COVID-19 | Legal Task Force - Updated regulations March 20, 2020, noon - DLA Piper
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COVID-19 | Legal Task Force
Updated regulations
March 20, 2020, noon
UKM/102390558Contents
Disclaimer ________________________________________________________________________ 1
I. New regulatory framework _________________________________________________________ 2
II. Employment Law FAQs ___________________________________________________________ 7
III. Privacy Law FAQs _______________________________________________________________ 9
IV. Business Operations FAQs _______________________________________________________ 10
V. Curfew FAQs __________________________________________________________________ 12
VI. Tax Law FAQs ________________________________________________________________ 13
VII. Banking, Financial Markets and Insurance FAQs _____________________________________ 14
VIII. Civil Litigation FAQs ___________________________________________________________ 16
IX. Criminal Litigation FAQs _________________________________________________________ 17
X. Corporate FAQs ________________________________________________________________ 19
DLA Piper is a global law firm operating through various separate and distinct legal entities.
For further information please refer to www.dlapiper.com.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA PiperDisclaimer
The coronavirus COVID-19 crisis has no similar precedent in recent times in Europe. The Spanish
authorities are doing their best to approve new laws and regulations addressing the challenges
created by the crisis. The legal framework and its implementation is changing hour by hour. This
summary does not intended to, and actually does not cover, all the measures adopted, nor all the
potential scenarios. It shall not be taken as legal advice, but only as an informative document. Please
check the date of the last update in the watermark.
Additional measures may be adopted in the course of the next few days and weeks. Stay attentive to
new updates. The time and frequency of the updates depends on several factors and neither the
updates nor the frequency of them shall be taken for granted.
A white background and simple formatting has been adopted to allow easier reading on-screen and
limit toner use if printed at home. Please consider the impact on the environment and the potential
difficulties for the supply of paper in certain territories before printing.
You may request additional information from us at any time at the following email address:
covid19.spain@dlapiper.com
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 1I. New regulatory framework
All links are fully operational to this date.
10/03/2020 Orden PCM/205/2020, de 10 de marzo, por la que se Restrictions to air traffic
publica el Acuerdo del Consejo de Ministros de 10 de
marzo de 2020, por el que se establecen medidas
excepcionales para limitar la propagación y el contagio
por el COVID-19, mediante la prohibición de los vuelos
directos entre la República italiana y los aeropuertos
españoles
11/03/2020 Real Decreto-ley 6/2020, de 10 de marzo, por el que se Public Health
adoptan determinadas medidas urgentes en el ámbito
económico y para la protección de la salud pública
12/03/2020 Orden PCM/216/2020, de 12 de marzo, por la que se Restrictions to maritime
publica el Acuerdo del Consejo de Ministros de 12 de traffic
marzo de 2020, por el que se establecen medidas
excepcionales para limitar la propagación y el contagio
por el COVID-19, mediante la prohibición de entrada de
buques de pasaje procedentes de la República italiana y
de cruceros de cualquier origen con destino a puertos
españoles
13/03/2020 Real Decreto-ley 7/2020, de 12 de marzo, por el que se Economic impact of
adoptan medidas urgentes para responder al impacto COVID-19
económico del COVID-19
14/03/2020 Real Decreto 463/2020, de 14 de marzo, por el que se State of Alarm – Formal
declara el estado de alarma para la gestión de la Declaration
situación de crisis sanitaria ocasionada por el COVID-19
15/03/2020 Instrucción de 15 de marzo de 2020, del Ministerio de Military
Defensa, por la que se establecen medidas para la
gestión de la situación de crisis sanitaria ocasionada por
el COVID-19 en el ámbito del Ministerio de Defensa
15/03/2020 Orden INT/226/2020, de 15 de marzo, por la que se Police
establecen criterios de actuación para las Fuerzas y
Cuerpos de Seguridad en relación con el Real Decreto
463/2020, de 14 de marzo, por el que se declara el
estado de alarma para la gestión de la situación de crisis
sanitaria ocasionada por el COVID-19
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 215/03/2020 Orden INT/227/2020, de 15 de marzo, en relación con Prisons
las medidas que se adoptan en el ámbito de
Instituciones Penitenciarias al amparo del Real Decreto
463/2020, de 14 de marzo, por el que se declara el
estado de alarma para la gestión de la situación de crisis
sanitaria ocasionada por el COVID-19
15/03/2020 Orden INT/228/2020, de 15 de marzo, por la que se Civil Protection
establecen criterios de aplicación del Real Decreto
463/2020, de 14 de marzo, por el que se declara el
estado de alarma para la gestión de la situación de crisis
sanitaria ocasionada por el COVID-19, en el ámbito del
Sistema Nacional de Protección Civil
15/03/2020 Orden TMA/229/2020, de 15 de marzo, por la que dictan Transport of Products
disposiciones respecto al acceso de los transportistas
profesionales a determinados servicios necesarios para
facilitar el transporte de mercancías en el territorio
nacional
15/03/2020 Orden TMA/230/2020, de 15 de marzo, por la que se Public Transport
concreta la actuación de las autoridades autonómicas y
locales respecto de la fijación de servicios de transporte
público de su titularidad
