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 authority of the company that reached the relevant decision (i.e the S.A. or the BoD) and cannot be less that fifteen (15) days or more than four (4) months from the day that the decision was reached. In the event that the increase of the share capital is accompanied by an amendment of the relevant article of incorporation, the deadline for payment commences from the day of the decision and can be extended for one (1) additional month by decision of the BoD. The monthly deadline does not begin prior to the registration of the increase in the Registry.
Moreover, article 13 a states that if the subscription of the amount of the increase is not full, then the share capital is increased by the actual amount of the subscription, but ONLY if the decision on the increase expressly provides for this possibility. Therefore, if the decision of the increase does not define the minimum subscription or does not mention that the company is satisfied with the partial subscription and the new share capital is not fully subscribed, then the partial increase, as an actual change, is cancelled, implying an obligation for the G.A to restore the share capital to the previous amount, by amendment of the relevant article of association of the company.
Furthermore, if the increase of the share capital is not subscribed at all, the increase is considered cancelled and the G.A should take a decision by which the cancellation of the subscription will be certified and the share capital will be restored to the previous amount.