Law 4541/2018

June 2018

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The latest/new amendments (changes) at L. 3190/1955 on Limited Liability Companies

Law 4541/2018 “Amendment of L. 3190/1955 on Limited Liability Companies and other provisions” (Official Gazette Issue A’ 93/31.05.2018) introduced extensive amendments in L. 3190/1955 on LLCs (articles 1-13 thereof), it clarified certain issues and introduced new provisions, in order to update the law and align the applicable provisions on capital companies of different forms. Furthermore, the new law explicitly regulated certain practical issues not addressed under the previous regime, and codified a number of provisions on LLCs which were contained in other laws (e.g. publicity formalities in the General Commercial Registry (GEMI) etc).

In particular, the basic provisions which are introduced by the new law may be summarized as follows:

  • A LLC may be incorporated not only by a Notarial Deed, but also by a private document. i.e. template Articles of Association provided by law, on condition that there is no derogation therefrom. This possibility had been already introduced by Art. 9 of L. 4441/2016 and the decision No. 31637/2017 of the Minister of Economy and Development, and it is reiterated by the present provision.
  • The trade name of a LLC may be now formed not only by the names of the partners or the scope of the company, as was the case until today, but also by other indications (“fictitious” trade name) as well as by latin characters.
  • It is clarified that a LLC acquires its legal personality by its registration in the General Commercial Registry (GEMI) and that the mere drafting of the Articles of Association is not sufficient, pursuant to the provisions of L. 3419/2005.
  • The publicity formalities regarding LLCs are codified, while the elimination of the “double” publicity is confirmed (Registry of LLCs and Government Gazette) and replaced by the publicity in GEMI.
  • A partner may exit a LLC by delivering a statement to the administrator, without prejudice to any conditions or restrictions provided in the Articles of Association.
  • The obligation to certify the payment of the company’s capital is also introduced. In fact, failure to certify such payment of the company’s capital is provided as a reason for the invalidity of the LLC.
  • The nominal value of the capital parts is determined freely by the partners but it cannot be less than one (1) Euro.
  • It is provided that the deed of transfer of the capital parts and as well as the increase or decrease of capital parts should be published on GEMI within one (1) month from the relevant entry in the book of partners.
  • In case of decrease of capital, the time limit for objections by the creditors is reduced from two (2) to one (1) month following the publication of the relevant partners’ decision in GEMI.
  • It is explicitly provided that LLCs may create optional reserves, in addition to those prescribed by law (obligatory reserves), subject to arelevant provision in the Articles of Association or the adoption of a decision by the partners with increased majority. Moreover, the provisions for the drafting, auditing and publication of the financial statements of LLCs are codified.
  • Specific reasons for the revocation of administrators, when they are appointed for a fixed period may be provided in the Articles of Association. In case of a LLC with two partners, the revocation of a partner-administrator is made by a court judgment for serious cause, whereas a decision of partners’ meeting is no longer necessary. A request for the revocation of an administrator for a serious cause may be filed with the competent court by the minority of at least 1/10 of the partners holding at least 1/10 of the capital parts.
  • It is provided (under certain conditions) that the invitation for the partners’ General Meeting may be sent by email, while the meeting make take place anywhere in Greece or abroad as well as by teleconference.
  • For the amendment of the Articles of Association, the percentages of double majority are amended from ¾ to ½ plus one of the total number of partners, who also represent 65% of the capital. Respectively, the percentage of double majority is amended from ¾ to 2/3 out of the total number of partners and capital, for the dissolution of the company.
  • The expiration of the company’s duration is introduced as a reason for its dissolution, since the possibility of a LLC of indefinite term is no longer provided.
  • The provisions regarding the liquidation process are redrafted and the possibility of the revival of a LLC is introduced.
  • The conditions for the establishment of branches or agencies of foreign LLCs are defined, depending on whether said LLC is seated in a member state of the European Union (or the European Economic Area) or a third country.

In addition to the above, the respective provisions of CL 2190/1920 and of L. 4072/2012 are ALSO amended as regards the formation of the trade name of Societes Anonymes, Private Companies and personal partnerships, so that “fictitious” trade names are permitted as well as trade names exclusively or partially in latin characters.

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This document contains information in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither EYGM Limited nor any other member of the global EY organization can accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor.

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