LEGAL UPDATE: LEGAL REFORM OF GREEK COMPANY LAW ON SOCIETES ANONYMES
Following the recent amendment of the legislation applicable to Greek limited liability companies, Law 4548 dated 13 June 2018 (hereinafter Law 4548/2018) reformed the Greek company law applicable to societes anonymes (S.A.) (in Greek: ανώνυμες εταιρείες or Α.Ε.).
According to the Explanatory Memorandum of Law 4548/2018, the aim of the reform is to improve and simplify the legislation thus rendering it more “friendly” for Greek businesses and to introduce clarifications in certain matters which had in the past raised disputes as well as to harmonise the national rules with the European legislation.
Among the many changes brought by the reform, it is worth noting that Law 4548/2018 abolishes the right of societes anonymes to issue shares to the bearer and as a consequence all shares must be registered. Any shares issued to the bearer which exist on the date of adoption of Law 4548/2018 must be registered on January 1st 2020, in accordance with the provisions of the company’s articles of association or where no such provisions exist in accordance with the provisions of the law.
Further, the minimum share capital required is increased to 25 000 euros (previously it was 24 000 euros). As a result existing SA companies will be required to increase their share capital to comply with the new provisions of Law 4584/2018 before the 31st of December 2019 (or alternatively convert into another type of corporate entity).
In addition, the new law simplifies the procedure for the valuation of contributions in kind and also provides that the share capital may be paid-up through set-off with a debt of the company, under certain conditions.
In relation to the Board of Directors, it is worth noting that although it must consist of 3 to 15 directors, Law 4548/2018 introduces also the possibility of appointment of a single director, under certain conditions, for non- listed “small” companies.
Certain others, among the many important amendments introduced by the reform, are the possibility in certain cases to incorporate an S.A. through private document, the possibility to opt for the undetermined duration of the company, the clarification that the company seal is not mandatory for binding the company, the amendment of certain provisions regarding the governmental surveillance over societes anonymes, the improvement of the technical means of operation of the company’s bodies, with a wider use of distant participation and electronic means as well as an increased flexibility in connection with its articles of associations.
Law 4548/2018 shall enter into effect, with the exception of certain specific provisions, on 01/01/2019.
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