15/03/2020 Orden TMA/231/2020, de 15 de marzo, por la que se Ticket Sales
determina la obligación de disponer mensajes
obligatorios en los sistemas de venta de billetes online
de todas las compañías marítimas, aéreas y de
transporte terrestre, así como cualquier otra persona,
física o jurídica, que intervenga en la comercialización
de los billetes que habiliten para realizar un trayecto con
origen y/o destino en el territorio español
15/03/2020 Orden SND/232/2020, de 15 de marzo, por la que se Human Resources
adoptan medidas en materia de recursos humanos y
medios para la gestión de la situación de crisis sanitaria
ocasionada por el COVID-19
15/03/2020 Orden SND/233/2020, de 15 de marzo, por la que se Public Information
establecen determinadas obligaciones de información de
acuerdo con lo previsto en el Real Decreto 463/2020, de
14 de marzo, por el que se declara el estado de alarma
para la gestión de la situación de crisis sanitaria
ocasionada por el COVID-19
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 315/03/2020 Orden SND/234/2020, de 15 de marzo, sobre adopción Health Authorities
de disposiciones y medidas de contención y remisión de
información al Ministerio de Sanidad ante la situación de
crisis sanitaria ocasionada por el COVID-19
16/03/2020 Orden INT/239/2020, de 16 de marzo, por la que se Borders
restablecen los controles en las fronteras interiores
terrestres con motivo de la situación de crisis sanitaria
ocasionada por el COVID-19
16/03/2020 Orden TMA/240/2020, de 16 de marzo, por la que se Catering at airports
dictan disposiciones respecto a la apertura de
determinados establecimientos de restauración y otros
comercios en los aeródromos de uso público para la
prestación de servicios de apoyo a servicios esenciales
16/03/2020 Orden TMA/241/2020, de 16 de marzo, por la que se Ceuta city
establecen las medidas de transporte a aplicar a las
conexiones entre la península y la Ciudad de Ceuta
16/03/2020 Orden TMA/242/2020, de 16 de marzo, por la que se Melilla City
establecen las medidas de transporte a aplicar a las
conexiones entre la península y la Ciudad de Melilla
17/03/2020 Instrucción de 16 de marzo de 2020, del Ministerio de Military
Defensa, por la que se establecen medidas para la
gestión de la situación de la crisis sanitaria ocasionada
por el COVID-19 en el ámbito del Ministerio de Defensa
17/03/2020 Orden TMA/245/2020, de 17 de marzo, por la que se Trains
disponen medidas para el mantenimiento de los tráficos
ferroviarios
17/03/2020 Orden TMA/246/2020, de 17 de marzo, por la que se Canary Islands
establecen las medidas de transporte a aplicar a las
conexiones entre la península y la Comunidad
Autónoma de Canarias
17/03/2020 Orden TMA/247/2020, de 17 de marzo, por la que se Balearic Islands
establecen las medidas de transporte a aplicar a las
conexiones entre la península y la Comunidad
Autónoma de Illes Balears
18/03/2020 Real Decreto-ley 8/2020, de 17 de marzo, de medidas Economic Impact and
urgentes extraordinarias para hacer frente al impacto Employment
económico y social del COVID-19
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 418/03/2020 Orden INT/248/2020, de 16 de marzo, por la que se Borders
establecen criterios de actuación para las Fuerzas y
Cuerpos de Seguridad ante el restablecimiento temporal
de controles fronterizos
18/03/2020 Corrección de errores de la Orden INT/239/2020, de 16 Borders
de marzo, por la que se restablecen los controles en las
fronteras interiores terrestres con motivo de la situación
de crisis sanitaria ocasionada por el COVID-19
18/03/2020 Real Decreto 465/2020, de 17 de marzo, por el que se State of Alarm – Fine
modifica el Real Decreto 463/2020, de 14 de marzo, por Tuning
el que se declara el estado de alarma para la gestión de
la situación de crisis sanitaria ocasionada por el COVID-
19
19/03/2020 Orden TMA/254/2020, de 18 de marzo, por la que se Air and Road Transport
dictan instrucciones en materia de transporte por
carretera y aéreo
19/03/2020 Resolución de 16 de marzo de 2020, del Instituto Social Maritime Transport
de la Marina, por la que se adoptan determinadas
medidas, con motivo del COVID-19, en relación con las
prestaciones y servicios específicos para el sector
marítimo-pesquero
19/03/2020 Orden SND/257/2020, de 19 de marzo, por la que se Tourist Accommodation
declara la suspensión de apertura al público de
establecimientos de alojamiento turístico, de acuerdo
con el artículo 10.6 del Real Decreto 463/2020, de 14 de
marzo, por el que se declara el estado de alarma para la
gestión de la situación de crisis sanitaria ocasionada por
el COVID-19
20/03/2020 Orden TMA/258/2020, de 19 de marzo, por la que se Maritime Transport
dictan disposiciones respecto de los títulos
administrativos y las actividades inspectoras de la
administración marítima, al amparo del Real Decreto
463/2020, de 14 de marzo, por el que se declara el
estado de alarma para la gestión de la situación de crisis
sanitaria ocasionada por el COVID-19
20/03/2020 Orden TMA/259/2020, de 19 de marzo, por la que se Road Transport
dictan instrucciones sobre transporte por carretera
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 520/03/2020 Orden SND/260/2020, de 19 de marzo, por la que se Electric Network
suspende la activación del servicio de gestión de la
demanda de interrumpibilidad por criterios económicos
ante la situación de crisis sanitaria ocasionada por el
COVID-19
20/03/2020 Orden SND/261/2020, de 19 de marzo, para la Judiciary
coordinación de la actividad profesional de los miembros
de los cuerpos de funcionarios regulados en el libro VI
de la Ley Orgánica 6/1985, de 1 de julio, del Poder
Judicial durante la vigencia del estado de alarma
declarado por Real Decreto 463/2020, de 14 de marzo
20/03/2020 Instrucción de 19 de marzo de 2020, del Ministerio de State of Alarm – Fine
