Piraeus · Athens · Greece & cross-border

Corporate governance

Corporate lawyers for Greek companies, their boards and their shareholders.

Based in Piraeus, L+A has been advising businesses since 1926. We act as the standing corporate lawyers of owner-managed companies and family businesses: we keep their corporate life in order, draft the agreements between shareholders, and advise boards on the decisions that carry legal risk.

Who it is for

Companies limited by shares (ΑΕ) and private companies (ΙΚΕ) that want a business lawyer who knows the company, not a different lawyer for every question.

We work with founders and families who share a company with partners, boards that need advice on their duties, companies preparing for an investor or a bank, and listed companies that must meet the governance rules of Law 4706/2020.

What we do

Corporate governance concerns how the company is managed, how decisions are taken, and the relations between its bodies and its shareholders or partners:

  1. 01

    Articles of association and their amendment, and a review of corporate records, resolutions and filings before financing, investment or sale

  2. 02

    Board meetings, general meetings, minutes and filings with the General Commercial Registry (ΓΕΜΗ)

  3. 03

    Shareholder and partner agreements: control, vetoes, transfers, deadlock and exit

  4. 04

    Advice to board members on their duties and on decisions with legal risk

  5. 05

    Governance frameworks, policies and committees for listed companies

01

Shareholder agreements

The articles of association set out how the company works, but much of what matters between owners is better placed in a shareholder agreement: who appoints the board, which decisions need everyone's consent, what happens when one partner wants to sell or leave, and how a deadlock is broken. Greek company law expressly allows certain of these arrangements, such as options to acquire shares, to be recorded in the shareholder register of an ΑΕ. We draft the agreement and the articles together, so that the terms of the agreement are consistent with the articles.

02

Boards and listed companies

The board of an ΑΕ under Law 4548/2018 has between three and fifteen members, unless the articles of a small, non-listed ΑΕ provide for a sole director instead, and board decisions must be properly prepared and recorded. For companies listed on a regulated market, Law 4706/2020 adds specific requirements: independent non-executive members must make up at least one third of the board and be no fewer than two, the company needs an audit committee, a remuneration committee and a nomination committee (the last two may be combined), an internal audit unit, and a corporate governance code that it adopts and applies.

FAQ

Questions clients ask

Why does a company need a standing corporate lawyer?

Because corporate problems usually begin with small omissions: a decision not properly taken, a share transfer not recorded, an agreement between partners never written down. A lawyer who knows the company can prevent them, rather than repair them later.

What should a shareholder agreement include?

Typically: how the board is appointed, which decisions need special consent, restrictions on transfers and rights of first refusal, drag-along and tag-along rights, deadlock resolution, non-compete obligations and the terms on which a shareholder can exit.

How many board members must an ΑΕ have?

Under Law 4548/2018, the board of directors of an ΑΕ has at least three and no more than fifteen members. A small, non-listed ΑΕ may instead be run by a sole director if its articles so provide.

What governance rules apply to listed companies in Greece?

Law 4706/2020 requires, among other things, independent non-executive members making up at least one third of the board and no fewer than two, audit, remuneration and nomination committees, an internal audit unit and the adoption of a corporate governance code.

Do you also handle company formation and share transfers?

Yes. Formation, choice of company form, share transfers and acquisitions are covered by our commercial and corporate law work, which is closely linked to governance.

Contact

To discuss the governance of your company or a shareholder agreement, write to business@latsoudislaw.com.

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