L. Kotsiris/E. Kotsiri, Greek Law On Partnerships and Corporations, 5th ed., 2018

Acknowledgements

Preface

Abbreviations of Greek Law Journals

An Introduction to Greek Commercial Law

Characteristics and History of Greek Commercial Law

Particularity of Commercial Law

Relation to Civil Law

Economy and Commercial Law

Commercial Institutions in Ancient Greek Law

Maintenance Through Customary Law

Introduction of French Code de Commerce

Modifications by New Statutes

Special Jurisdiction in Commercial Disputes

New legislation on R.S.A

Transformations of Companies. Project Law

Partnerships

COMPANY LAW

Chapter

INTRODUCTION

A. General Concepts

The Greek Concept of “Etairia”

Principles of the Greek Company Law

Towards a Development of Company Law

B. Sources

Sources of Company Law

Chapter

Classification of Companies

A. Classification Criteria

The Object of the Company (Substantive Criterion)

The Form of the Company (Formal Criterion)

The Structure of the Company (Structural Criterion)

B. Conceptual Classification

Commercial Companies With or Without Legal Persona­lity

Atypical Company Forms

Abnormal or Factual Companies

Chapter

COMMERCIAL PARTNERSHIPS

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

1. Introductory remarks. Basic characteristics

Nature and basic features

Formation

Duration

2. Management and Representation

Management

Representation

3. Liability of Partners

Joint and several liability

Prescription

4. Relationships among the Partners

The partnership agreement

Partnership share

Property Rights

Administrative Rights

Duties of the Partners

Exit and exclusion

5. Dissolution and Liquidation

Causes for dissolution

Continuation of the partnership

Liquidation

Revival

6. Prescription

Time limitation

7. Civil partnership with legal personality

Applicable provisions

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

1. Nature

Basic features

Two kinds of limited partnerships

2. Legal Status of the Limited Partner

No merchant, full partner

The meaning of limited liability

Firm name. The status of the limited partner

Legal status of the limited partner. Management

Right of inspection

Acts of competition

Profits and losses

Dissolution of the partnership

Conversion of a limited into a general partnership

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

3. Limited Partnership by Shares

New regulation

E.C. Law Harmonization

Nullity of the Partnership

Reference to Provisions Applicable to Companies with Limited Liability

Register

C. Silent Partnership (Aphanes Etairia)

1. Nature

General features of an undisclosed partnership

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

Formation

No legal personality

2. Internal and External Relationships

Internal

External

3. Dissolution and liquidation

Dissolution

Liquidation

Bankruptcy of the disclosed partner

D. Joint Venture (Koinopraxia)

Voluntary association of enterprises

Legal nature

Joint ventures for construction of public works

General 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)

E. Transitional provisions of the L. 4072/2012

Partnerships concerned. Provisions repealed

F. Taxation of partnerships

Tax rate

Taxation of joint ventures and silent partnerships

Chapter

LIMITED LIABILITY COMPANY (“E.P.E.”)

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

A. Sources and Nature

Sources of law

Basic features

B. Formation

1. Constitution

Formality requirements

Minimum mandatory content of statutes and formation

Optional content

2. Payment of Contributions

Arts of contribution

Valuation of in-kind contributions

3. Constitution and Publicity. One-Stop-Service

Constitution procedures

Registration. Publication

Consequences

Pre-incorporation transactions

“Branch” publicity requirements

Disclosure Formalities and Third Party Effects

4. Annulment of the Company

Voidability and grounds

Court decision

Non ex tunc effect

C. Share Capital and Shares

Minimum amounts

Company shares

Equality and transferability

Joint ownership and attachment

D. Organization

1. Management and Representation (administration)

Appointment of managers

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

Powers

Duties

Liability

2. Members’ Meeting

Powers

Calling

Resolutions taken by a two-tier majority

Voidability of resolutions

3. Annual Accounts and Auditing

Accounts

Auditing and exemption

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

1. Rights and Duties

Rights

Duties

2. Liability

Rule and exceptions

Indirect liability

F. Amendment of Statutes and Capital

Statutes

Increase of Capital

Reduction of Capital

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

Transformation (conversion)

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

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

Conversion of a partnership to an E.P.E

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

Merger

H. Dissolution and Liquidation

Dissolution

Liquidation

Liquidator

I. Taxation of the E.P.E

Rate

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

E.C. Harmonization

Constitution requirements

Functioning particularities

Revival of the EPE

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

Chapter

COMPANY LIMITED BY SHARES

(Anonymous Etairia “A.E.”)

