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 opposed to the small influence that the small shareholders have in the limited liability company. The limited liability company’s strongest advantage, which is the limited liability of the partners, exists also in the S.A.
In an Ltd company, the Assembly’s decisions require a simple majority (more than half ) of the total number of partners), who represent more than half of the company’s entire share capital. This majority is ambivalent because it requires, cumulatively, both majority of partners (persons) and majority of capital (company shares).
Increased majorities: the decisions concerning the amendments of the Statute require a majority of at least three quarters of the total number of partners, who represent the three quarters of the company’s entire share capital. In contrast, in S.A. companies the majority is simply a majority of shares.
The transfer of the Ltd’s shares constitutes an amendment of the company’s Articles of Association, so it requires a public notarial document (article 28 par.3 L. 3190/55) as opposed to the transfer of shares of an SA company for which a notarial deed is not required. For transferring the ltd company’s shares, the majority of the partners have to consent.
For an Ltd, there are two instruments authorized to make decisions. Specifically, these are: the manager (or managers) and the members’ General Meeting. Respectively, in an SA company, there are three instruments authorized to make decisions. In particular, these are: the shareholders’ General Meeting, the Board of Directors and the Managing Director(s) (or CDO(s)), whose duties resemble to the duties of a manager of an Ltd, but their authority stems from the Board of Directors.