[ESTABLISHING A BUSINESS ENTITY IN GREECE] 223
the ministerial decision of their establishment, and it cannot be less than 5% (cost-plus). 1.2 Matters to be considered when choosing a particular business entity type 1.2.1 The Société Anonyme (S.A.) -The contributions of the shareholders can be in cash and in kind. -The shareholders do not have, in principle, personal liability for the liabilities of the company. -The default rule is that the shares are transferable. However, the articles of association can establish restrictions at the transfer of shares (e.g., without the consent of the company or by providing a preemption right to the existing shareholders). -The shares are personal/registered shares, meaning that they are issued to the name of the shareholder, which is registered at a special book of the company and therefore any new shareholder is registered accordingly. It must be noted that according to the previous legal framework, bearer shares were also provided, however, according to the new law 4548/2018, the “bearer shares” were abolished from 01.01.2020. Furthermore, law 4548/2018 provides the option of issuing also “warrants” and the option of “stapling” more type of instruments issued by the SA (e.g., bonds with warrants). -The nominal value of each share must be more than €0.04 and less than €100. The shares may have different values (however they have to be issued on different stages). Furthermore, the shares can also be issued above par (meaning that the real value is higher than the nominal and in such a case only the nominal value is counted for the share capital and the difference is transferred to a specific reserve). Moreover,
if the S.A. is listed, the market value of the share is defined by the stock exchange market. -The shareholders do not become merchants by participating to the company. -If the company goes bankrupt the shareholders do not go bankrupt as well. -The S.A. is the only type of company that can be listed (provided that it meets the legal requirements to enter into the stock exchange market). - Shareholder’s agreements are common, however they bind only the parties of the agreement and not third parties, nor can be used to circumvent mandatory provisions of the law (e.g., the shareholders may conclude an agreement that provides the obligation of the parties to vote to a specific direction. However, if a shareholder in breach of the agreement votes at the General Assembly differently, its vote is valid, although it will be liable to pay damages- or any other remedy provided in the
agreement- to the other parties). 1.2.2 The Private Company (P.C.) -The capital can even be zero.
-The contributions of the partners can be: 1) in capital i.e., in cash or in kind (e.g., contribution of a real estate property) and/or 2) non-capital (e.g., personal labour) and/or 3) guarantees (by providing a personal guarantee up to an amount for liabilities of the company). -The partners in principle do not have personal liability for the liabilities of the company. -The default rule is that the portions are transferable (however, the P.C. cannot issue shares/stocks). -The portions of participation that correspond to contributions in capital can be issued also
ILN Corporate Group – Establishing a Business Entity Series
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