Corporate Law & Governance in Greece

Greek corporate law sits at the intersection of EU regulatory standards and a distinct civil-law tradition that traces its roots to Roman and Byzantine legal heritage. For international investors and business owners, understanding the Greek corporate framework is not optional - it is the foundation for protecting capital, structuring governance, and managing risk across every stage of a company's life. This article covers the principal legal forms available in Greece, the governance rules that apply to each, the rights and obligations of shareholders, the mechanisms for resolving internal disputes, and the practical pitfalls that foreign clients encounter most often. Whether you are entering Greece for the first time or restructuring an existing presence, the analysis below provides a structured roadmap.

Greece recognises several corporate forms under the Companies Act (Νόμος 4548/2018 for sociétés anonymes) and the Limited Liability Companies Act (Νόμος 3190/1955 as amended). The two dominant vehicles for commercial activity are the Société Anonyme (Ανώνυμη Εταιρεία, or AE) and the Limited Liability Company (Εταιρεία Περιορισμένης Ευθύνης, or EPE). A third form, the Private Capital Company (Ιδιωτική Κεφαλαιουχική Εταιρεία, or IKE), introduced by Law 4072/2012, has gained significant traction among smaller ventures and start-ups because of its flexibility and low minimum capital requirements.

The AE is the vehicle of choice for larger enterprises, listed companies, and businesses seeking to raise capital from multiple investors. It requires a minimum share capital of EUR 25,000, fully paid up at incorporation. The EPE requires a minimum capital of EUR 18,000. The IKE, by contrast, can be formed with a nominal capital of as little as EUR 1, making it attractive for lean structures - though this flexibility comes with its own governance trade-offs.

Each form carries distinct liability, governance, and tax implications. The AE is subject to the most elaborate governance framework, including mandatory board structures, statutory auditors, and general assembly requirements. The EPE operates with a simpler management structure but imposes restrictions on the transferability of participation interests. The IKE offers the broadest contractual freedom in its articles of association, allowing founders to design governance arrangements that would be impossible in the other two forms.

A common mistake among international clients is selecting the AE purely for prestige reasons, without accounting for the higher administrative burden and compliance costs. For a joint venture with two or three partners and no plans for external capital raising, the IKE or EPE will almost always be more cost-efficient and operationally agile.

Incorporating a company in Greece involves the General Commercial Registry (Γενικό Εμπορικό Μητρώο, or GEMI), which operates as the central electronic platform for all registration, filing, and publication obligations. Since the reforms introduced by Law 4635/2019, the process has become substantially faster and more accessible to foreign investors.

For an IKE or EPE, the typical formation sequence runs as follows. The founders prepare the articles of association (καταστατικό), which must be notarised if the company holds real estate or if the founders prefer a notarial deed for added legal certainty. The articles are then submitted to GEMI electronically. Registration is completed within one to three business days for straightforward structures. The company receives a tax identification number (ΑΦΜ) from the Tax Authority (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, or AADE) and is enrolled in the relevant social insurance registry.

For an AE, the process is more involved. The articles of association must be executed before a notary. GEMI publishes the incorporation documents in the Government Gazette (Εφημερίδα της Κυβερνήσεως). The board of directors must be constituted at the founding general assembly, and the initial share capital must be deposited in a Greek bank account in the company's name before registration is finalised. The full AE formation process typically takes between seven and fifteen business days, assuming all documents are in order.

Foreign founders face additional steps. Non-EU nationals must obtain a Greek tax identification number before signing any corporate documents. Power of attorney arrangements are common when founders cannot be present in Greece, but the power of attorney itself must be apostilled or legalised and, in most cases, translated into Greek by a certified translator. A non-obvious risk is that errors in the translation of foreign corporate documents - particularly certificates of good standing or board resolutions - can delay registration by weeks and trigger additional notarial costs.

The cost of formation varies by vehicle and complexity. For an IKE with standard articles, professional fees typically start from the low thousands of EUR. For an AE with customised governance arrangements, the combined notarial, legal, and registration costs are meaningfully higher. State registration duties are modest by Western European standards, but GEMI publication fees and notarial charges add to the overall outlay.

To receive a checklist for company formation in Greece, send a request to info@vlo.com.

