Articles of Association of a Greek Société Anonyme: Mandatory Content and Room for Customisation

The incorporation of a Société Anonyme (AE) in Greece requires the drafting of Articles of Association, which must include certain elements expressly required by law, while at the same time leaving the founders considerable room to shape the company’s operation according to their own needs. This article sets out in detail both the minimum mandatory content of a company’s Articles of Association and the main optional provisions that may be incorporated into them, should the founders wish to do so.

Minimum mandatory content

Every set of Articles of Association of an AE must, at a minimum, identify the founding members of the company, stating their full particulars, together with the corporate name and trade name under which the company will operate. It is likewise essential to state the amount of the share capital in euros, the number of registered shares into which it is divided and the nominal value of each share, as well as each shareholder’s percentage participation in the capital, with an express indication of whether that participation is held through common or preference registered shares.

The Articles must set out the company’s registered seat, with a full address and a specification of whether the relevant property is leased, owned, or made available free of charge, together with the Business Activity Codes (KAD) corresponding to its scope of operations. A determination of the company’s duration is also required, whether for a fixed term or for an indefinite period.

Particular importance attaches to the composition of the first Board of Directors: the Articles must name its members, specify the capacity of each natural person on the governing body (chairman, managing director, member, etc.), their profession, and the term of the first Board, which may not exceed six years. The manner in which the company is represented by the first Board — whether individually or jointly — must also be regulated.

Finally, the Articles must include a company telephone number and email address, the individual email address of each shareholder, an express statement as to whether the capital will be paid up exclusively in cash or whether a contribution in kind will also be made, and the end date of the company’s first financial year, which coincides with 31 December of the year of incorporation.

Optional provisions

Beyond this mandatory framework, the law allows founders to include in the Articles a series of optional provisions, which, unless expressly regulated, remain subject to the general provisions of the law. These provisions relate to six principal areas of the company’s operation.

Share capital, shares and corporate records

The Articles may provide for partial payment of the capital, a provision that is not, however, permitted where the company holds the minimum statutory share capital of €25,000. They may also provide for the possibility of an extraordinary capital increase within five years of incorporation, either by decision of the Board of Directors, up to three times the initial capital, or by decision of the General Meeting with simple quorum and majority, up to eight times that capital. Further possibilities include the issuance of dematerialised shares, electronic maintenance of the shareholders’ register, specific restrictions on the transfer of shares — which is in principle unrestricted under the law — and provision for the issuance of preference shares.

General Meeting

With regard to the convening, composition and functioning of the General Meeting, the Articles may regulate matters such as a capital increase through contributions in kind, the issue price of new shares not taken up following a capital increase, the extent of publicity required for the invitation to exercise pre-emption rights or the exclusion/restriction of that right, the amortisation of capital by simple rather than increased quorum and majority, the place of the meeting — including the possibility of holding it remotely — the manner of convening and participation (e.g. by videoconference or by signing minutes in writing without a meeting), the quorum and majority thresholds — which may be set more strictly than those required by law — and the manner of voting, whether open or secret.

Board of Directors

The Articles may provide for the election of Board members from a list, the possibility of the Board continuing to function without replacing departing members — provided that at least three members remain — additional eligibility requirements for Board members, staggered renewal or successive expiries of terms of office, the delegation of the company’s internal audit function or of specific powers to third parties who are not members, the place of Board meetings, the majority required for Board decisions — including any casting vote of the chairman in the event of a tie — additional obligations of Board members beyond the duty of loyalty, and the manner of their remuneration, which may include a share in the profits of the financial year.

Auditors

The Articles may also regulate the possibility of requesting an extraordinary audit, together with the percentage of capital required to exercise that right.

Shareholders’ rights

In this context, the Articles may provide, indicatively, for restrictions requiring that securities be disposed of only jointly until a specified deadline or condition is met, the possibility of converting common shares into preference shares, the issuance of preference shares with, without, or with limited voting rights, specific restrictions on the transfer of shares or on the approval of a transfer/buy-back of shares, and a reduction of the minimum 1/20 shareholding threshold that the law requires for the exercise of most minority rights.

Annual financial statements and distribution of profits

Finally, the Articles may restrict the freedom to transfer the claim to profits, provide for preference shares to receive dividends ahead of common shares, a fixed dividend or interest on preference shares, and the possibility of not distributing dividends in one or more financial years.

Dissolution and liquidation

As regards the dissolution of the company and the liquidation of its assets, the Articles may determine in advance the number and/or identity of the liquidators; otherwise, this matter is decided by the General Meeting.

Conclusion

The Articles of Association of an AE are not merely a formal incorporation document, but the foundational text that determines the company’s governance structure, shareholders’ rights, and operational flexibility throughout its existence. The proper use of the optional provisions permitted by law can offer significant advantages — from faster access to capital to more effective decision-making — which is why the drafting of the Articles should be undertaken with care and tailored specifically to the needs and objectives of the founders.

 

 

* The information is accurate to the best of our knowledge as at the time of writing. We have no obligation to update it. We accept no responsibility against any third party who is not a client of the firm and has not signed the terms of our engagement.