[ESTABLISHING A BUSINESS ENTITY IN GREECE] 229
3.2
Requirements
for
local
serious reason that dictates the termination of the company. -The shareholder(s) with shares representing the 1/20 or 1/5 (under specific conditions) of the share capital may apply to a Court to order audit of the company. -Each shareholder may demand from the Board of Directors to provide to the General Assembly information which is material to the agenda. -The shareholder(s) with shares representing 1/10 of the share capital may demand from the Board of Directors to provide to the General Assembly information about the company’s affairs and its financial situation. -The permission for transactions with related parties is granted by the BoD, however shareholders with shares representing 1/20 may demand the convocation of the General Assembly to decide on the subject. Until the convocation of the General Assembly, if such a permission was granted, it is revoked, if there is an opposition of the shareholder(s) with shares representing the 1/20 of the share capital. -The shareholder(s) with shares representing 2% of the share capital may apply before a Court for the annulment of a decision of the General Assembly. - “Sell Out”: The minority shareholders may, under specific circumstances that make their remaining in the company unbearable, apply before a Court to order the purchase of their shares by the S.A. Furthermore, if a shareholder whose shares represent at least the 95% of the share capital, the minority shareholders may apply before a Court to order the purchase of their shares by the former (conversely, the shareholder of at least 95% has the right to apply before a Court to oblige the minority shareholders to sell him their shares- “squeeze - out”).
shareholding/directors For all the above company types, there are no nationality requirements for the shareholders/partners and the directors. 3.3 Minority shareholders’ rights and protection 3.3.1 The Société Anonyme (S.A.) The main minority shareholders’ rights at the S.A. are the following: -The shareholder(s) with shares representing the 1/20 of the share capital may: i) demand from the Board of Directors the convocation of the General Assembly and if it does not comply within 20 days, they have the right to do it themselves; ii) demand from the Board of Directors to include in the agenda of the General Assembly additional issues; iii) demand from and the President of the General Assembly is obliged to adjourn the General Assembly (this right is exercised once per General Assembly); iv) apply before a court in order to reduce the remuneration of the members of the BoD under several circumstances; v) apply to the Board of Directors to file a claim against any member of the Board of Directors regarding the administration of the company’s affairs. The BoD is not obliged to act, but it has the right to dismiss the minority’s application after it has assessed the interests of the company. -The company may settle any claim against any member of the Board of Directors unless there is opposition of the shareholder(s) representing 1/10 of the share capital. -The shareholder(s) with shares representing the 1/3 has the right to apply to the Court for the termination of the company, if there is any
ILN Corporate Group – Establishing a Business Entity Series
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