The governance of a Greek AE is regulated in detail by Law 4548/2018, which replaced the previous Companies Act and aligned Greek law more closely with EU best practices. The law distinguishes between the board of directors (Διοικητικό Συμβούλιο, or DS) as the primary management and representation body, and the general assembly of shareholders (Γενική Συνέλευση) as the supreme decision-making organ.

The board of a Greek AE must have at least three members. There is no statutory maximum, though articles of association typically set a ceiling. Board members are elected by the general assembly for terms of up to six years, renewable. Law 4548/2018, Article 86, imposes fiduciary duties on board members, requiring them to act in the company's interest, avoid conflicts of interest, and exercise the care of a prudent businessperson. These duties are not merely declaratory - breach can give rise to personal liability toward the company and, in certain circumstances, toward creditors.

Greek law also permits a two-tier governance structure for AEs, separating management from supervisory functions, though this remains uncommon in practice. Most Greek companies operate with a unitary board that combines executive and non-executive members.

For listed companies, additional governance obligations apply under Law 4706/2020, which transposed EU corporate governance requirements and introduced mandatory audit committees, remuneration committees, and enhanced disclosure obligations. Non-listed companies are largely exempt from these requirements, but sophisticated investors often negotiate equivalent protections contractually through shareholders agreements.

The general assembly of an AE must meet at least once per year within six months of the financial year end to approve the annual accounts, decide on profit distribution, and elect or re-elect board members. Extraordinary general assemblies can be convened at any time by the board or, under Article 121 of Law 4548/2018, by shareholders holding at least five percent of the paid-up share capital. Quorum and majority requirements vary by resolution type: ordinary resolutions require a quorum of at least one fifth of paid-up capital and a simple majority of votes present, while certain fundamental decisions - such as amendments to the articles, capital increases, or mergers - require a higher quorum and a two-thirds supermajority.

A practical scenario worth noting: a foreign investor holding 30 percent of an AE may find that, without specific protective provisions in the articles or a shareholders agreement, the majority shareholder can push through capital increases that dilute the minority's stake, change the company's objects, or approve related-party transactions on terms unfavourable to the minority. Greek law provides some baseline protections, but they are not self-executing - they require active monitoring and, when necessary, prompt legal action.

A shareholders agreement (συμφωνία μετόχων) is a private contract between some or all shareholders of a Greek company, operating alongside the articles of association. Greek contract law, governed by the Civil Code (Αστικός Κώδικας), gives broad effect to freedom of contract, and shareholders agreements are generally enforceable between the parties. However, they do not bind the company itself or third parties unless their terms are incorporated into the articles of association or the company expressly accedes to the agreement.

This distinction has significant practical consequences. A drag-along or tag-along clause in a shareholders agreement is binding on the signatories, but if a shareholder refuses to comply, the remedy is damages rather than specific performance compelling the transfer of shares. Greek courts have historically been reluctant to order specific performance of share transfer obligations, preferring monetary compensation. International clients accustomed to common-law jurisdictions, where specific performance of share transfers is more readily granted, should factor this into their structuring decisions.

Key clauses that international investors typically negotiate in Greek shareholders agreements include:

• Pre-emption rights on share transfers, with defined valuation mechanisms and exercise periods.
• Drag-along and tag-along rights, with clear trigger thresholds and pricing formulas.
• Deadlock resolution mechanisms, including escalation procedures, buy-sell (shotgun) clauses, and, as a last resort, agreed dissolution.
• Reserved matters requiring unanimous or supermajority consent, covering decisions such as incurring debt above a threshold, entering related-party transactions, or changing the business plan.
• Non-compete and non-solicitation obligations for founder-shareholders.

Greek law does not impose a mandatory form for shareholders agreements, but notarisation is advisable when the agreement relates to real property or when the parties wish to use it as an enforcement title. Choice of law and arbitration clauses are common in agreements involving foreign shareholders. Selecting a neutral arbitral seat - such as the International Chamber of Commerce or the London Court of International Arbitration - provides a degree of procedural certainty that Greek domestic litigation does not always offer.

Many underappreciate the interaction between the shareholders agreement and the articles of association. Where the two documents conflict, the articles generally prevail as against third parties and the company. A well-drafted shareholders agreement should therefore either mirror the key governance provisions in the articles or include a mechanism for amending the articles to reflect agreed changes.

To receive a checklist for drafting a shareholders agreement in Greece, send a request to info@vlo.com.

