[ESTABLISHING A BUSINESS ENTITY IN GREECE] 227
appointment is registered at the General Commercial Registry. The supreme governing body is the Assembly of the partners. The Assembly has the exclusive authority to decide on several issues of major importance (the appointment of the directors, the approval of the financial statements, the distribution of profits, the appointment of an auditor, the discharge of the directors from any liability, the amendments of the articles of association, the exclusion of a partner, the termination of the company or the extension of its duration and any merger or transformation of the company- for the last four a majority of 2/3 is required). In the Assembly each portion of participation has one vote, and the decisions are made by the majority. However, the partners can make decisions in writing, without convocation of the Assembly, provided that the decisions are unanimous or that the partners have agreed to the decision in writing without an Assembly. In the latter case, both the majority and the minority votes must be mentioned on the decision. Furthermore, the signatures of the partners may be provided by e-mails or other electronic means, if the articles of association have a relevant provision. The Assembly can be gathered anywhere (and with teleconference), and it is convened at least once per year, in order to approve the financial statements. Subsequently, the decision and the financial statements have to be registered at the General Commercial Registry and the latter will be accessible to the public. The P.C. has the obligation to maintain a website which mentions: the company’s capital, the amount of the guaranteed contributions, the names and addresses of the partners, the type of their contribution and the director(s).
The website is registered at the General Commercial Registry. The company has to register several data at the General Commercial Registry, such as name, address, tax number, commercial registry number, the legal representation of the company and the data of the legal representatives, any change in the guarantees of the partners, the annual financial statements of the company, the articles of association and their amendments etc., which are uploaded to the Registry’s website and are accessible to the public. 3.1.3 The Limited Liability Company (Ltd) The Ltd is administered and represented by one or more directors, natural or legal persons, partners or not, Greeks or not. If no directors have been appointed, the company is administered and represented by the partners collectively. There supreme governing body is the Assembly of the partners. As with the other capital companies, the Assembly has the exclusive authority to decide on several important issues, such as the amendment of the articles of association, the appointment/discharge from liability/replacement of the directors, the approval of the financial statements and the distribution of profits, the appointment of the auditors, any actions against the directors and/or any partner, any merger or transformation of the company and the appointment of liquidators. Furthermore, unanimous decision is required for changing the company’s nationality and, in principle, for increasing the liabilities of the partners or decreasing their rights. In the assembly each portion has one vote, and the decisions are made by the dual majority of capital and persons, as above mentioned.
ILN Corporate Group – Establishing a Business Entity Series
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