Sanidad, por la que se establecen criterios Tuning
interpretativos para la gestión de la situación de crisis
sanitaria ocasionada por el COVID-19
20/03/2020 Resolución de 20 de marzo de 2020, de la Secretaría Safety Devices
General de Industria y de la Pequeña y Mediana
Empresa, sobre especificaciones alternativas a las
mascarillas EPI con marcado CE europeo
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 6II. Employment Law FAQs
1. Are there any new legal Health and Safety obligations?
No, general obligations continue to apply adapted to the new situation.
It is advisable that Health and Safety service providers update any assessments/protocols/measures
in accordance with Health Authorities requirements for workplaces (e.g. safety distance, Personal
Protective and Safety Equipments – PPE-, disinfection protocols, etc.).
For companies that did not have remote working processes in place, the obligation to evaluate risks
will be complied with through voluntary risk auto-assessment carried out by employees.
2. What are the general Health and Safety obligations on employers in Spain?
Employers must take all necessary and appropriate measures to protect the health of their employees.
Coronavirus COVID-19 particular situation: it is advisable to provide all necessary protection and
hygiene products and adopt specific cleaning protocols.
Employers must also inform and train their employees about the measures to be adopted to reduce
existing risks.
Coronavirus COVID-19 particular situation: employers should issue updated, timely communications
on:
the measures implemented by the company about the virus;
the preventive sanitation measures to be followed by the employees;
the measures to be adopted to reduce the risk of being infected; and
how to proceed if an employees has any symptoms/is diagnosed with the virus or has been
exposed to a restricted area.
3. When is the employer obliged to close its premises?
Companies' premises shall be closed if a serious, imminent and unavoidable risk of spreading of
coronavirus COVID-19 exists or when required by the authorities (e.g. following a formal decision from
the government to stop certain activities).
4. Are employees allowed to go to work?
Employers must implement remote working if technically and reasonable possible with a proportionate
effort.
Although personal freedom of movement is restricted, going to the workplace is one of the exceptions.
Case-by-case analysis is requested.
5. Ways of working
a. What about smart working?
Under emergency regulations, smart working (e.g. working at home) should be implemented
over other alternatives, such as the suspension of employment contracts or the reduction of
working hours.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 7b. Smart working is not an option in the case of:
paid leave;
flexible working time and working on shifts;
following the formal process for the suspension of employment contracts, or the reduction of
working hours that allows employees to get unemployment benefits.
There are two alternatives:
– Due to force majeure, as a consequence of coronavirus COVID-19 crisis if:
– business activity has been suspended/cancelled, or
– business premises have been closed down; or
– in case of shortage of supplies; or
– if employees cannot reach the workplace (due to illness or otherwise); or if there is a
risk of massive spread of coronavirus COVID-19 at the workplace.
– For economic, technical, organizational or production reasons.
Companies implementing a suspension of employment contracts or reducing working hours under
the new regulation that allows specific Social Security exemptions/discounts are required to
maintain the workforce size at least during the six months following normal business resumption.
6. What happens with an employee who has to care for dependents (e.g. due to the closure of
schools)?
Employees will be entitled to adapt their employment conditions (e.g. flexible working hours, change of
shifts, changes to working schedule, etc.). Employees may reduce their working schedule up to 100%.
Employees who were already enjoying a reduction of working hours may modify it to adapt it to their
needs or, even, waive this right.
7. Are self-quarantine and sickness situations covered by Spanish Social Security entities?
Yes. Self-quarantine and sickness linked to coronavirus COVID-19 will be considered a work-related
accident for the purposes of Social Security benefits, provided that it is duly documented by official
medical services.
8. What happens with the Social Security contributions?
Special discounts apply on Social Security contributions for tourism, trade and hospitality activities
linked to tourist activity and, in special cases, while suspension of employment and reduction of
working hours measures are adopted.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 8III. Privacy Law FAQs
1. Do the EU Regulation 2016/679 (GDPR) and the Spanish Fundamental Act 3/2018 (NLOPD)
remain applicable?
Yes, they do. The Spanish Data Protection Commissioner (AEPD) has clarified that they are fully
applicable despite the exceptional circumstances.
2. Are employees obliged to notify to employers they test positive for COVID-19?
Yes. The AEPD has made clear that, according to its interpretation of Spanish Law 31/1995 on the
Protection against Risks at the Workplace (LPRL), employees do have this obligation.