Greek corporate law provides a range of statutory protections for minority shareholders, but exercising them requires knowledge of the procedural rules and, in many cases, speed. Delay is one of the most common and costly mistakes in Greek corporate disputes.

Under Law 4548/2018, Article 182, shareholders holding at least five percent of paid-up capital can request the court to appoint an inspector to investigate the company's management if there are reasonable grounds to suspect irregularities. This is a powerful tool for minorities who suspect misappropriation or self-dealing by the majority, but the application must be supported by concrete evidence of suspicious conduct - a general sense of dissatisfaction is insufficient.

Article 102 of Law 4548/2018 gives shareholders the right to request annulment of general assembly resolutions that violate the law or the articles of association. The action must be brought before the competent court of first instance (Πρωτοδικείο) within three months of the resolution. Missing this deadline extinguishes the right entirely. In practice, it is important to consider that the three-month period runs from the date of the resolution, not from the date the shareholder learned of it - a trap for foreign investors who are not actively monitoring Greek corporate filings.

Oppression of minority shareholders - where the majority uses its control to benefit itself at the minority's expense - can also give rise to a claim for damages under the general provisions of the Civil Code on abuse of rights (Article 281) and tortious liability (Article 914). These claims are more flexible but harder to quantify and litigate.

For disputes involving the management of an EPE or IKE, the procedural framework is broadly similar, though the specific statutory provisions differ. The EPE is governed by Law 3190/1955, which provides for judicial dissolution on grounds of serious cause (σπουδαίος λόγος) - a remedy available to any partner when the company's continued operation has become impossible or fundamentally unjust.

A practical scenario: a foreign investor holds 40 percent of a Greek EPE. The majority partner, who also serves as manager, begins diverting contracts to a related company on below-market terms. The minority partner's options include requesting a court-appointed inspector, seeking annulment of any resolutions approving the related-party transactions, bringing a damages claim, and, if the conduct is sufficiently serious, petitioning for judicial dissolution. Each remedy has a different cost profile, timeline, and likelihood of success. A non-obvious risk is that pursuing dissolution as a first step - rather than as a last resort - can destroy value for both parties and is rarely the optimal strategy.

The competent courts for corporate disputes in Greece are the multi-member courts of first instance (Πολυμελή Πρωτοδικεία) for most AE matters and the single-member courts of first instance (Μονομελή Πρωτοδικεία) for EPE and IKE matters, depending on the value and nature of the claim. Athens and Thessaloniki have specialised commercial chambers that handle corporate cases with greater expertise and, in recent years, somewhat faster timelines than general civil chambers.

Pre-trial procedures are not mandatory in most corporate disputes, but mediation (διαμεσολάβηση) has been promoted by Law 4640/2019, which introduced mandatory initial mediation sessions for certain civil and commercial disputes before the case can proceed to court. For disputes with a value above EUR 30,000, the parties must attend an initial mediation session, though they are not obliged to reach a settlement. Failure to comply with this requirement can result in the court refusing to hear the case.

Greek law provides a flexible framework for structuring share capital and conducting mergers, acquisitions, and corporate restructurings. Law 4548/2018 introduced significant modernisation in this area, aligning Greek rules with the EU Company Law Directive (2017/1132/EU) and its successors.

An AE can issue multiple classes of shares, including ordinary shares, preference shares with or without voting rights, and redeemable shares. This flexibility is valuable for structuring investment rounds, creating economic and governance separation between founders and investors, or implementing management incentive plans. The IKE goes further, allowing the articles to create capital contributions that are not linked to share capital at all - so-called 'guarantee contributions' (εγγυητικές εισφορές) - which can be used to give certain partners economic rights without formal share ownership.

Mergers and divisions of Greek companies are governed by Articles 140-179 of Law 4548/2018 for AEs, and by corresponding provisions of Law 4601/2019 on corporate transformations. A merger by absorption requires approval by the general assemblies of both the absorbing and absorbed companies, with the same supermajority thresholds that apply to fundamental decisions. The process involves preparation of a merger plan, independent expert valuation of the companies involved, a waiting period for creditor objections, and final registration with GEMI. The full timeline for a straightforward domestic merger typically runs between three and six months.

Cross-border mergers involving a Greek company and an EU-incorporated entity are possible under Law 4601/2019, which implements the EU Cross-Border Mergers Directive. These transactions are more complex and typically require coordination between Greek and foreign counsel, as well as regulatory clearances in both jurisdictions.

