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to run the day-to-day business and the Board of Directors may be restricted to a supervisory role. The “Executive Committee” can consist of members of the Board of Directors and third parties. The meetings of the BoD may take place with natural presence or with teleconference. If an S.A. constitutes a “small” or “very small entity” (see below under 3.1.5), instead of a Board of Directors it may include in its Articles of Association the option to elect a Single- Member Administrative Body, the “Manager - Director”, and all the provisions of the law referring to the BoD, apply to the Manager- Director as well. The supreme body is the General Assembly of the shareholders. The General Assembly has the exclusive authority to decide on several issues of major importance (such as the amendment of the articles of association, the appointment of the directors, the approval of the financial statements, the distribution of profits, the appointment of the auditors, the discharge of the directors from any liability, any merger or transformation of the company and the appointment of the liquidators). In the General Assembly each share has one vote, and the decisions are made by the majority. However, for issues of utmost importance (such as the change of the company’s nationality or purpose, the increase of the obligations of the shareholders etc.) there is a requirement of an attendance of the shareholders with shares representing the 1/2 of the share capital and a majority of the 2/3 of the share capital. If there is a relevant provision in the articles of association, the General Assembly may decide by “written resolutions” or by the signing of the resolutions by all the shareholders and the “signatures” may take place even by exchange
of e-mails. Under some conditions the General Assembly may take place with teleconference. The General Assembly is convened by the Board of Directors at least once per year, in order to approve the financial statements of the company (balance sheet etc.), discharge the Board of Directors from any liability and elect auditors. Subsequently, the financial statements and the decision of the General Assembly has to be registered at the General Commercial Registry. The S.A. has to register several data at the General Commercial Registry. These can be data of the company such as name, address, tax number, commercial registry number, the legal representation of the company and the data of the legal representatives, the annual financial statements of the company, the articles of association and their amendments, decision of the Board of Directors for the convocation of the General Assembly etc., which are uploaded to the Registry’s website and are accessible to the public. There is also a (limited) supervision from the State on several issues, in order to ensure the legitimacy of the actions of the company in relation to the law, the articles of association and the decisions of the General Assembly. The degree of supervision may vary for several types of S.A., such as the listed S.A.s or those providing banking services. 3.1.2 The Private Company (P.C.) The PC is governed by law 4072/2012. The company is administered and represented by one or more directors, who can only be natural persons, partners or not (however, if there is no appointment of directors, the company is administered and represented by the partners collectively). The directors may be appointed even for indefinite time. Their
ILN Corporate Group – Establishing a Business Entity Series
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