New Steps towards the Digitisation of Greek Corporate Law: Facilitating Teleconferences and Promoting Electronic Corporate Establishment

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New Steps towards the Digitisation of Greek Corporate Law: Facilitating Teleconferences and Promoting Electronic Corporate Establishment

Authors: Amalia Pantazi, Aggelos Kosteletos, KG Law Firm

Article 23 and 24 of Law 4712/2020 (GG Α’ 146/29.07.2020) introduced two important reforms to Greek corporate law. Article 23 amends the requirements for holding a meeting via electronic means with respect to the corporate bodies of all the legal entities, operating under private law. Article 24, on the other hand, renders the incorporation of Private Capital Companies (“IKE” as per its Greek abbreviation) via the e-One-Stop-Shop (“e-YMS” as per its Greek abbreviation) as mandatory.

Corporate Meetings via Electronic Means

The COVID-19 pandemic brought to the surface the need for holding meetings, such as the board of directors’, shareholders’ and partners’ meetings, etc. via electronic means. There have been relevant provisions, in Greek corporate law, allowing the meetings of the corporate bodies to be held via electronic means, but only if there was a corresponding provision in their Articles of Association (“AoA”). This requirement constituted a significant impediment for many companies during the lockdown in Greece, leading the Greek legislator to temporarily circumvent it by issuing a number of Legislative Decrees, allowing meetings to be held via electronic means, even if a company’s AoA did not provide for such option.

In Article 23 of the new Law 4712/2020, the Greek legislator provides a permanent solution to this problem, raised during the lockdown in Greece, largely disengaging the option of teleconferences from the AoA provisions.

In particular, Article 23 introduces amendments to corporate law provisions in relation to the meetings of all corporate bodies of all legal entities, operating under private law, including the possibility of IKE’s partners and Sociétés Anonymes’ (“AE” as per its Greek abbreviation) board of directors and shareholders to convene via electronic means:

  • if the invitation to the meeting expressly provides for such a possibility;
  • if all convening parties agree to such a meeting;
  • if any of the convening parties resides in a different country, or due to serious grounds, particularly due to illness, disability, or an epidemic;
  • if there is a relevant AoA provision or serious grounds for the Shareholders’ meetings to convene via electronic means, even for listed Sociétés Anonymes.

These amendments have been entered into force upon publication of the new Law 4712/2020 in the Government Gazette on 29 July 2020.

IKE Incorporation via e-YMS

Article 24 of the new Law 4712/2020 revolutionises the incorporation of IKEs, amending relevant Law 4072/2012 to stipulate that such incorporation shall take place exclusively via the e-YMS.

Incorporation via e-YMS offers two significant advantages: it is fast and it is cost-efficient. In particular, the procedure of incorporation on the e-YMS platform may be completed in a matter of minutes, and the e-YMS will automatically proceed with the registration of the new company with GEMI and notify the tax and social security authorities, while the relevant incorporation cost may be up to 70% lower.

On the other hand, electronic incorporation requires two requisites: authentication (e-ID) of the applicant and the use of model AoAs, signed with a certified electronic signature.

In order to facilitate the implementation of this provision, Article 24 of the new Law 4712/2020 introduces a novel provision, especially and exclusively for IKEs: model AoAs with additional content.

In a nutshell, IKEs may be established via the e-YMS, by using the model AoAs with additional content, which is the model AoA, provided by Article 9 of Law 4441/2016, enriched with additional provisions under the conditions that such provisions do not amend or annul the elements of the minimum mandatory content that should be included therein and are not contrary to statutory provisions. More provisions and specifications in relation to this additional content of the IKE model AoAs are expected by way of a Ministerial Decision to be issued within three months from the publication of Law 4712/2020 in the Government Gazette.

Mandatory electronic IKE incorporation will enter into force three months after the publication date (29 July 2020) of Law 4712/2020 in the Government’s Gazette. It remains to be seen how these progressive provisions will be applied and integrated into the e-YMS systems and hopefully, they will pave the way for a simpler and faster and more modern approach to corporate law procedures.

