Deadline for holding general meetings also extended for European Companies (SEs)

The Regulation proposed by the European Commission to extend the deadline for holding SE general meetings entered into force on May 28, 2020.

What deadlines are applicable?

Since the (national) COVID-19 Act entered into force in March 2020, AGs [stock corporations] and KGaAs [partnerships limited by shares] have already had the option of holding ordinary general meetings in 2020 within twelve (instead of eight) months of the end of the financial year.

For European Companies (SEs), on the other hand, the six-month period in accordance with Article 54(1) SE-Regulation continued to apply, since the German legislator was not permitted to enact provisions deviating from the EU Regulation so that the European legislator had to take action itself. Council Regulation (EU) 2020/699 on temporary measures concerning the general meetings of European companies (SEs) and of European Cooperative Societies (SCEs), which entered into force on May 28, 2020 (Regulation) now enables SEs, by way of derogation from Article 54 SE Regulation, to hold their general meetings in 2020 within twelve months of the end of the financial year, provided that the meeting is held by December 31, 2020.

What applies to annual general meetings of an SE this year?

The same deadline applies to the holding of a general meeting of an SE in 2020 as for a German stock corporation (AG) under the COVID-19 Act. In contrast to the provisions of the COVID-19 Act, the Regulation does not provide for the use of the facilitation of the deadline to require the consent of other bodies of the SE (such as the supervisory board). AGs, however, require the consent of the supervisory board for the relevant decision of the executive board.

The Regulation therefore came into force just in time, as the six-month period under Article 54 SE Regulation expired for most SEs in June 2020.