On 31st May 2018, Law 4541 was published in the Official Gazette Law (hereinafter “Law 4541/2018”).
Among other things, Law 4541/2018 has introduced various amendments to Law 3190/1955 governing the Greek limited liability companies (E.P.E.), including the following:
It is no longer obligatory that the corporate name consists of the name of the partners or the objects of the company, but it may alternatively consist of other “imaginary” words. In addition, the corporate name may be stated in whole or in part in Latin characters.
The legal form of the company must be stated in Greek language (i.e. “Εταιρεία Περιορισμένης Ευθύνης” or “Ε.Π.Ε.”). In the company’s international transactions however (and only in that case) the words “Limited Liability Company”, “L.L.C.” or “LTD” may be used.
The provisions regarding the share capital of the limited liability company are amended in order to make it clear that:
- The company must have a share capital, but there is no minimum amount. The contributions, may be in cash or in kind.
- The nominal value of the share- parts may also be established freely, but it may not be under 1 euro.
- Contributions in kind are possible, provided that the asset which is being contributed is capable of being valued and recorded in the balance sheet.
INFORMATION TO BE INCLUDED IN ALL CORPORATE DOCUMENTS:
In all the documents of the company, the following information must be stated: name, share capital, GEMI registration number, registered office and whether it is under liquidation.
It is now possible to incorporate an EPE company either by notarial act or through the adoption of the sample articles of incorporation provided by ministerial decision.
Also, Law 4541/2018, redefines the obligatory content of the articles of incorporation.
Law 4541 clarifies that the E.P.E. company obtains the legal personality through its registration at G.E.MI. (companies’ registry) and codifies the applicable provisions regarding publication of the information and acts of the company.
The general meeting is convened at least once a year, the latest until the 10th of September of each year. The amended provisions also provide details on the form, information and notification period of the invitation to the general meeting.
It is also provided that the general meeting may be convened not solely at the registered office of the company, but also elsewhere in Greece or abroad, or be held through teleconference, under certain conditions.
Finally, the new law adds to the matters of exclusive competence of the general meeting the resolution regarding the restoration of the company.
Law 4541/2018 also amends the provisions regarding the removal of directors of EPE companies and introduces the possibility and conditions for a director to resign from his office. It further defines the concept of cause for removal or resignation of directors.
Finally, the articles of association must now contain provisions regarding the mode of management of the company.
FINANCIAL STATEMENTS AND DISTRIBUTION OF PROFITS:
Law 4541/2018 introduces a new chapter in the law regarding EPE companies, which includes, codifies and clarifies all the provisions regarding the preparation and publication of financial statements and the distribution of profits of the company and provides for the possibility of additional reserves (beyond the regular reserves required by law).
BOOKS KEPT BY THE MANAGEMENT OF THE COMPANY:
The amended law provides that the books which are required to be kept by the directors of the company may be also in electronic form and redefines the mandatory content of the book of partners.
TRANSFER OF SHARE- PARTS:
Law 4541/2018 updates the mandatory information which must be included in the notarial document for the transfer of share- parts. It further introduces the obligation to submit for publication at the companies’ registry the transfer within one month from the registration of the said transfer in the book of partners.
Finally, law 4541/2018 amends the provision regarding the exit of partners from the company, introducing as a principle the freedom to exit from the company unless otherwise provided in the articles of association.
AMENDMENT OF THE ARTICLES OF ASSOCIATION:
Law 4541/2018 provides amended majority requirements for the amendment of the articles of association and defines the cases in which the amended articles are adopted by the director, without a decision of the general meeting.
It further amends the provisions regarding the waiting period between the publication of the decision of the general meeting for the reduction of the share capital and the relevant amendment of the articles of association.
DISSOLUTION, LIQUIDATION AND RESTORATION OF THE COMPANY:
Law 4541/2018 introduces various amendments regarding the provisions on dissolution and liquidation of EPE companies (e.g. reduction of majority requirements, dissolution due to expiry of the duration of the company, timeframe for the preparation of final financial statements, etc) and introduces the possibility of restoration of the company in certain cases.
ESTABLISHMENT OF GREEK BRANCHES OF FOREIGN COMPANIES:
Law 4541/2018 distinguishes between foreign companies having their seat within the EU/ EEA for which a simplified procedure is applied for the establishment of Greek branches, and those having their seat outside the EU/EEA.
DURATION OF THE COMPANY:
Law 4541/2018 clarifies that EPE companies must have a determined duration, and this must be stated in their incorporation document.
Limited liability companies which, prior to Law 4541/2018, had had not set a determined duration for the company, shall expire on 31.12.2021 unless they amend their articles of association before that date, by setting another expiry date.
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