3. Can companies freely identify, in front of colleagues and third parties, the employees that
have tested positive for coronavirus COVID-19?
No, they cannot. They can announce for general protection purposes that someone has tested
positive for coronavirus COVID-19 and adopt remediation measures, but should not single out specific
employees.
4. Can the health authorities release regulations allowing companies to process health
information beyond what is normally authorized by GDPR and NLOPD?
Yes, they can, and AEPD will support those regulations. In the absence of them, companies should be
careful in not going beyond what GDPR, NLOPD and LPRL usually allow. Epidemiological studies and
research about personal connections of employees fall within the domain of the health authorities, not
of everyone else.
5. If lawfully obtained, can companies process information about an employee testing positive
for coronavirus COVID-19?
Yes, but only in a limited way for prevention of further infection at the workplace.
6. Should security staff check employees’ temperature?
No. Health data collection should be done in principle by medical professionals.
7. Is fit/non-fit information, without any association to other details like fever etc., considered
health information in Spain?
No, it is not. Using such "organizational information" may also serve to protect the privacy of
employees and also help companies to handle risks in a simpler manner.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 9IV. Business Operations FAQs
1. Is COVID-19 considered a Force Majeure event?
The Spanish Government has considered it to be a force majeure event in the context of employment
law in certain circumstances, but this statement has no direct impact on civil and commercial
contracts. This needs to be analysed in the light of the specific circumstances of each particular case.
Under Spanish law, if performance is not impossible, but merely very difficult or very onerous, force
majeure may probably not be applicable and other alternatives may arise.
2. The existence of an order from the Spanish authorities prohibiting a given activity is
considered a "force majeure" event?
It would depend on when the contract was executed. In certain cases it will be rather triggering the
temporary or definitive nullity of the contract because of performance being linked to an unlawful
activity.
3. Could the COVID-19 crisis trigger the amendment or termination of agreements on the
basis of material adverse change (rebus sic stantibus clause)?
The general rule according to Spanish law is that agreements must be performed in its terms (pacta
sunt servanda). However, according to the case law, the amendment (not termination) of an
agreement is exceptionally possible if:
It is a successive term agreement (tracto sucesivo) or a single term agreement (tracto único) with
the deferred performance.
The new circumstances are supervened (i.e. occurred after the execution of the agreement and
before its fulfilment).
The new circumstances were unpredictable and not attributable to any party to the agreement.
The new circumstances affect the economic rationale (base económica) of the agreement,
breaking the balance of obligations (equilibrio de prestaciones) and making unreachable the
original purpose of the contract.
4. Do factories have to close down?
No, they may continue their operations under appropriate safety schemes.
5. Is transport blocked?
No. There are strong restrictions on travel of people by air, train and ship, but all means of transport
remain operative. Transport of products remains fully operational.
6. Are restaurants and bars closed?
Yes, they shall remain mandatorily closed. However, they are authorized to prepare food for take-
away.
7. Are schools and university closed?
Yes, they shall remain mandatorily closed.
8. Are sports venues closed?
Yes, they shall remain mandatorily closed.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 109. Are Museums, Cinemas and Theaters closed?
Yes, they shall remain mandatorily closed.
10. Are Prisons operational?
Yes, although there are limitations related to visits and to authorizations to go to the outside.
11. Have additional measures related to Public Procurement by the authorities been approved?
Yes. All contracts to be concluded by the General State Administration or its public bodies and
entities governed by public law to meet the needs arising from the protection of persons and other
measures adopted by the Council of Ministers to deal with COVID-19 shall be subject to emergency
processing.
The release of the funds necessary to meet the costs generated by the adoption of measures for the
protection of people's health from COVID-19 will be made to justify them.
This shall apply to the contracts necessary to deal with COVID-19 situation, the processing of which
began before its entry into force.
Other regulations and rules on this matter have been approved by the authorities and shall be
practically developed over the next days.
12. Is the period to return goods purchased online suspended?
Yes. During the State of Alarm or its extensions, the deadlines for the return of products purchased by
any modality, either in person or online, are interrupted. The period will be resumed when the State of
Alarm or its extensions expire.
13. Have the new regulations introduced any general extensions in the terms/delays applicable
to administrative procedures?
Initially, the Government declared that all administrative procedures should be deemed suspended
until the State of Alarm declaration remains applicable. However, later it has clarified that such
suspension should not apply to certain procedures like the ones related to COVID-19 related activities
or to the mandatory payments to the Social Security. There are, however some exceptions to the
general rule (see also section on Tax Law).
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 11V. Curfew FAQs
1. Are there any restrictions on the free movement of people inside the country?
Yes. As a general principle, people shall remain at home.
2. Are there any exceptions to the general principle of staying at home?
Yes, namely the following ones (that shall be done individually, except when accompanying disabled
people, aged people or children, of if there is a strong justification for doing so):
Procurement of food, pharmaceuticals and basic needs.
Assistance to health centres, services and establishments.
Travelling to the place of work to perform their work, professional or business.
Return to the place of permanent residence.
Assistance and care for the elderly, minors, dependents, disabled persons or particularly
vulnerable persons.
Moving to financial and insurance entities.
Due to force majeure or a situation of necessity.
