take decisions relating to the preparation of the financial statements and the management report;
  • In the absence of such means, possibility for the Director, the president of the board of Directors to draw up provisional financial statements for the financial year ending on 31.12.2019, to be enforceable in relations with third parties during the period of the state of health emergency.
  • These provisional statements must be made available to the auditors, and transmitted to the board of Directors for deliberation within a period of 15 days starting from the date of the end of the state of emergency,

Article 2:

  • Possibility for the Managing board of public limited companies which have not yet held their meeting before the publication of this law, to use the Financial statements relating to the accounts of the past financial year ended on 31.12.2019, in order to be enforceable in relations with third parties;
  • The Managing board must make the said annual financial statements available to the Supervisory Board, for deliberation within 15 days from the date of the end of the state of emergency;
  • Possibility for public limited companies to hold their ordinary and extraordinary shareholders’ meetings, during the state of health emergency, by videoconference or equivalent means, and to adopt postal voting;
  • Possibility for the boards of directors and managing boards of publicly traded companies to authorize, during the state of health emergency, the issue of bonds without referring to the general meeting of shareholders. The General meeting of shareholders must be convened within 15 days from the date of the end of the state of emergency, to present a report on the use that has been made of the authorization mentioned above.

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Written by Nezha BELKHADIR Legal Manager