Single-Member Société Anonyme: Additional Obligations Compared to the Ordinary S.A.

A single-member (sole-shareholder) Société Anonyme (S.A.) is a special form of S.A. in which the entire share capital belongs to just one person, whether natural or legal. While it is generally subject to the same general legislative framework as an S.A. with multiple shareholders (Law 4548/2018), the law provides for certain additional publicity and documentation formalities, aimed at preventing abuse of the legal entity or sham transactions between the sole shareholder and the company.

1. Registration of single-shareholder status with the General Commercial Registry (G.E.MI.)

The company must appear in its publicity records as a “Single-Member Société Anonyme” or “Sole-Shareholder S.A.,” so that this status is known to third parties through the General Commercial Registry.

2. Recording of the sole shareholder

The identity of the sole shareholder must be clearly established from three sources:

• the company’s shareholder register,
• the Central Securities Depository, where the shares have been registered in dematerialized form,
• and the records maintained under the beneficial ownership (UBO) register.

3. Minutes of sole shareholder decisions

Unlike the ordinary S.A., where decisions are made through a General Meeting of multiple shareholders, in the single-member S.A. decisions:

• are made in writing by the sole shareholder,
• are signed by that person,
• and are recorded in a special minutes book.

4. Contracts between the sole shareholder and the company

Contracts between the sole shareholder and the company must always be drawn up in writing, on pain of nullity, except for those constituting ordinary transactions of the company. They may be recorded either in the minutes of the General Meeting or the minutes of the Board of Directors, or drawn up as a stand-alone document.

Where such contracts fall under the provisions on related-party transactions of the company (e.g., loans), publicity with the G.E.MI. is additionally required.

5. Mandatory notation on corporate documents

For reasons of transparency, the designation “Single-Member S.A.” must, as a rule, appear on letters, invoices, the website, and other corporate materials of the company.

6. Corporate acts shared with the ordinary S.A.

In all other respects, the single-member S.A. remains subject to the same basic obligations as the ordinary S.A., specifically:

• incorporation by notarial deed, when real property is contributed or when this is specifically required by law,
• the obligation to make registrations and publications with the G.E.MI.,
• keeping Board of Directors minutes,
• preparing financial statements,
• publicity of changes in capital, management, etc.

Is a notary required at the General Meeting?

A common question is whether single-shareholder status by itself imposes the presence of a notary in decision-making. The answer is no.

As with the ordinary S.A., the presence of a notary is not required at the General Meetings of the single-member S.A. Law 4548/2018 provides for a mandatory notarial deed mainly in the following cases:

• upon incorporation of the S.A., when real property is contributed or in certain special types of S.A., and
• for amendments to the articles of association that are specifically required by law, such as a capital increase through contribution of real property, a demerger or merger by absorption of companies, or other transformation acts.

Specifically regarding the General Meeting:

• Decisions of the sole shareholder are made in writing and recorded in the minutes.
• Amendments to the articles of association are carried out by private document, except in the aforementioned cases where a notarial deed is specifically required.

Accordingly, single-shareholder status in itself does not create an obligation for a notary to be present at the General Meeting.

Conclusion

The single-member S.A. operates, to a large extent, under the same rules as the ordinary S.A., apart from certain additional publicity and documentation formalities related to the existence of a single shareholder. Proper compliance with these formalities — particularly regarding the drafting and recording of minutes, as well as transparency in transactions between the shareholder and the company — is critical to avoiding issues of abuse of legal personality or challenges to the validity of corporate acts.

 

* 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.