Any other activity of a similar nature.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 12VI. Tax Law FAQs
1. Which is the formal trigger of the new tax law measures applicable during the COVID-19
crisis?
There are actually three triggers. The first one Spanish Royal Decree 7/2020, stating several
measures to facilitate the request of deferrals for tax payments in the case of small companies, the
second one Spanish Royal Decree 463/2020 declaring the State of Alarm (as amended by Royal
Decree 465/2020) and the third one Spanish Royal Decree 8/2020 of urgent and extraordinary
provisions to address the economic and social impact of COVID-19.
2. Which are the specific extensions of terms/delays approved for tax procedures?
The deadlines for tax obligations derived from tax proceedings which had not concluded as of
17 March 2020, shall be extended until 30 April 2020. The deadlines for tax obligations derived from
tax procedures, communicated as from 18 March 2020, shall be extended until 20 May 2020 unless
the applicable regulation provides for a longer deadline.
3. Is it possible to answer queries/make filings before the extended terms arrive?
Yes.
4. Does the extension have any impact on the authorities and their rights within the tax
procedures?
Yes. The period within 18 March 2020 and 30 April 2020 shall not be computed for the purposes of
the maximum time period the Spanish Tax Authorities (Agencia Estatal de Administración Tributaria)
have to issue a final resolution in a tax audit, penalty procedures and administrative appeals, although
during said period the Spanish Tax Authorities may carry out any essential procedures.
Royal Decree 8/2020 also foresees that the statute of limitations shall be suspended in the time period
running from 18 March 2020 to 30 April 2020.
Other specific rules do apply.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 13VII. Banking, Financial Markets and Insurance
FAQs
1. Have any measures related to financial market been approved by the Spanish authorities?
The Spanish securities markets authority (CNMV) has banned the creation or increase of net short
positions on Spanish shares admitted to trading on Spanish trading venues (Stock Exchanges and
Mercado Alternativo Bursátil) between 17 March and 17 April inclusive. In addition, the European
Securities Markets Authorities ("ESMA") requires the reporting of net short positions of 0.1% and
above as from Monday 16 March.
CNMV has issued guidance on general shareholders meetings of listed companies in view of the
health situation caused by COVID-19.
2. Are citizens allowed to go to banks or insurance entities?
Yes. They continue its operations, although special timetables and procedures have been established
by most entities.
3. Have other related measures been put in place?
ESMA has published some recommended actions related to business continuity planning, market
disclosure, financial reporting and fund management for financial market participants.
BCE has provided temporary capital and operational relief, which implies some Pillar Guidance
recommendations relaxation. Partially use of capital instruments different to CET1 will be allowed.
Spanish banking regulations have been amended to allow broker-dealers, payment institutions and
electronic money institutions to transform into banks.
The Spanish banking authority (Bank of Spain) and CNMV have decided to suspend face-to-face
attention to the general public and reception of physical documentation at their premises as from
Monday 16 March. Therefore, submission of documentation can only be made via online means.
The Spanish AML/CTF authority (i.e. SEPBLAC) issued a statement in which declares that it takes into
consideration the extraordinary circumstances derived from the current public health emergency
situation in Spain and understands that it may make difficult for obliged entities to comply with their
reporting obligations to the this AML/CTF authority. Consequently, the SEPBLAC will duly take into
account such extraordinary circumstances in order to assess possible delays in compliance.
4. Is there any particular new provision regulating mortgage debt moratorium?
Yes, but only for the usual/ordinary residence (i.e. not including vacation or weekend homes) and
provided the debtors are in a situation of economic vulnerability.
The granting of the moratorium entails the suspension of the mortgage debt during the term stipulated
for it (no specific term is determined and will therefore be determined by the lender) and the early
repayment clause in the mortgage loans will not be applied either. No late payment interest will
accrue either.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 14Economic vulnerable debtors are the ones that:
become unemployed or, if an entrepreneur, suffer a substantial loss of income or decrease of
sales (above 40%);
the total income of the family unit does not exceed in the month prior to the application of the
moratorium x3 Monthly IPREM (i.e. EUR 537.84 x3). This calculation shall be increased in the
case of children, persons over 65 years of age, disability, dependency or illness;
the mortgage loan instalments, plus the expenses and basic supplies, are higher than the 35% of
the net income of the whole family unit;
as a result of the COVID-19 emergency, the family unit has suffered a significant alteration in its
economic circumstances in terms of the effort required to access housing (the ratio of mortgage
charges over family income has been multiplied by 1.3); and
guarantors (garantes y avalistas) and non-debtor mortgage holders (hipotecantes no deudores) in
case of economic vulnerability may require the lender to enforce all the assets of the principal
debtor before claiming the guaranteed debt from them, even if they have expressly waived the
benefit of exemption (excusión) in the contract.
Debtors must prove to the lender entity their economic vulnerability by delivering:
in the event of legal unemployment, the certificate issued by the entity managing the benefits
(prestaciones);
self-employed workers who cease their activity must provide the certificate issued by the tax office
on the basis of the declaration of cessation;
a family book and a census certificate, to prove that they are living in the main residence;
where appropriate, a declaration of disability, dependency or permanent incapacity to work;
a Land Registry excerpt (nota simple);
deeds of sale of the home and the granting of the mortgage loan; and
debtor's declaration of responsibility regarding compliance with the requirements.
