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 act on behalf of the company).
Exception: The liability of a single member of the BoD that does not participate at the company’s management or representation:
1) If the company does not pay its due taxes or insurance contributions, then any following President or Managing Director or liquidator shall, after he pays all the afore-mentioned taxes and contributions, claim legally even from the single member all that should have been paid during the single member’s tenure.
2) If, the single member was aware that even though an application for the company’s bankruptcy should have been filed, it did not take any relevant action, or if at its own intent or gross negligence the company was bankrupted, then the member is liable for the company’s debts.
3) Furthermore, practically, if the company owes insurance contributions, the insurance organizations shall press charges against all the members of the Board of Directors (even against the single members), while, in most cases, single members are acquitted from these charges before the Court.
In marking contrast, a president or a managing director or a director or a legal representative of the company, is individually (with its own assets) liable for the taxes, insurance contributions (IKA) etc., that the company is obliged to pay. Moreover, he is also criminally liable for any company tax evasion, since he was aware of such evasion.
To sum up, so as not to bear any liability, one shall a) never become a company’s Managing Director, legal representative, director et.c., b) be aware that there are specific individuals that actually take up all the company actions of management and representation and c) avoid any true action of management and representation of the company, even if such action is not appointed to the member in writing.