Company Law

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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...

27 Jun 2012

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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...

23 Jun 2012

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Private Capital Company (IKE or PCC)

A new simpler and more flexible corporate form, i.e. the Private Company (IKE) is introduced by Law 4072/2012. IKE is a private capital company, i.e. it is a company not subject to public listing that has capital and the liability of its members for the company debts, except for those with the guarantee contribution, is limited. It is a legal entity and considered a commercial company even if the business scope is other than trading. The main characteristics of the Private Company (IKE) are the following: The first basic characteristic is that unlike the other known capital companies in Greece (EPE and...

18 May 2012

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Table of acts that a Greek S.A. is obliged to publish & approximate cost

a) in the Bulletin of the Government Gazette 1. The act of incorporation of the S.A. and the Articles of Association cost: free 2. The appointment (and the termination) of the persons who a) exercise the management of the company, b) are empowered to represent it, and c) are authorized to conduct the company’s regular audit. cost: app. 262,50 € 3. Decisions for amendment of the Articles of Association cost: app. 262,50 € 4. Annual financial statements (balance sheet, audit reports e.t.c.) cost: app. 493,50 € 5. The Board of Directors by which the payment of the share capital is certified cost: app. 262,50 € b) in the press The...

23 Apr 2012

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Greek Limited Partnership (E.E.) – Basic characteristics & incorporation requirements

Basic characteristics The partners of a limited partnership company are distinguished in two categories: general and limited partners. General partners have joint and unlimited liability vis-à-vis the company creditors. A general partner, in both a general partnership company and a limited partnership company (where there is at least one general partner and many limited partners), is the partner with unlimited liability (responsible for all the company’s debts, not limited to a fixed amount of the company’s debts) for all the company’s obligations with his/her personal assets. Limited partners have limited liability and are only liable for the amount of their investment in the...

17 Apr 2012

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Procedure for the incorporation of a Greek Limited Liability Company (E.P.E.)

Unless special license is required (depending on the business scope i.e. trade of pharmaceutical products, trading of food and beverage etc.) the following documents are needed for incorporation. Incorporation procedure is up to acquiring a TIN (AFM) for the newly established company (included). It does not include certification of Books and Records. Registered seat A trading company needs to lease offices allowing storage of the goods or contract with a logistics company before incorporation. Unless any special requirements apply (depending on the business scope), our associate company, CSU SA, may alternatively provide a temporary (3-month) registered seat to accelerate the company’s incorporation...

18 Jan 2012

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Company limited by shares (S.A. or “A.E.”) – formation procedure