The new Greek Law 5193/2025 (the “Law”) for the strengthening of the Greek capital market framework has been published. From a broader angle, the new Law aims to address modern needs by introducing provisions facilitating businesses in raising capital, upgrading the supervisory framework on various fields, such as asset management vehicles and crypto-assets and in general promoting sustainable investment options. Hence, the new Law covers a variety of distinct topics, a selection of which will be presented below on a high level.
Main changes introduced by the Law for strengthening the Greek Capital Market
A central pillar of the Law is the support of new listings on regulated markets, especially concerning small and medium sized enterprises (SMEs). Under the provisions of the Law, the threshold for public offerings of securities without the need to publish a prospectus is increased from €5 million (under the previous legal framework) to €8 million throughout a period of twelve (12) months. Additionally, tax incentives are afforded to SMEs, such as free-of-charge listing on a regulated market, reduced tax rates on listed corporate bonds, and increased benefits for angel investors who invest in companies listed on multilateral trading facilities. Such tax incentives make capital raising more easily accessible and attractive to investors.
Additionally, the Law permits the listing by foreign issuers of shares with multiple voting rights on a regulated market or a multilateral trading facility. Such permission applies only to foreign issuers that, according to their articles of association and the law of the territory of their registered seat, may legally issue shares with multiple voting rights.
With respect to the decision-making process by the holders of bonds listed on a regulated market or on multilateral trading facilities and as it concerns terms that deteriorate the position of the bondholders, a reduced quorum is now required under the Law, i.e. a quorum of 50% for the first adjourned meeting and 33% for any adjourned meeting thereafter, provided that less than 25% of voting bondholders vote against the proposed amendments and at least 2/3 thereof vote in favor. The new reduced thresholds will facilitate the decision-making process, especially when the participation interest is not high.
With regards to the crypto-assets legal framework, Regulation (EU) 2023/1114 on crypto assets markets (MiCA Regulation) has already established uniform rules across the EU on crypto assets, their issuers and services providers related thereto. To that end, the Law introduces a chapter establishing implementing rules that are necessary for the lawful issuance and trading of crypto-assets in Greece. The Hellenic Capital Market Commission (HCMC) and the Bank of Greece are the competent supervisory authorities depending on the type of crypto asset and the contemplated activity accompanying a crypto asset. Additionally, the Law sets out specific rules aiming at enhancing the Greek AML legal framework to the extent any money laundering activities are connected to the use of crypto assets in Greece. The Law also introduces a wide-range set of administrative and criminal penalties for unlicensed crypto-asset providers and providers not abiding by the new rules.
The Law also strengthens the supervisory mechanisms of the HCMC and the Bank of Greece, allowing the conduct of anonymous market investigations (“mystery shopping”) to detect violations, with stricter penalties for regulatory breaches. Mystery shopping gives the possibility to the HCMC and the Bank of Greece to instruct their staff and external associates to appear before supervised entities pretending to be potential or existing clients and check the compliance of the supervised entities with the regulatory requirements that they are subject to.
Moreover, the Law introduces provisions with regards to the extrajudicial debt settlement mechanism. The Law aims at providing significant support to debtors, as the eligibility criteria for debtors benefiting from the provisions of the extrajudicial debt settlement mechanism are expanded. Creditors are obliged to present a settlement offer to the debtors prior to bringing them before commencing the auction process. As an extra tool, the duration of the “Hercules” program for managing non-performing loans is extended for another six-month period.
In addition, standards for “European green bonds” are introduced, promoting sustainable finance and enhancing investments in environmentally responsible projects. More specifically, the Law introduces provisions on the competent authorities, their supervisory and investigatory powers and on administrative sanctions for the infringement of the relevant rules. Finally, the regulatory framework for Real Estate Investment Companies (REICs) is modernized, adapting it to the market needs and developments of both the international and domestic real estate markets.
Final Remarks
Overall, the Law introduces a series of new provisions on various and diverse aspects of the Greek capital market legal framework. The spirit of the new provisions intends to facilitate investors’ access to capital market and overall a more flexible, competitive and attractive market. Because of the length and level of detail of the new provisions, it is anticipated that investors, businesses, financial institutions, and other market players will require solid and guided advice to assess the practical impact from the changes introduced.