A. Generalities

Basic general characteristics

Sources of law. New legislation

Solution of conflicts

B. Formation

1. Requirements

Stages. Double system

Categories of business entities

Adoption of the Statutes

Subscription of the Share Capital

Authorization

Simplified Formation Procedures

Formation requirements

Digitalisation

Publication

2. Nullity of the Company and Liability of Promoters

Nullity

Effects

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

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

Affiliated enterprises. Four criteria

Computation of rights

The Concept of a “Holding Company”

C. Share Capital. Shares and Debentures

1. The Share Capital

Amounts of Capital and Shares

b. Payment of the Capital

Full payment

Conditions for partial payment

Valuation of corporate (contributions or in kind) contributions

c. Increase of the Share Capital

Methods

Resolution and proceeding to capital increase

Pre-emptive Rights. Right of preference

Restriction on withdrawal of the preference right. Strict conditions

Partial subscription

Preclusion of Capital Increase by an Administrative Decision

Increase by Conversion of Bonds into Shares. Right to convert

d. Reduction of the Share Capital

Purpose

Conditions for Reducing the Capital

Methods of Reducing the Capital

e. Redemption (or Amortization) of the Share Capital

The Deciding Body

The Procedure

f. Own Shares

Principle

Exceptions

Restrictions

Acquisition by another company

Credits for the Acquisition of Own Shares

Titles to be issued

2. The Shares

Multiple concept

b. Classes of Shares

Classification

Bearer Shares

Registered or Nominative Shares. New Treatment

Share Certificates. Dematerialization

Vinculated 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)

Preferred Shares. Preferential rights, cancellation, conversion

Reimbursed Shares

c. Rights Attendant to Share Certificate

Ownership

Pledge

Usufruct

Pre-shares

d. Rights and Duties of the Shareholder

Principles

Administrative Rights, Voting Rights

Property Rights. Right to Profits

Distribution of net profits

Duties of the Shareholders

No liability principle

No merchant qualification

e. Shareholders agreements

Nature and validity

3. Bonds

Definition and Regulations

The Issuance of a Debenture Loan

The issuance of bonds

b. Types of Bonds

Three basic types

Convertible Bonds

Bonds of Participation

Bonds Secured by Mortgage

The Civil Code Regulation on Bearer Bonds

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

Usage and legal nature

Common Promoter’s Rights

Exceptional Promoter’s Rights

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

Regulatory framework

Requirements referring to the Company

Requirements referring to the shares

Prospectus

Underwriter’s liability

Admission of debentures to official listing

Authorization

Securitization

D. The Structure of the Company

1. The Board of Directors

Executive organ

b. Appointment, Removal and Filling of Vacancies of Directors

Appointment

Removal and absence of directors

c. Powers and duties

Powers and representation. Delegation

Organic representation

Management

Fiduciary Duties

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

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

Loans and guarantees

Other Contracts

Compensation

Conflict of interests

Transparency of transactions with connected persons

Duty of trust

e. Liability of the members of the board of directors

The System of Liability

“Civil Code” application

Claims for Damages

The remuneration problem

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

f. Functioning of the board of directors

Convocation

Place of meeting

Minutes

Quorum and majority

Representation at the meeting

2. The General Meeting of the Shareholders

Meaning of the term

Kinds of general meetings

Powers

Place of meeting

Publication of the invitation for the general meeting

President of the general meeting

b. Rules of Calling and Functioning

Calling the General Meeting

Quorum requirements

Majority required

c. Substantive Rights of Shareholders

Right to Information

Right to Attend

Right to Vote

Rights of shareholders prior to the meeting

Right to participate

Participation in the general meeting from a distance in real time

Participation in the general meeting by correspondence

Attendance of the general meeting by non-shareholders

Representation in the general meeting

Identification

Resolutions of the general meeting

Resolutions of the general meeting without session

Proxy voting

d. Resolutions

Requirements and Effects

Void Resolutions

Voidable resolutions

Non-existent resolutions

Defects of resolutions taken by another way

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

Minority and minority rights in general

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

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

Right to Disclosure (art. 141 § 6)

Right to Information

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

Right to Extraordinary Audit (art. 142)

3. Auditors and Accounting

Accountancy law and company law

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

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

Distribution of Profits

E. Legal Changes of the Company

1. Amendment of the Statutes

Prerequisites

Codification of the statutes

Crossborder transfer of seat

2. Termination and Winding Up of the Company

Dissolution and Revocation of the Authorization

Liquidation. Continuation of legal personality

Organization of the liquidation

Bankruptcy

Revival of the company

Dissolution

Right to repurchase (acquisition)

