The recent reform of Greek law re. Societes Anonymes (Law 4548/2018) 5 Oct 2018

Recently adopted Law 4548/2018 reformed Greek legislation re. Societes Anonymes (Law 2190/1920).  The driver for  the reform was to create a more “business-friendly” regime for Societes Anonymes (SAs). The Law shall come to effect as from 1.1.2019 (with the exemption of certain provisions).

The main amendments may be summarized as follows:

  • Τhe minimum share capital is increased (from 24.000) to 25.000 euro. SAs with lesser share capital must complete a capital increase by 31.12.2018. The payment can be made to  a bank account within or outside Greece (EEA).
  • In case of a capital increase, the company’s existing debts may be capitalized, under certain conditions.
  • The payment of the capital is certified by chartered auditors and/or an audit company. In special conditions, the Board of Directors may also certify the payment (i.e; non-listed small companies, valuation of the contribution in kind, incorporation etc)
  • All shares must be registered. Barer shares are abolished and must be nominalized until 1.1.2020.
  • The minimum nominal share value is decreased to 0,04 euro.
  • SAs may issue warrants and other security instruments.
  • Certain provision re. the decrease of the capital are introduced (i.e; capital decrease in kind, decrease for the formation of a special reserve).
  • Certain provisions re. the state surveillance on SAs are reformed in order to bypass bureaucracy.
  • In certain cases, SAs may be established via a private document (and not by way of a notarial deed).
  • The duration of the SAs may be indefinite.
  • The company seal is not mandatory to bind the company.
  • The company’s name can be a fictional term (i.e; an e-mail account etc.).
  • The company’s shareholders book may be kept electronically and maintained by the Central Securities Depository, financial institutions and investment companies.
  • Small and very small non-listed companies may appoint a single director instead of the general minimum three-member Board of Directors.
  • The appointment of an executive/management committee is also provided within the context of the Board of Directors.
  • Shares may be offered to the members of the Board of Directors and company personnel following a resolution of the General Assembly.
  • Simplified procedures are introduced for the signature of the Board of Directors’ resolutions when taken without a meeting (e-mails etc.). The same applies for the resolutions of the General Assembly.
  • Provisions re. the remuneration of the Board of Directors are also incorporated.
  • A wider use of the potential of distant participation in the Board of Directors and the General Assembly is also introduced.
  • For non-listed companies the book of the General Assembly’s Minutes can be kept in a unified way with the Board of Directors’ book of Minutes.
  • The two repeated assemblies of the statutory General Assembly are limited to one.
  • New shareholder’s rights are introduced (i.e; personal update re. the share capital, own participation etc).
  • The formation of shareholders’ associations is also introduced.