Acquisitions of Greek companies by foreign buyers raise additional considerations. Certain sectors - including energy, telecommunications, and media - are subject to sector-specific regulatory approvals. The Hellenic Competition Commission (Επιτροπή Ανταγωνισμού) reviews transactions that meet the applicable turnover thresholds under Law 3959/2011. Notification is mandatory before completion for qualifying transactions, and completion without clearance can result in fines and, in extreme cases, unwinding of the transaction.

A practical scenario: a foreign private equity fund acquires a majority stake in a Greek manufacturing company. The fund's standard acquisition documentation includes representations and warranties, a locked-box pricing mechanism, and a W&I insurance policy. Greek law does not prohibit any of these arrangements, but the enforceability of certain warranty claims - particularly those relating to tax and employment matters - may be affected by mandatory Greek law provisions that cannot be contracted out of. Engaging Greek counsel early in the due diligence phase, rather than at the signing stage, is essential to identifying these constraints before they affect pricing or deal structure.

The cost of M&A legal work in Greece varies significantly with transaction complexity. For a straightforward share purchase of a small or medium-sized company, combined legal fees typically start from the low tens of thousands of EUR. For larger or more complex transactions involving regulatory filings, cross-border elements, or contested processes, costs are meaningfully higher. Due diligence fees, notarial charges, and GEMI filing fees add to the overall transaction cost.

To receive a checklist for M&A transactions in Greece, send a request to info@vlo.com.

What are the main risks for a foreign investor entering a Greek company as a minority shareholder?

The principal risks are dilution through capital increases, exclusion from management decisions, and related-party transactions that benefit the majority at the minority's expense. Greek law provides statutory protections - including the right to request a court-appointed inspector and the right to challenge general assembly resolutions - but these protections require active monitoring and timely action. The three-month deadline for challenging resolutions is absolute. Foreign investors should negotiate robust contractual protections in the shareholders agreement before completing their investment, rather than relying solely on statutory remedies after the fact. Engaging Greek counsel to review the articles of association and any existing shareholders agreements before signing is a non-negotiable step.

How long does it take to resolve a corporate dispute in Greece, and what does it cost?

Timeline and cost depend heavily on the type of dispute and the procedural route chosen. An application for a court-appointed inspector or an interim injunction can be heard within weeks in urgent cases. A full trial on the merits of a shareholder oppression or annulment claim typically takes between two and four years at first instance, with appeals extending the timeline further. Mediation, where available, can resolve disputes in weeks at a fraction of the litigation cost. Legal fees for corporate litigation in Greece typically start from the low tens of thousands of EUR for straightforward matters and rise significantly for complex multi-party disputes. The risk of inaction is real: missing procedural deadlines - particularly the three-month window for challenging resolutions - can permanently extinguish valuable rights.

When should a dispute be taken to arbitration rather than Greek courts?

Arbitration is preferable when the parties have agreed to it in advance, when the dispute involves foreign parties who prefer a neutral forum, or when confidentiality is important. Greek law permits arbitration of corporate disputes, including shareholder disputes, provided the arbitration clause is validly incorporated into the shareholders agreement or the articles of association. Greek courts are competent and, in the commercial chambers of Athens and Thessaloniki, increasingly experienced in corporate matters - but proceedings are slower and less predictable than well-run international arbitration. For disputes with a value above EUR 500,000 involving foreign shareholders, international arbitration under ICC, LCIA, or similar rules is generally the more commercially rational choice, provided the arbitration clause is properly drafted and the seat is carefully selected.

Greek corporate law offers a well-developed, EU-aligned framework for structuring, governing, and protecting business interests. The choice of legal vehicle, the design of governance arrangements, and the drafting of shareholders agreements are decisions that shape a company's trajectory for years. Errors made at the formation or structuring stage are expensive to correct and can leave foreign investors exposed to risks that were entirely avoidable. Acting with precision and speed - particularly in dispute contexts - is the defining factor between protecting value and losing it.

Our law firm Vetrov & Partners has experience supporting clients in Greece on corporate law and governance matters. We can assist with company formation, shareholders agreement drafting, board governance structuring, minority shareholder protection, M&A due diligence, and corporate dispute resolution. To receive a consultation, contact: info@vlo.com.