Comparative overview of S.A. and I.K.E.

Yes, article 75 par. 4 of Law 4072/2012.

The principle of free transfer. This principle corresponds to the mission of the S.A, which consists in the freedom to raise capital from many people, as it allows for the easy liquidation of shares and a change in their ownership. Any restrictions on the free transfer of shares by provisions of the Articles of Association, other than those specifically provided for by law (e.g., for “blocked” shares under Article 43 of Law 4548/2018) are not valid. Specifically, Article 43 of Law 4548/2018 allows the Articles of Association to provide for restrictions on the transfer of shares, such as that the transfer is subject to the approval of the company (of the Board of Directors or the General Meeting), or that the shares must first be offered to the other shareholders, or that the company will designate the shareholder or third party who will acquire the shares, or that the third party will acquire shares also from the other shareholders, provided that all the restrictions do not render the transfer of shares impossible.

It is also possible, upon transfer of shares “inter vivos”, to have an agreement between a shareholder and another shareholder or a third party, whereby one or the other is granted a “right of option” to transfer or acquire (purchase or sale, call option/put option) of registered shares, not listed on a regulated market (Article 44 of Law 4548/2018).

The General Meeting of Shareholders has exclusive authority over the matters provided for in Article 117(1) of Law 4548/2018 (including, but not limited to, amendments of the Articles of Association, election of members of the Board of Directors, election of auditors, approval of financial statements, distribution of profits, merger, split, dissolution of the company). In addition to the matters provided for by law, the Articles of Association may specify other matters requiring a decision by the General Meeting, such as, for example, that the conclusion of contracts by the Board of Directors above a certain amount requires the consent of the General Meeting.

The General Meeting is in quorum and validly convened on the items of the agenda when shareholders representing at least 20% of the paid-up capital are present or represented. Decisions are taken by an absolute majority of the votes represented at the meeting (Articles 130(1) and 132(1) of Law 4548/2018). By way of exception, for more serious decisions (e.g., change of nationality, change of business object, capital increase/reduction, merger, split, conversion, extension of duration, dissolution, etc.) the General Meeting is in quorum when shareholders representing at least 50% of the capital are present or represented, and decisions are taken by a majority of 2/3 of the votes represented at the meeting (Articles 130(3) and 132(2) of Law 4548/2018). The Articles of Association may provide for higher quorum and majority requirements for all or certain matters (Articles 130(5) and 132(3) of Law 4548/2018).

The Partners’ Meeting has exclusive authority over the matters provided for in Article 68(2) of Law 4072/2012 (amendments of the Articles of Association, appointment of the administrator, approval of financial statements, merger, dissolution). The Articles of Association may specify other matters requiring a decision by the Partners’ Meeting, such as that contracts exceeding a certain amount may only be concluded by the administrators with the prior decision of the Partners’ Meeting.

Decisions are taken by an absolute majority of the total number of company shares (Article 72(4) of Law 4072/2012). By way of exception, for more serious decisions (amendment of the articles of association, increase/reduction of capital, exclusion of a partner, merger, conversion, extension of duration, dissolution), a majority of 2/3 of the total number of company shares is required (Article 72(5) of Law 4072/2012). The Articles of Association may stipulate an increased majority for all or certain matters (Article 72(6)(a) of Law 4072/2012).

Management/Representation

The Board of Directors or the sole administrative body is the body that manages the company’s affairs, both internally and externally, and is responsible for the ongoing pursuit of its objectives. It is the body with management authority, which includes the power to represent the company. When there is more than one member, decisions are taken by a quorum of half of the members plus one (however, no fewer than three members may be present) and by an absolute majority of those present (Article 92(1)-(2) of Law 4548/2018). It may be provided in the Articles of Association (as well as in the relevant decision of the Board of Directors on the allocation of powers among its members) that each member of the Board of Directors may act individually and bind the company with his/her signature vis-à-vis third parties, natural or legal persons, public or private law entities, but two signatures will be required for more important decisions and/or for transactions of greater value.

In the case of an IKE, there is greater flexibility in determining how the company is to be managed and represented in the initial Articles of Association or in any subsequent amendments thereto (Article 57 of Law 4072/2012). In particular, the Articles of Association may stipulate that there shall be one or more administrators, that they shall be partners or third parties, or both partners and third parties, that they will decide by simple or increased majority or unanimously on all or certain matters, that they will act vis-à-vis third parties, natural or legal persons, public or private law entities, individually or jointly.

Yes. Article 116(9) of Law 4072/2012 and EFKA Circular 21/2019. Only partners in multi-member private companies are not required to pay insurance contributions, unless they are also administrators.

No, article 43(2) of Law 4072/2012, subject to Article 79 on guarantee contributions.

Similarly.

The administrator may be a third party who is not a partner, or specific powers may be delegated by the administrator to a third party, in which case, if the third party is responsible for the management of the company, he/she is considered jointly liable with it.

Joint and several liability for the social security obligations of the company derives from Article 31 of Law 4321/2015, as in force, according to which the persons who are:

• people entrusted with the management and

• liquidators of legal entities, at the time of their dissolution or merger,

are personally liable, jointly and severally for the payment of social security contributions, additional fees, surcharges, and other charges owed by the legal entity to the Social Security Institutions, provided that the conditions of the law are met.

The same applies in IKE

The (corporate) liability of the members of the Board of Directors (and, where applicable, of any third parties, by provision of the Articles of Association, appointed by the Board of Directors to exercise management powers) towards the company for failure to fulfill their obligations in the management of the company’s affairs is provided for in Article 102 of Law 4548/2018. Members of the Board of Directors are liable for any misconduct in the management of the company.

Furthermore, according to Article 71 of the Civil Code, in the event that the body representing the legal entity acts culpably or omits to act, thereby giving rise to an obligation for the company to compensate third parties, whether due to breach of contractual obligations or tort, the administrative body shall be liable jointly with the legal entity.

No residence permit in Greece is required for a third-country national who does not reside in Greece to become a shareholder or member of the Board of Directors. However, a Greek Tax Identification Number (TIN) must be issued.

The same applies to IKE.