Branches of foreign companies of member states. Disclosure requirements

3. Transformation (Conversion)

Genuine and abusive transformation

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

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

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

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

F. Merger and Division of the Company

Introduction

1. Merger

Nature of Merger

Methods of merger

a. Merger by Absorption

Statutory definition

The “Draft” Agreement of Merger

Protection of Creditors

Valuation of the Company Property

Formal Requirements for Merger

Consequences of the Merger

Personal Civil Liability

Nullity of the Merger

Unfair Exchange Ratio

b. Special Cases of Merger by Absorption

Absorption of a Subsidiary by a Parent Company

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

Acts Similar to the Merger by Absorption (Buying Out)

c. Merger by Formation of a New Company

Absorber new company

2. Division

Nature of Division

a. Methods

Methods of Division

Division by Absorption

Division by Formation of New Companies

Division by Absorption and Formation of New Companies

b. Specific Mechanisms and Requirements for Division

Requirements of Preliminary Stage

Protection of Creditors

Final Phase

Consequences of Division

Nullity of Division

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

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

Development incentives (L. 2166/1993)

Merger and division of credit institutions

The Criminal liabilities of companies

Chapter

COMPANIES GOVERNED

BY SPECIAL LEGISLATION

A. Banking Companies

EU law harmonization

National Law

Cooperative Banks

B. Insurance Companies

Basic features

C. Investment - Portfolio Companies and Mutual Funds

1. Collective Investments in Transferable Securities

Introductory Remarks

2. Investment Companies

General Remarks

Specific Establishment Requirements

Specific Obligations during Operation Time

Supervision

3. Mutual Funds

General Remarks

Constitution

Shareholders and Shares

Regulation and Prospectus

The Management Company

The Custodian

Investment Policy

Supervision

Taxation

D. Athletic Companies Limited by Shares

Scope and basic features

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

Commercial companies

F. Maritime Companies

mixed type of company

G. Cooperative (Synetairismos)

1. Definition and Formation

Definition

Formation requirements

Management Structure

2. Management

General Meeting

Supervisory Board

3. Relationships between the Cooperative and its Members

Membership

Liability

4. Dissolution, Transformation, Liquidation

Grounds of dissolution

Liquidation

Bankruptcy

Revival and Merger

5. Federal Organization and Controlling Authorities

Federated cooperatives

Ministry of National Economy

H. Leasing Company Limited by Shares

Remarks on Leasing Contracts

The Leasing Company

Leasing Contract Requirements

I. Factoring Company Limited by Shares

The Factor

The Factoring Agreement

J. Other Modern Forms of Companies Limited by Shares

Venture participation Capital S.A

Central Depository

EPEY AE

Mutual Guarantee

Chapter

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

Private Company (P.C.)

A. New Company Form. Introduction

The Grounds for Introduction. Grounds

Nature and Basic Features. Nature

Basic Features

B. Formation

1. Requirements.

Three Stages

Adoption of the statutes

Founders-Promoters

2. The Content of the Statutes

Personal Data of the Partner

Firm Name

Registered Office (Seat)

Duration

The Purposes

Further Content Requirements

3. Process of Incorporation

Simplified Process

Legal Personality

4. Provisions of General Importance

Transparency

Dispute Resolution

Nullity

Liability of Promoters for Pre-Incorporation Acts

C. Organic Structure

1. Management and representation

Managers

Kinds of Management

Revocation (Removal) of the Manager

Lack of Manager

Publicity

Powers of the Manager

Duty of Loyalty

Duty for Bookkeeping

Liability of the Managers

2. Decisions of the Partners. Partners Meeting

Competences of the Partners

The Meeting of the Partners

Calling the Meeting

Place of the Meeting

Participation and Decisions Proceedings

Without Meeting Decisions

Defective Decisions of the Partners

D. “Company Shares” and Contributions of the Partners

“Company Shares”

Arts of Contributions

Capital Contributions

Extra- or Non-Capital Contributions

Guaranteeing Contributions

Accounting Following up of the Contributions

Repayment of Contributions

Buying out of Extra-non-Capital and Guaranteeing Contributions

Transfer of Company Shares

Transfer Between Living

Transfer Mortis Causa

Right of Option

Company’s Own Company Shares

Attachment of Company Shares

Entrance of a New Partner

Capital Increase

Capital Reduction

E. The Legal Status of the Partners

General Rule of Rights and Obligations of the Partners

Administrative and Property Rights

Obligations of the Partners

Exit of a Partner

Exclusion of a Partner

Relationships Between the Company and the Partners or the Manager.

F. Annual Account-Profit Distribution-Audit

Annual Accounts

Approval of the accounts and distribution of profits

Consolidated accounts

G. Dissolution and Liquidation

Prospective inability of the company to pay

Grounds of dissolution. The company is dissolved:

Liquidation and liquidator

Activities conducted in liquidation

Revival of the company

H. Conversion (Transformation) and Merger of the Company

Organic Changes in General

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

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

Merger of Private Capital Companies

Special Regulations on I.K.E. Merger

I. Taxation-Adjustment Provisions

Taxation

Adjustment

Bibliography

Index