Acknowledgements

IXPreface

XIIIAbbreviations of Greek Law Journals

1An Introduction to Greek Commercial Law

1Characteristics and History of Greek Commercial Law

1Particularity of Commercial Law

2Relation to Civil Law

3Economy and Commercial Law

3Commercial Institutions in Ancient Greek Law

4Maintenance Through Customary Law

5Introduction of French Code de Commerce

7Modifications by New Statutes

7Special Jurisdiction in Commercial Disputes

8New legislation on R.S.A

8Transformations of Companies. Project Law

8Partnerships

COMPANY LAW

IChapter

INTRODUCTION

11A. General Concepts

11The Greek Concept of “Etairia”

12Principles of the Greek Company Law

13Towards a Development of Company Law

14B. Sources

14Sources of Company Law

IIChapter

Classification of Companies

17A. Classification Criteria

17The Object of the Company (Substantive Criterion)

17The Form of the Company (Formal Criterion)

17The Structure of the Company (Structural Criterion)

18B. Conceptual Classification

18Commercial Companies With or Without Legal Persona­lity

19Atypical Company Forms

19Abnormal or Factual Companies

IIIChapter

COMMERCIAL PARTNERSHIPS

21A. General Partnership (Omorrythmi Etairia “O.E.”)

211. Introductory remarks. Basic characteristics

21Nature and basic features

24Formation

25Duration

262. Management and Representation

26Management

28Representation

293. Liability of Partners

29Joint and several liability

30Prescription

314. Relationships among the Partners

31The partnership agreement

31Partnership share

32Property Rights

32Administrative Rights

33Duties of the Partners

33Exit and exclusion

355. Dissolution and Liquidation

35Causes for dissolution

37Continuation of the partnership

37Liquidation

39Revival

396. Prescription

39Time limitation

407. Civil partnership with legal personality

40Applicable provisions

40B. Limited Partnership (Eterorrythmi Etairia “E.E.”)

401. Nature

40Basic features

40Two kinds of limited partnerships

412. Legal Status of the Limited Partner

41No merchant, full partner

42The meaning of limited liability

43Firm name. The status of the limited partner

44Legal status of the limited partner. Management

44Right of inspection

44Acts of competition

44Profits and losses

44Dissolution of the partnership

45Conversion of a limited into a general partnership

45Conversion of a limited liability company into a general or limited partnership

453. Limited Partnership by Shares

45New regulation

46E.C. Law Harmonization

46Nullity of the Partnership

47Reference to Provisions Applicable to Companies with Limited Liability

48Register

48C. Silent Partnership (Aphanes Etairia)

481. Nature

48General features of an undisclosed partnership

49The legal concept of the silent partnership according to the L. 4072/2012

49Formation

49No legal personality

502. Internal and External Relationships

50Internal

51External

523. Dissolution and liquidation

52Dissolution

52Liquidation

52Bankruptcy of the disclosed partner

53D. Joint Venture (Koinopraxia)

53Voluntary association of enterprises

54Legal nature

55Joint ventures for construction of public works

56General application. The provisions of the L. 4072/2012 on the joint ventures are applicable generally on all joint ventures governed by a specific regulation, unless the relevant regulation provides otherwise (art. 293 § 4 L. 4072/2012)

56E. Transitional provisions of the L. 4072/2012

56Partnerships concerned. Provisions repealed

56F. Taxation of partnerships

56Tax rate

56Taxation of joint ventures and silent partnerships

IVChapter

LIMITED LIABILITY COMPANY (“E.P.E.”)

(L.L.C. or L.T.D.)

57A. Sources and Nature

57Sources of law

57Basic features

59B. Formation

591. Constitution

59Formality requirements

60Minimum mandatory content of statutes and formation

61Optional content

612. Payment of Contributions

61Arts of contribution

61Valuation of in-kind contributions

623. Constitution and Publicity. One-Stop-Service

62Constitution procedures

62Registration. Publication

63Consequences

64Pre-incorporation transactions

64“Branch” publicity requirements

64Disclosure Formalities and Third Party Effects

654. Annulment of the Company

65Voidability and grounds

65Court decision

65Non ex tunc effect

66C. Share Capital and Shares

66Minimum amounts

66Company shares

67Equality and transferability

67Joint ownership and attachment

68D. Organization

681. Management and Representation (administration)

68Appointment of managers

69Revocation. The appointment of the managers may be revoked. The law makes some distinctions in this regard