The debtors can apply for the moratorium during a period of 15 days after the end of the validity of the
extraordinary measures (deadline 3 May). The lenders will have to implement such moratorium within
a maximum of 15 days after the application and will have to report such moratorium to the Bank of
Spain.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 15VIII. Civil Litigation FAQs
1. Have civil litigation procedures been adjourned/postponed nationwide in Spain?
Yes. Scheduled proceedings have been suspended nationwide, with the exception of urgent
proceedings or those affecting fundamental rights.
2. Which are the exceptions to the general rule on postponing civil litigations procedures?
The exceptions established by the new extraordinary regulations until the State of Alarm is over are
the following ones:
Procedures for the protection of the fundamental rights of Article 114 Law 29/1998, of 13 July,
regulating the contentious-administrative jurisdictional order, nor to the judicial authorizations or
ratifications proceedings provided for in Article 8.6 of the aforementioned law.
Procedures of collective action and for the protection of fundamental rights and public freedoms
regulated by Law 36/2011, of 10 October, regulating social jurisdiction.
Judicial authorization for non-voluntary internment of mental illness people, as provided for in
Article 763 of Law 1/2000 of 7 January on Civil Procedure.
Measures for the protection of minors as provided for in Section 158 Civil Code.
Courts may agree to take any necessary legal action to avoid irreparable damage to the rights and
legitimate interests of the parties to the proceedings.
3. Have procedural time limits been suspended or extended as well?
Yes. All the terms are suspended and the time limits interrupted for all jurisdictional orders, until the
State of Alarm is over.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 16IX. Criminal Litigation FAQs
1. Have criminal litigation procedures been adjourned/postponed nationwide in Spain?
Yes. All criminal proceedings have been generally suspended. This means that the investigative
periods of the Investigation Courts (Juzgados de Instrucción) are suspended, as are the pending
hearings and trials in front of the Criminal Courts (Juzgados de lo Penal).
Likewise, the statute of limitations periods for the criminal offences and penalties are also suspended.
2. Are there any exceptions to that rule?
Yes. Namely the following ones:
Any legal action which, if not taken, could cause irreparable damage, with particular reference to
the investigation phase.
The courts of violence against women shall provide the corresponding guard services. In
particular, they shall ensure that protection orders are issued and that precautionary measures are
taken in relation to violence against women and children.
Proceedings with the detainee and others that are unavoidable, such as the adoption of urgent
precautionary measures, the removal of dead bodies, entries and inspections, etc.
Urgent prison surveillance actions.
In general, processes in which the violation of fundamental rights is alleged (such as the Habeas
Corpus procedure) and which are urgent and preferential (i.e. those whose postponement would
prevent or make the judicial protection claimed very burdensome).
3. Are there any special priorities?
Yes, along the following lines:
In the provision of legal assistance to detainees and victims of domestic violence, both in the
police headquarters and in the judiciary. Telephone and videoconference means should be
provided as a priority in order to provide sufficient health guarantees, respecting in any case the
confidentiality of communications between detainees and their lawyers. To that end, all
assistance to detainees will be provided at the judicial offices, with the right to testify at police
headquarters being waived.
In cases where legal assistance cannot be carried out by the above-mentioned facilities, and the
physical presence of the lawyer is required in the police or judicial offices, it must be ensured that
the proceedings are carried out in physical offices that ensure minimum safety distances and
disinfection of possible objects of shared use.
4. Are there any criminal offences/crimes that may directly linked to behaviors that may occur
more likely in the context of the COVID-19 crisis?
Yes. These include:
Article 37.15. of Fundamental Law on the Protection of Citizens' Security: The following constitutes
a minor criminal infringement: the removal of fences, tapes or other fixed or mobile elements
placed by the Security Forces and Corps to delimit security perimeters, including as a preventive
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 17measure, when it does not constitute a serious infraction. Punishable by a fine of EUR100 up to
EUR600.
Article 36.6. of Fundamental Law on the Protection of Citizens' Security: The following constitutes
a serious infringement: Disobedience or resistance to the authority or its agents in the exercise of
their duties, when it does not constitute a crime, as well as the refusal to identify oneself at the
request of the authority or its agents or the allegation of false or inaccurate data in the
identification processes. Punishable by a serious fine of EUR601 up to EUR30,000.
Article 57.2. b) of Law 33/2011 on Public Health: The following constitutes a serious infringement,
punishable by a fine of EUR3,001 up to EUR60,000: The commission of conduct or omission that
may produce a risk or serious harm to the health of the population, when it does not constitute a
very serious offence. Article 57.2. a) of Law 33/2011 on Public Health. The following constitutes a
very serious infringement, punishable by a fine of EUR60,001 to EUR600,000: The commission of
conduct or omission that produces a risk or very serious harm to the health of the population.
Repeated non-compliance with the instructions received from the competent authority, or failure to
comply with a requirement thereof, if it entails serious damage to health. Article 45.4. of
Law 17/2015 on the National System of Civil Protection: The following constitutes a serious
infringement, punishable by a fine of EUR1,501 to EUR30,000: In declared emergencies, failure to
comply with the orders, prohibitions, instructions or requirements made by the heads of the
competent bodies or the members of the intervention and assistance services, as well as the
duties of collaboration with the surveillance and protection services of public or private companies,
when this does not involve special danger or importance for the safety of people or property.
