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Practical guide on minority rights of shareholders in S.A. companies

Iason Skouzos & Partners > Practice Areas  > Company Law  > Practical guide on minority rights of shareholders in S.A. companies

Practical guide on minority rights of shareholders in S.A. companies

Practical guide on minority rights of shareholders in S.A. companies (Articles are to Law 4548/2018)

(i) What rights does ownership of a 1 share give the holder under Greek laws

1) The right to vote in the General Assembly (art. 36).
2) The right to participate to the General Assembly by proxy (art. 128 par. 1).
3) In case of share capital raise, the pre-emptive right to subscribe for the new shares pro rata to his/her shareholding (art. 26).
4) The right to receive information from BoD for the company affairs in case this information is useful for the real assessment of the GA agenda (following request to BoD at least 5 full days before the GA (full days means excluding the day of the request and the day of the GA meeting) (art. 141 par. 6 – 1).
5) The right to receive information from BoD about share capital, classes of shares and number of shares of each class, especially about preference shares, ear-marked shares, their number and restrictions; also, the right to receive information about his/her own shares as per Book of Shareholders. Request to BoD is required at any time (art. 141 par. 10).
6) The right to receive annual financial statements, BoD report and audit report 10 days prior to ordinary General Assembly (art. 123 par. 1).
7) The right to request that his/her opinion shall be recorded in the GA minutes, provided it refers to an issue of the Agenda (art. 134 par. 1).
8) The right to get a copy of GA minutes following request (art. 134 par. 2).
9) The right to oppose the GA meeting and the decision making in case 100% of shareholders are present but invitation to GA is not properly published (art. 121 par. 5).
10) During a GA meeting in the presence of 100% of shareholders, the right to oppose to making a decision over a matter not included in the properly published Invitation.
11) The right to oppose the GA meeting if it is convened at a place other than the one provided in the Articles of Association (art. 120 par. 2).
12) The right to oppose signature of GA minutes without a meeting (art. 136).
13) The right to ask the company to send by mail invitations to GA 10 days before the meeting (art. 120 par. 4).
14) The right to seek annulment of a GA decision (to appeal to the court or to send an extra judiciary declaration to the company) if GA was not convened, or GA decision was against the law or the Articles of Association (art. 138 par. 4).
15) The right to appeal to the court and oblige the company to take over his/her shares, if – for certain reasons stipulated by the law – keeping the shares has become very unprofitable (art. 45).

Right of shareholder holding 2% of the company shares
16) The right to appeal to the court and seek annulment of a GA decision that was taken in a way that was not in accordance with the law or the AoA, provided the shareholder did not attend GA or opposed to the decision (art. 137 par. 3).

(ii) if there is any difference in terms of the specific rights being granted to a shareholder holding 5% of the company shares or any ratio between %5 and %10 of the shares,

Most minority rights provided by L 4548/2018 are granted to shareholders holding 5% of the company shares.
There is only one right that is granted to owners of 10% of the company shares, and that is
17) the right to receive information, during GA, about the progress of company business and the financial situation of the company (following a query to BoD 5 full days before the GA). BoD can deny such information for good reason (e.g. if shareholder is represented in the BoD so has already knowledge on the matter, etc). Against denial of BoD to give requested information, shareholder can apply to the court for interim measures and the court can oblige BoD to give requested information (art. 141 par. 7).

(iii) what will be their rights that cannot be restricted contractually (i.e special auditor appointment, filing lawsuits against directors for their misconduct; calling for extraordinary GA meeting etc.) and
Provisions of Law 4548/2018 about minority rights, as mentioned above, are all ius cogens, and cannot be restricted contractually or by the Articles of Association.

(iv) to what extent they will be entitled to review the company financials.
Each year, financial statements of the company are approved by ordinary GA, and all shareholders (even holders of 1 share), within the frame of ordinary GA, are entitled to review financial statements, relevant BoD report and auditors report (in case the company elects auditors), (see above no 6). Relevant to the company financials is also the above right no 4.

Furthermore, relevant to the company financials are also the following rights, granted to shareholders holding 5% of the company shares:
18) Request – within the frame of ordinary GA – information about all sums paid to BoD members or to company directors, or any other payment to them relevant with a contract or other reason, in the past 2 years (art. 141 par 6 – 2).
19) The right to ask the court for an extraordinary audit of the company. Court will decide the conduction of such an audit, if there is a sufficient degree of probability that there have been company actions against the law or against the Articles of Association or the GA decisions (art. 142 par. 1).
20) The right to request BoD to file a lawsuit on behalf of the company against one or more members of BoD, according to article 103, about filing lawsuit against BoD member/s for misconduct (art. 104).
21) If such request is denied or if the above lawsuit is not filed within required timeframe, the right to apply to the court for the appointment of a special representative to file the above lawsuit (art. 105).

 

*  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.

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