70Powers

70Duties

71Liability

722. Members’ Meeting

72Powers

72Calling

73Resolutions taken by a two-tier majority

73Voidability of resolutions

743. Annual Accounts and Auditing

74Accounts

74Auditing and exemption

75E. The Legal Status of the E.P.E. Members

751. Rights and Duties

75Rights

77Duties

772. Liability

77Rule and exceptions

78Indirect liability

78F. Amendment of Statutes and Capital

78Statutes

79Increase of Capital

79Reduction of Capital

80G. Transformation and Merger (see general remark p. 13)

80Transformation (conversion)

80Conversion of an E.P.E. to an A.E

81Conversion of an A.E. to an E.P.E

81Conversion of a partnership to an E.P.E

81Conversion of an E.P.E. to a cooperative

81Merger

82H. Dissolution and Liquidation

82Dissolution

83Liquidation

83Liquidator

84I. Taxation of the E.P.E

84Rate

84J. “One man” or “single member E.P.E.”

84E.C. Harmonization

85Constitution requirements

86Functioning particularities

87Revival of the EPE

87Amendment of Chapter 1 of the L. 3190/1955 “Foreign Companies” to “Branches or Agencies of foreign Companies”

VChapter

COMPANY LIMITED BY SHARES

(Anonymous Etairia “A.E.”)

89A. Generalities

89Basic general characteristics

89Sources of law. New legislation

90Solution of conflicts

91B. Formation

911. Requirements

91Stages. Double system

91Categories of business entities

91Adoption of the Statutes

93Subscription of the Share Capital

93Authorization

94Simplified Formation Procedures

94Formation requirements

95Digitalisation

96Publication

972. Nullity of the Company and Liability of Promoters

97Nullity

98Effects

98Liability of Promoters for Pre-incorporation Acts. Liability of promoters

983. The Concepts of “Subsidiary Company” and “Holding Company”

98Affiliated enterprises. Four criteria

99Computation of rights

99The Concept of a “Holding Company”

100C. Share Capital. Shares and Debentures

1001. The Share Capital

100Amounts of Capital and Shares

101b. Payment of the Capital

101Full payment

102Conditions for partial payment

103Valuation of corporate (contributions or in kind) contributions

104c. Increase of the Share Capital

104Methods

104Resolution and proceeding to capital increase

105Pre-emptive Rights. Right of preference

105Restriction on withdrawal of the preference right. Strict conditions

106Partial subscription

106Preclusion of Capital Increase by an Administrative Decision

107Increase by Conversion of Bonds into Shares. Right to convert

107d. Reduction of the Share Capital

107Purpose

108Conditions for Reducing the Capital

109Methods of Reducing the Capital

109e. Redemption (or Amortization) of the Share Capital

109The Deciding Body

110The Procedure

110f. Own Shares

110Principle

110Exceptions

111Restrictions

112Acquisition by another company

113Credits for the Acquisition of Own Shares

113Titles to be issued

1142. The Shares

114Multiple concept

115b. Classes of Shares

115Classification

115Bearer Shares

115Registered or Nominative Shares. New Treatment

117Share Certificates. Dematerialization

117Vinculated registered shares. The statutes of the company may provide that the transfer only of registered shares be subject to an approval whether of the general meeting or the board of directors “blocked” or “restricted” or “vinculated” shares (art. 43 § 1)

118Preferred Shares. Preferential rights, cancellation, conversion

120Reimbursed Shares

120c. Rights Attendant to Share Certificate

120Ownership

121Pledge

122Usufruct

122Pre-shares

122d. Rights and Duties of the Shareholder

122Principles

123Administrative Rights, Voting Rights

123Property Rights. Right to Profits

124Distribution of net profits

125Duties of the Shareholders

125No liability principle

126No merchant qualification

126e. Shareholders agreements

126Nature and validity

1273. Bonds

127Definition and Regulations

128The Issuance of a Debenture Loan

128The issuance of bonds

129b. Types of Bonds

129Three basic types

129Convertible Bonds

130Bonds of Participation

130Bonds Secured by Mortgage

130The Civil Code Regulation on Bearer Bonds

1314. Rights of Promotion (“Founders’ Titles”)

131Usage and legal nature

132Common Promoter’s Rights

133Exceptional Promoter’s Rights

1335. Requirements for Admission of Shares to Official Stock Exchange Listing

133Regulatory framework

133Requirements referring to the Company

134Requirements referring to the shares

135Prospectus

135Underwriter’s liability

136Admission of debentures to official listing

136Authorization

136Securitization

136D. The Structure of the Company

1361. The Board of Directors

136Executive organ

137b. Appointment, Removal and Filling of Vacancies of Directors

137Appointment

139Removal and absence of directors

140c. Powers and duties

140Powers and representation. Delegation

140Organic representation

141Management

142Fiduciary Duties

143d. Further Relations Between Director and Company. Contracts and com­pensation