Article 45.3 of Law 17/2015 on the National System of Civil Protection: The following constitutes a
very serious infringement, punishable by a fine of EUR30,001 to EUR600,000: In declared
emergencies, the failure to comply with the orders, prohibitions, instructions or requirements made
by the heads of the competent bodies or the members of the intervention and assistance services,
as well as with the duties of collaboration with the surveillance and protection services of public or
private companies, when this involves special danger or importance for the safety of persons or
goods.
Article 556.1 of the Spanish Criminal Code: Those who, without being covered by article 550,
resist or seriously disobey the authority or its agents in the exercise of their duties, or duly
identified private security personnel who carry out private security activities in collaboration with
and under the command of the State Security Forces and Corps, shall be punished by
imprisonment of three months to one year or a fine of 6 to 18 months.
Article 514.1 of the Spanish Criminal Code: The holding of a meeting or demonstration that is held
for the commission of a criminal offence shall be punished in the persons of its promoters or
directors with imprisonment of one to three years and a fine of 12 to 24 months.
Article 514.3 of the Spanish Criminal Code: Persons who, on the occasion of a meeting or
demonstration, carry out acts of violence against the authority, its agents, persons or public or
private property, shall be punished in the upper half for their offence.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 18X. Corporate FAQs
1. Which are the most significant amendments on drafting, auditing and approval of annual
accounts applicable to any kind of legal entities approved by the Spanish authorities to
mitigate the economic and social impact of COVID-19?
Sessions of the governing or managing bodies as well as any of their commissions, can be held
through videoconference (provided that the authenticity and bilateral or multilateral connection of its
users is ensured). The session will be deemed to have taken place in the domicile of the legal entity.
The agreements of the governing or administrative bodies as well as any of their commissions can be
taken through written vote and without session whenever the Chairman (or at least two members of
the body) decides to do so and complying with article 100 of the Commercial Registry Regulations.
The session will be deemed to have taken place in the domicile of the legal entity.
The period of three months since the end of the fiscal year that the legal entity has to comply
regarding the drafting of its accounts and other ancillary or legally demandable documents, is
suspended until the end of the State of Alarm when it will be extended for another three months.
If the governing or administrative bodies, when the State of Alarm came into force, had already drafted
their annual accounts, the period for accounting verification (and audit if obligatory), will be extended
for two months from when the State of Alarm ceases.
The Ordinary General Shareholders' Meeting to approve the annual accounts must take place within
three months of the end of the period for drafting the annual accounts.
If the call for the General Shareholders' Meeting was published before the State of Alarm was
declared and was set to take place during such period, the managing body may modify the hour and
place of the General Shareholders' Meeting or revoke the call with a minimum of 48 hours prior notice.
In the event of revocation of the call, the managing body must call for a new General Shareholders'
Meeting within one month of the end of the State of Alarm.
If a notary is required to attend the General Shareholders' Meeting, they may use remote media.
2. Which are the most relevant amendments on the dissolution of companies approved by the
Spanish authorities to mitigate the economic and social impact of COVID-19?
If, before the State of Alarm period, the term of duration of the company expires, the company will not
be automatically dissolved until two months have elapsed since the end of the State of Alarm.
If, before or during the period of state of alarm, a cause for dissolution arises, the legal period the
administrative body is entitled to for convening the shareholders meeting with the aim of passing any
agreement towards the dissolution of the company, will be suspended until the end of state of alarm.
If a cause for dissolution arises during the term of the State of Alarm, the administrative body will not
be held liable for any corporate debt during this period.
3. Have any special provisions on insolvency been approved?
Yes. They can be summarized as follows:
A stay on the duty for filing for insolvency as long as the state of alert is in force (even if the debtor
filed for the pre-insolvency mechanism provided in Article 5b of the Spanish Insolvency Act).
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 19 For a two month period after the end of the state of alert, the insolvency courts will not admit any
filings for necessary insolvency proceedings which have been submitted by creditors/third parties
during the State of Alarm or during such two month period.
During the post State of Alarm two month period, the debtor's filing for insolvency proceedings will
be admitted by the court with priority.
4. Is there any special guarantee regarding the supply of water and energy to vulnerable
consumers?
Yes. During the month following the entry into force of the royal decree-law (i.e. until 18 April 2020),
the suppliers of electric energy, natural gas and water may not suspend the supply to consumers
considered as economically vulnerable, severe vulnerable consumers or those at risk of social
exclusion.
5. Are Notaries Public still operational and executing public deeds in corporate deals?
The principles on this matter have been established by the General Directorate for Notarial Matters
and Legal Safety and the General Council of Notaries of Spain:
Notaries cannot close their offices altogether as they are "public offices".
As a result of the Royal Decree establishing the State of Alarm, notaries should, however, only
attend locations to perform their functions when there is an actual situation of urgency.
Similarly, notaries should avoid summoning any third parties unless doing so is urgently required.
