Morocco, like many countries, has dealt with the Covid19 pandemic, enacting a series of binding measures such as declaring a state of health emergency and lockdown measures, travel restrictions and other easing measures such as Law 27-20.
While the binding measures were adopted in the middle of the closing period and the submission of balance sheets, Law 27-20 was adopted on 1st June 2020 to relax the legal provisions relating to the approval of annual accounts.
It applies to joint stock companies closing their fiscal year on December 31, 2019 as follows:
- Companies that have not yet held a Board of Directors (CA) as of the date of publication of Act 27-20 will be allowed to hold it using video conferencing to:
o Annual accounts closing
o Hold the General Assemblies of Shareholders, set their agenda, decide the terms of the resolutions to be submitted and those of the report to be presented
o Hold the Assembly of Bondholders at the initiative of the representatives of the bondholders.
- For companies that do not have the means to videoconferencing:
o The General Manager, the Chief Executive Officer and the Chairman of the Board as appropriate may prepare provisional statements for the year 2019 during the period of health emergency and communicate them to the legal auditor for the preparation of his reports to be sent to the OGA.
o Summary statements are approved by the Board within 15 days of state of emergency lifting;
- For GAs, joint stock company can hold GAs by videoconference or similar means even if the AoA do not provide for it. The vote will be by the current form.
The convening of the GA must include, in addition to the normal legal requirements, the provisions used to ensure the identification of participants and the consultation of documents submitted to the GA.
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NAZALI TAX & LEGAL |