143Transparency and approval of related party transactions (art. 99)

144Loans and guarantees

145Other Contracts

146Compensation

146Conflict of interests

146Transparency of transactions with connected persons

146Duty of trust

147e. Liability of the members of the board of directors

147The System of Liability

147“Civil Code” application

148Claims for Damages

148The remuneration problem

149Remuneration of the members of the Board of directors (art. 109-114).

149f. Functioning of the board of directors

149Convocation

150Place of meeting

150Minutes

151Quorum and majority

151Representation at the meeting

1522. The General Meeting of the Shareholders

152Meaning of the term

153Kinds of general meetings

153Powers

153Place of meeting

153Publication of the invitation for the general meeting

154President of the general meeting

154b. Rules of Calling and Functioning

154Calling the General Meeting

155Quorum requirements

156Majority required

156c. Substantive Rights of Shareholders

156Right to Information

156Right to Attend

157Right to Vote

157Rights of shareholders prior to the meeting

157Right to participate

158Participation in the general meeting from a distance in real time

158Participation in the general meeting by correspondence

158Attendance of the general meeting by non-shareholders

158Representation in the general meeting

159Identification

159Resolutions of the general meeting

160Resolutions of the general meeting without session

160Proxy voting

160d. Resolutions

160Requirements and Effects

160Void Resolutions

162Voidable resolutions

163Non-existent resolutions

164Defects of resolutions taken by another way

164e. Collective and Individual Minority Shareholders (art. 141-144)

164Minority and minority rights in general

165Right to Convene an Extraordinary General Meeting (art. 141 § 5)

165Right to Adjourn a General Meeting (art. 141 § 5)

165Right to Disclosure (art. 141 § 6)

166Right to Information

166Right to Adopt Resolution by Roll-Call Vote (art. 39 § 7)

166Right to Extraordinary Audit (art. 142)

1683. Auditors and Accounting

168Accountancy law and company law

168Appointment of auditors. Auditors are the third body of the A.E

168Annual financial statements and annual reports (art. 145-147)

170Distribution of Profits

171E. Legal Changes of the Company

1711. Amendment of the Statutes

171Prerequisites

171Codification of the statutes

171Crossborder transfer of seat

1722. Termination and Winding Up of the Company

172Dissolution and Revocation of the Authorization

172Liquidation. Continuation of legal personality

173Organization of the liquidation

174Bankruptcy

174Revival of the company

175Dissolution

175Right to repurchase (acquisition)

175Branches of foreign companies of member states. Disclosure requirements

1763. Transformation (Conversion)

176Genuine and abusive transformation

177Transformation of an A.E. to a company with limited liability (E.P.E.)

177Transformation of an E.P.E. to an A.E

178Transformation of a general or limited partnership to an A.E

179Transformation of Company limited by shares to a general or limited partnership

180F. Merger and Division of the Company

180Introduction

1811. Merger

181Nature of Merger

181Methods of merger

181a. Merger by Absorption

181Statutory definition

182The “Draft” Agreement of Merger

183Protection of Creditors

184Valuation of the Company Property

185Formal Requirements for Merger

186Consequences of the Merger

186Personal Civil Liability

187Nullity of the Merger

187Unfair Exchange Ratio

188b. Special Cases of Merger by Absorption

188Absorption of a Subsidiary by a Parent Company

189Merger of a Subsidiary by Parent Company Holding 90% or More of its Shares

189Acts Similar to the Merger by Absorption (Buying Out)

189c. Merger by Formation of a New Company

189Absorber new company

1902. Division

190Nature of Division

191a. Methods

191Methods of Division

191Division by Absorption

191Division by Formation of New Companies

191Division by Absorption and Formation of New Companies

192b. Specific Mechanisms and Requirements for Division

192Requirements of Preliminary Stage

193Protection of Creditors

193Final Phase

194Consequences of Division

194Nullity of Division

195By formation of new companies and by absorption and formation of new companies

1953. Facilitated Transformation of Undertakings (L. 2166/1993)

195Development incentives (L. 2166/1993)