Where a client believes the intervention of a notary to be required urgently, they should submit their
full details and those of the proposed intervention, by telephone or online through the URL
www.notariado.org.
Certain circumstances shall be exempt from justifying their urgency, such as those transactions
determined by the Government, notarization of financing transactions entered into by financial
entities (and related security packages) and of the day to day activities of insurance companies.
Nevertheless, the relevant petition and an appointment booking shall be necessary.
Where a notary does attend a location to perform their functions, they should limit contact with other
individuals to the interested party only. They should adopt physical separation measures as
recommended by the health authorities.
6. Which is the current situation of Public Registries in Spain?
The Mercantile and Property Registries have guaranteed that they will continue to provide their
services, as they are an essential public service and so actions which cannot be delayed due to their
urgent nature must able to be carried out as normal. Following the announcement of the Royal Decree
463/2020, they have recommended that:
The activities of the registry be limited to filing, presentation and formal publication.
The ordinary period of qualification and clearance of filings for any document filed during the period
of the Royal Decree 463/2020 will be extended by 15 days.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 20 Any deadlines due to fall during the State of Alarm will be suspended, including the 15 day deadline
required by Law 39/2015, which will be suspended until the withdrawal of the Royal Decree
463/2020.
Registrars will provide their services and respond to queries only by either email or telephone.
Simple notes and certifications are to be requested only on exception, and the request should be
made online for certifications and by email for simple notes.
Customer service hours will be limited to summer hours in order to limit interaction.
The National Securities Market Commission has also passed a resolution, dated 16 March, stating
that its registry will remain open, providing service through its online platform and permitting the
presentation of documents in physical form to its offices only when it is not possible to do so online.
7. Does the Spanish legal regime on foreign investments in Spain remain the same as before?
No. The Spanish Government has approved an amendment of the legal regime on foreign
investments control in order to introduce certain ex ante authorization mechanisms for foreign direct
investments in Spain (FDI), i.e. those carried out by investors residing in countries outside the
European Union and the European Free Trade Association. According to the new scheme, FDIs in the
main Spanish strategic sectors are suspended for reasons of public safety, public order and/or public
health, when, as a result of the FDI, the investor ends up holding a stake equal to or greater than 10%
in the share capital of the Spanish company or takes control of the governing body of a Spanish
company.
Additionally, any other investments which, not meeting the circumstances mentioned above, either in
respect of the percentage held in the share capital or the control exercised over the Spanish company,
come from public or publicly-controlled companies or sovereign funds from third countries not
belonging to the EU, are likewise suspended.
As a result of the suspension, any investment meeting the foregoing requirements will be subject to
previous administrative authorization as provided in the applicable regulations on foreign investments
control.
8. Regarding listed companies, are there any new requirements on annual and interim
financial obligations?
The term for compliance with the obligation to publish and submit the annual financial report to the
Stock Exchange Commission (CMNV) and the auditor’s report on the annual accounts is extended to
up to six months following the end of the financial year.
This period will be extended up to four months for the publication of the interim management
statement and the half-yearly financial report.
9. Regarding listed companies, are there any new requirements on the holding of General
Shareholding Meetings?
The term for holding the Ordinary General Shareholders’ Meetings is extended to up to ten months
following the end of the financial year.
The Board of Directors may convene the Ordinary General Shareholders’ Meeting to be held through
telematic attendance and remote voting and anywhere in Spain, even if those provisions are not set
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 21forth in the company’s articles of association. If the call for the GSM was already published before 17
March 2020, such provisions may be implemented through the publication of a supplementary
announcement at least five calendar days in advance of the date on which the meeting was originally
scheduled.
If, as a result the measures imposed by the authorities, the Ordinary General Shareholders' Meeting is
prevented from being held at the place established in the call and with physical participation without
the possibility of implementing the aforementioned alternative procedure, then:
it shall remain valid if the meeting has been validly constituted in that place and headquarters, the
shareholders agree on progressing with the meeting on the same day at a different place and within
the same province, establishing a reasonable period of time for the attendees' transfer; and
if the meeting cannot be held on that same date, the meeting may be postponed to be held on a
later date to be announced, with the same agenda and publicity requirements as those applied to
the call of the adjourned meeting, at least five days before the date set for the new meeting.
In the latter case, the board of directors may agree to call for the meeting to be held exclusively
through telematic means, provided that the shareholders are allowed to take part in the meeting
through each of the following procedures: (i) telematic attendance; (ii) remote proxy granting in favour
of the Chairman of the meeting; and/or (iii) early remote voting; even if those provisions are not set
forth in the company's articles of association. The meeting shall be deemed to be held at the
registered office regardless of the location of the Chairman of the meeting.
10. Regarding listed companies, are there any requirements on how the resolutions of the
board of directors and/or the audit committee shall be adopted?
Exceptionally, the resolutions of the board of directors and its audit committee which, where
appropriate, must be reported in advance, shall be valid when adopted by videoconference or multiple
telephone conference, even though this possibility is not provided for in the company's articles of
association. The meeting will be considered as a single meeting being "virtually" held at the company's
registered office.
COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 22www.dlapiper.com COVID-19 | Legal Task Force March 20, 2020, noon UKM/102390558 DLA Piper 23
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