The recent Royal Decree-Law 9/2024 of 23 December further extends the exceptional regime. It suspends the grounds for company dissolution due to severe losses and prolongs its validity until the end of the financial year commencing in 2026.
This measure, known as the “corporate moratorium”, is part of a series of provisions adopted to mitigate the effects of recent economic crises.
The main aspects of this regulation and its implications for commercial companies are analysed below.
Key Aspects
The corporate moratorium allows commercial companies whose net assets have fallen below half of their share capital to avoid the obligation to dissolve or take immediate measures to restore their financial equilibrium. This temporary relief aims to prevent the liquidation of companies that, despite facing economic difficulties, have prospects of recovery in the medium term.
Royal Decree-Law 9/2024 establishes that the extension applies to financial years beginning between 1 January 2024 and 31 December 2026. During this period, companies can focus on strengthening their financial position without the imminent risk of dissolution, provided they comply with their legal and accounting obligations.
However, it is important to note that this extension does not exempt companies from their responsibility to adopt corrective measures. They must take advantage of this period to restructure and ensure long-term viability. Likewise, directors remain duty-bound to act diligently, safeguard the company’s and its creditors’ interests, and avoid situations that could exacerbate insolvency.
A Genuine Safeguard for the Business Sector?
From an economic perspective, this measure seeks to preserve the business fabric and protect employment in global uncertainty.
However, it also sparks debate regarding its potential negative consequences, such as the risk of perpetuating unviable or “zombie” companies, which could distort competition and hinder economic growth.
A Crucial Extension for Business Stability
Extending the suspension of company dissolution due to losses is a significant tool for addressing current economic challenges.
Nevertheless, its effectiveness will depend on companies’ capitalising on this reprieve and implementing the necessary reforms to ensure their sustainability. Authorities will also need to closely monitor the impact of this measure and adjust policies in response to evolving circumstances.
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