196Merger and division of credit institutions

196The Criminal liabilities of companies

VIChapter

COMPANIES GOVERNED

BY SPECIAL LEGISLATION

199A. Banking Companies

199EU law harmonization

200National Law

201Cooperative Banks

202B. Insurance Companies

202Basic features

204C. Investment - Portfolio Companies and Mutual Funds

2041. Collective Investments in Transferable Securities

204Introductory Remarks

2042. Investment Companies

204General Remarks

205Specific Establishment Requirements

205Specific Obligations during Operation Time

206Supervision

2063. Mutual Funds

206General Remarks

206Constitution

206Shareholders and Shares

207Regulation and Prospectus

208The Management Company

209The Custodian

209Investment Policy

210Supervision

211Taxation

211D. Athletic Companies Limited by Shares

211Scope and basic features

212E. Companies Limited by Shares with Cooperatives, Municipal and Communal Companies of Laic Basis

212Commercial companies

212F. Maritime Companies

212mixed type of company

213G. Cooperative (Synetairismos)

2131. Definition and Formation

213Definition

214Formation requirements

214Management Structure

2142. Management

215General Meeting

216Supervisory Board

2163. Relationships between the Cooperative and its Members

216Membership

217Liability

2184. Dissolution, Transformation, Liquidation

218Grounds of dissolution

218Liquidation

218Bankruptcy

218Revival and Merger

2195. Federal Organization and Controlling Authorities

219Federated cooperatives

219Ministry of National Economy

219H. Leasing Company Limited by Shares

219Remarks on Leasing Contracts

220The Leasing Company

221Leasing Contract Requirements

221I. Factoring Company Limited by Shares

221The Factor

222The Factoring Agreement

223J. Other Modern Forms of Companies Limited by Shares

223Venture participation Capital S.A

223Central Depository

224EPEY AE

224Mutual Guarantee

VIIChapter

Private Capital Company (I.K.E.) or

Private Company (P.C.)

225A. New Company Form. Introduction

225The Grounds for Introduction. Grounds

225Nature and Basic Features. Nature

225Basic Features

226B. Formation

2261. Requirements.

226Three Stages

226Adoption of the statutes

226Founders-Promoters

2262. The Content of the Statutes

227Personal Data of the Partner

227Firm Name

227Registered Office (Seat)

228Duration

228The Purposes

228Further Content Requirements

2293. Process of Incorporation

229Simplified Process

229Legal Personality

2304. Provisions of General Importance

230Transparency

230Dispute Resolution

230Nullity

232Liability of Promoters for Pre-Incorporation Acts

232C. Organic Structure

2321. Management and representation

232Managers

233Kinds of Management

233Revocation (Removal) of the Manager

235Lack of Manager

235Publicity

235Powers of the Manager

236Duty of Loyalty

237Duty for Bookkeeping

237Liability of the Managers

2382. Decisions of the Partners. Partners Meeting

238Competences of the Partners

239The Meeting of the Partners

239Calling the Meeting

239Place of the Meeting

240Participation and Decisions Proceedings

240Without Meeting Decisions

240Defective Decisions of the Partners

241D. “Company Shares” and Contributions of the Partners

241“Company Shares”

242Arts of Contributions

242Capital Contributions

243Extra- or Non-Capital Contributions

243Guaranteeing Contributions

244Accounting Following up of the Contributions

245Repayment of Contributions

245Buying out of Extra-non-Capital and Guaranteeing Contributions

246Transfer of Company Shares

246Transfer Between Living

247Transfer Mortis Causa

247Right of Option

247Company’s Own Company Shares

247Attachment of Company Shares

248Entrance of a New Partner

248Capital Increase

249Capital Reduction

250E. The Legal Status of the Partners

250General Rule of Rights and Obligations of the Partners

250Administrative and Property Rights

251Obligations of the Partners

251Exit of a Partner

251Exclusion of a Partner

252Relationships Between the Company and the Partners or the Manager.

252F. Annual Account-Profit Distribution-Audit

252Annual Accounts

253Approval of the accounts and distribution of profits

254Consolidated accounts

254G. Dissolution and Liquidation

254Prospective inability of the company to pay

254Grounds of dissolution. The company is dissolved:

255Liquidation and liquidator

255Activities conducted in liquidation

256Revival of the company

256H. Conversion (Transformation) and Merger of the Company

256Organic Changes in General

256Conversion of I.K.E. to Another Company Form

257Conversion to other Company Form into an I.K.E

258Merger of Private Capital Companies

258Special Regulations on I.K.E. Merger

260I. Taxation-Adjustment Provisions

260Taxation

260Adjustment

261Bibliography

263Index