4th COVID-19 Act: Amendment of the COVID-19 Company Law Act

Nov 30, 2020 Benn-Ibler Rechtsanwälte

By the 4th COVID-19 Act, amendments to the COVID-19 Company Law Act (gesellschaftrechtliches COVID-19-Gesetz) were adopted, inter alia.

The Federal Act on Special Measures in Company Law arising from COVID-19 (Bundesgesetz betreffend besonderer Maßnahmen im Gesellschaftsrecht aufgrund von COVID-19) was amended to the effect that, in the case of the companies and other legal entities listed in § 1 (1), the holding of meetings no longer depends on whether legal measures to prevent the spread of COVID-19 are in force at the time. In order to prevent the spread of COVID-19, meetings of shareholders and board members of a corporation, a partnership, a cooperative, a private foundation, an association, a mutual insurance association, a small insurance association or a savings bank may, in accordance with the regulation pursuant to para. 2, be held without the physical presence of the participants, and resolutions may also be adopted in other ways.

The extension of the period for holding the ordinary general meeting from eight to twelve months, which previously applied only to stock corporations, now also applies to the ordinary general meetings and resolutions of cooperatives and GmbHs.

§ 2 (4) clarifies that even in articles of association, statutes and by-laws of other legal forms, the specified deadlines for convening certain meetings do not have to be met at present if, on the basis of COVID-19, it is not possible, even taking into account the forms of implementation of § 1, to hold the meeting at a later date in 2020.

Furthermore, the deadline for the submission of annual financial statements was extended in § 3a.

BGBl. I No. 24/2020