 

 

Authors: Amalia Pantazi, Aggelos Kosteletos, KG Law Firm

Article 23 and 24 of Law 4712/2020 (GG Α’ 146/29.07.2020) introduced two important reforms to Greek corporate law. Article 23 amends the requirements for holding a meeting via electronic means with respect to the corporate bodies of all the legal entities, operating under private law. Article 24, on the other hand, renders the incorporation of Private Capital Companies (“IKE” as per its Greek abbreviation) via the e-One-Stop-Shop (“e-YMS” as per its Greek abbreviation) as mandatory.

Corporate Meetings via Electronic Means

The COVID-19 pandemic brought to the surface the need for holding meetings, such as the board of directors’, shareholders’ and partners’ meetings, etc. via electronic means. There have been relevant provisions, in Greek corporate law, allowing the meetings of the corporate bodies to be held via electronic means, but only if there was a corresponding provision in their Articles of Association (“AoA”). This requirement constituted a significant impediment for many companies during the lockdown in Greece, leading the Greek legislator to temporarily circumvent it by issuing a number of Legislative Decrees, allowing meetings to be held via electronic means, even if a company’s AoA did not provide for such option.

In Article 23 of the new Law 4712/2020, the Greek legislator provides a permanent solution to this problem, raised during the lockdown in Greece, largely disengaging the option of teleconferences from the AoA provisions.

In particular, Article 23 introduces amendments to corporate law provisions in relation to the meetings of all corporate bodies of all legal entities, operating under private law, including the possibility of IKE’s partners and Sociétés Anonymes’ (“AE” as per its Greek abbreviation) board of directors and shareholders to convene via electronic means:

  • if the invitation to the meeting expressly provides for such a possibility;
  • if all convening parties agree to such a meeting;
  • if any of the convening parties resides in a different country, or due to serious grounds, particularly due to illness, disability, or an epidemic;
  • if there is a relevant AoA provision or serious grounds for the Shareholders’ meetings to convene via electronic means, even for listed Sociétés Anonymes.

These amendments have been entered into force upon publication of the new Law 4712/2020 in the Government Gazette on 29 July 2020.

IKE Incorporation via e-YMS

Article 24 of the new Law 4712/2020 revolutionises the incorporation of IKEs, amending relevant Law 4072/2012 to stipulate that such incorporation shall take place exclusively via the e-YMS.

Incorporation via e-YMS offers two significant advantages: it is fast and it is cost-efficient. In particular, the procedure of incorporation on the e-YMS platform may be completed in a matter of minutes, and the e-YMS will automatically proceed with the registration of the new company with GEMI and notify the tax and social security authorities, while the relevant incorporation cost may be up to 70% lower.

On the other hand, electronic incorporation requires two requisites: authentication (e-ID) of the applicant and the use of model AoAs, signed with a certified electronic signature.

In order to facilitate the implementation of this provision, Article 24 of the new Law 4712/2020 introduces a novel provision, especially and exclusively for IKEs: model AoAs with additional content.

In a nutshell, IKEs may be established via the e-YMS, by using the model AoAs with additional content, which is the model AoA, provided by Article 9 of Law 4441/2016, enriched with additional provisions under the conditions that such provisions do not amend or annul the elements of the minimum mandatory content that should be included therein and are not contrary to statutory provisions. More provisions and specifications in relation to this additional content of the IKE model AoAs are expected by way of a Ministerial Decision to be issued within three months from the publication of Law 4712/2020 in the Government Gazette.

Mandatory electronic IKE incorporation will enter into force three months after the publication date (29 July 2020) of Law 4712/2020 in the Government’s Gazette. It remains to be seen how these progressive provisions will be applied and integrated into the e-YMS systems and hopefully, they will pave the way for a simpler and faster and more modern approach to corporate law procedures.