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Company Law

Iason Skouzos - TaxLaw > Practice Areas  > Company Law (Page 3)

Liability of Board of Directors of Greek S.A. companies

Being a member of the Board of Directors of a limited liability company, means that originally, there is no liability whatsoever for any obligations the company shall have. A member, holds the meaning that, on the one hand, has officially the capacity of a single member (which means that has to be stated as “member” at the relevant publication of the Government Gazette), and on the other hand, not to participate actively at the company’s management and representation (which means not to sign any company contract, nor give instructions at the company’s staff, nor be liable for any payroll, nor to...

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Branch establishment of Credit Institutions in EU

In articles 18 and 20 of Law 3601/2007 (regarding the Credit Institutions) it is provided that, under specific terms and conditions, a Financial Institution, domiciled in another member-state of the European Union, may perform activities of crediting in Greece. In principle, the definition of a “Financial Institution” is provided in article 2 of Law 3601/2007, according to which it is “an enterprise which is NOT a Credit Institution (Bank), with main activity the acquisition of holdings or the performance of one or more of the activities designated under b’–ib’ and ie’  of paragraph 1 of article 1 of Law 3601/2007, i.e...

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Procedure of establishment in Greece of a foreign Limited Liability Company or Société Anonyme branch

Pursuant to Articles 57 and 58 of Law 3190/55 on Limited Liability Companies and Articles 50, 50a and 50b of Law 2190/20 on Sociétés Anonymes, foreign Limited Liability Companies or Sociétés Anonymes may establish branches in Greece, following a decision of the Ministry of Commerce, Development and Competitiveness, provided that the companies are fully operating and have been incorporated in accordance with the laws of the country of their registration. In general, for establishing a branch of a foreign Limited Liability Company or Société Anonyme in Greece, the procedure to be followed is similar and is the following: A) First, a request...

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Increase of the share capital of a Greek S.A company

According to article 13 par. 2 of C.L 2190/1920, the articles of association of an S.A. may provide that during the first five years of the company,  the GA has the right to decide the increase –partially or totally- of the share capital by issuing new shares and up to a total of 5 times the initial share capital. It is noted that according to article 13 par. 4 b’, the increase of the share capital decided as above does not consist an amendment of the articles of association. The deadline for payment of the capital increase is determined by the...

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Annulment of a General Meeting resolution of a Greek S.A. company

In order to cancel a decision of an S.A.’ s General Assembly or to consider the decision as nonexistent, there should be at least one of the grounds specified in articles 35a, 35b and 35c of the Codified Law 2190/1920 . Without prejudice to articles 35b and 35c of C.L 2190/1920, a decision of the General Assembly which has been taken in a manner that is not in accordance with the law or the articles of association of the company, can be annulled by the competent Court. The same applies for decisions taken by a General Assembly that was not legally...

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Legal framework for the licensing and operation of security service providers

The main legal framework regulating the terms and conditions for the operation of private security service provision businesses in Greece is Law 2518/1997, as amended and completed by L. 3707/2008. More specifically, according to article 1 of the aforementioned law, a private business for the provision of security services is the private business, either run by an individual or by a company, that provides to third parties one or more of the following services: a) surveillance or guard of mobile or immobile assets and facilities, b) protection of individuals, c) secure transfer  by special configured armored vehicles of money, antiquities, works of art and...

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Basic Differences between Greek Limited Liability and S.A. companies (Société Anonyme)

Apart from the minimum share capital and procedural issues upon their formation, there are significant differences between these two types of companies that entrepreneurs should take into account, before deciding which of the two is more suitable for their business. The limited liability company is a category of company that lies between an SA company and a partnership. The advantages of a limited liability company as against the S.A. company is that it requires only a capital of €4.500 as opposed to €60.000 that is required for forming an S.A.. Another advantage is for small shareholders, who enjoy more powers as...

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Obligation of shareholders of listed companies to report significant changes in their shareholdings

Under the provisions of L.3556/2007, each shareholder, who acquires or disposes shares of companies admitted to the Athens Exchange Market with voting rights and as a result of this acquisition or disposal the percentage of the voting rights reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3 is obliged to inform the issuer of shares and the Exchange Commission of the proportion of voting rights held as a result of the acquisition or disposal (article 9 par.1 L.3556/2007). This obligation also burdens every person who becomes a shareholder for the first time,...

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Liability of Members of the Board of Directors of a Greek S.A. towards the company

Article 22a of Law 2190/1920 defines the duty of trust of the Members of the Board of Directors of a Greek S.A. company towards it. This duty of trust consists of a) the general promotion of the company’s interest (“positive obligation”) and b) the omission on the part of the Board Members of any act that could be prejudicial to the interests of the company (“negative obligation”). The liability of the members of the Board of Directors against the company for poor performance of their managerial duties is provided in article 22a par. 1a, according to which every member of...

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Procedure of dissolution & winding up of an S.A. company

An S.A. company can be dissolved, by a decision of its shareholders, which shall be taken with the increased majority percentages specified by the Articles of Association of the company or the Law 2190/1920. It is notable that the company after the decision for the dissolution enters the stage of the winding up and continues to exist for a time-period, but only for the purpose of accomplishment of the winding up procedures. In brief, the procedure in order for an S.A. company to be dissolved and continue existing under the winding up status, include the following steps: 1. Drafting the Minutes of...

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