Although Law 2190/1920 has been amended repeatedly, there
were still many issues which needed to be revised, abolished or
introduced in order to establish an efficient legal regime in
line with the economic environment.
In light of this environment, the new law introduced a
number of European directives, including EU Directive 2017/828
for the encouragement of long-term shareholder engagement, EU
Directive 2013/34/EU on annual financial statements, EU
Directive 2007/36/EC on the rights of shareholders of listed
companies, and EU Directive 2017/1132, which relates to certain
aspects of company law.
Furthermore, the new law clarified certain ambiguities
regarding corporate practice. It confirmed that:
- Share capital may be paid by offsetting
claims of a (potential or existing) shareholder against the
- A shareholders pre-emptive right may be
abolished by a Board of Directors (BoD) resolution on certain
- Third parties may attend general
shareholders meetings on certain conditions; and
- The share capital may be reduced and
dividends may be paid in kind following valuation by a
Furthermore, the new law provides new types of titles that
may be issued by a société anonyme, such
as warrants and combined titles, while de-materialised shares
may also be issued by non-listed SAs.
Bearer shares are also abolished and all shares must be
registered, which is in line with the goals pursued by EU
The minimum share capital is set at €25,000 ($28,000),
while the minimum nominal share value has decreased from
€0.30 to €0.04 in the interest of flexibility. The
payment of the share capital must be verified by a certified
auditor, although certain exceptions are provided (in which
case the certification is made by the BoD).
It is further noted that any amounts deriving from the
issuance of shares higher than the nominal value may be offset
with losses from company losses (in certain conditions).
However, they may not be distributed as dividends.
Furthermore, the new law clarified in detail what profit
amounts may be distributed as dividends, in order to ensure
that they correspond to realised profits as opposed to
Finally, it is noted that issuance and/or partial transfer
of a title (i.e. with only part of the rights incorporated), is
prohibited without prejudice to joint rights, usufruct, pledge,
and the transfer of autonomous proprietary rights (e.g. the
right to dividends).
Overall, the New Law is a significant step toward
efficiency, flexibility and modernisation of the legal regime
of SAs, and is capable of contributing to the development of
entrepreneurship and attraction of investment.
The views reflected in this article are the views of the
author and do not necessarily reflect the views of the global
EY organization or its member firms.