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Administrators

Under the provisions of Law 3190/1955, a Limited Liability Company is either managed (i) by all of its Partners acting jointly or (ii) by its Administrators (Partners or third parties) appointed by the Articles of Association of the Company (“AoA”) or the Partners’ Meeting (“PM”).

Division of Duties: Administrators are appointed for a definite or indefinite period, act jointly (unless otherwise provided), represent the Company and perform in its name all acts that fall within the Company's scope. Specific authorizations may be granted to third parties, whether employees of the Company or not. 

[...]

Composition: The number of the Administrators is set by the AoA and Law 3190/1955 does not provide for a maximum number of Administrators.

Appointment/Dismissal Competence: Administrators may be appointed either by the AoA or by the PM (by the dual simple majority vote, unless otherwise provided in the AoA). Administrators appointed by virtue of the AoA are dismissed by a decision of the PM, which entails the amendment of the AoA. Under certain conditions, a decision of the competent court may be required. Administrators appointed by the PM, are also revoked by the PM.

Alternates: Although the appointment of alternate Administrators is not specifically permitted under Law 3190/1955, such appointment may be permitted by the AoA.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Greece on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Bernitsas Law before actually changing any board members in Greece.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Convening notice.

Yes, to be signed by the Administrators.

At least 8 calendar days prior to the PM.

Yes.

No.

Yes, if all Partners concur.

Written notice to be given by any appropriate means (including email) to all Partners.
2

PM.

Minutes of the PM.

Yes, to be signed by the Partners (unless otherwise provided in the AoA).

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes, the Company must keep the original Minutes.

Yes, a notary public is to countersign the Minutes (however, only if only one Partner exists). Further, if amendments of the AoA are necessary, such decision should take the form of a notarial deed.

No, PM may take place by teleconference if provided by the AoA or all partners consent.

The appointment will become effective as per the date of the PM. However, if the appointment entails amendments of the AoA, the appointment will become effective as of the completion of the publicity formalities (cf. Step 3).
3

Filing with the General Electronic Commercial Registry (G.E.MI.)

(i) Minutes of the PM;

(ii) New codified AoA (if required). 

No.

No specific deadline applies. 

No.

No.

No.

Both Greek and foreign citizens are to obtain a Greek tax identification number to complete a valid appointment.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
No specific requirements

>8 days**

*However, less than 8 days possible if Step 1 is waived.

**Notarization (if required), a physical meeting and obtaining a Greek tax identification number may take additional time. However, less than 8 days possible if Step 1 is waived.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Convening notice.

Yes, to be signed by the Administrators.

At least 8 calendar days prior to the PM.

Yes.

No.

Yes, if all Partners concur.

Written notice to be given by any appropriate means (including email) to all Partners.
2

PM.

Minutes of the PM.

Yes, to be signed by the Partners (unless otherwise provided in the AoA).

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes, the Company must keep the original Minutes.

Yes, a notary public is to countersign the Minutes (however, only if only one Partner exists). Further, if amendments of the AoA are necessary, such decision should take the form of a notarial deed. 

No, MP may take place by teleconference if provided by the AoA or all partners consent.

The Administrator appointed by the AoA or the PM may be dismissed by a decision of the PM. In case of specific term appointment, the reasons for dismissal should be provided by the AoA. In absence of an Administrator, where all partners are entrusted with administration and representation duties acting jointly, these duties should be revoked by a court decision, for due cause and by a decision of the PM. The dismissal is valid and in force when the decision of the court becomes final. Otherwise, the dismissal will become effective as per the date of the PM. However, if the dismissal entails amendments of the AoA, the dismissal will become effective as of the completion of the publicity formalities (cf. Step 3).
3

Filing with the General Electronic Commercial Registry (G.E.MI.)

(i) Minutes of the PM;

(ii) New codified AoA (if required).

(iii) Court decision (if required).

No.

No specific deadline applies.

No.

No.

No.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
No specific requirements

>8 days**

*However, less than 8 days possible if Step 1 is waived.

**Notarization (if required) and a physical meeting may take additional time. However, less than 8 days possible if Step 1 is waived.
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Bernitsas Law has provided all input about changing board members in Greece. Bernitsas Law is a market [...] leader in the provision of commercial law services in Greece and one of the largest firms in the country.

We count industry frontrunners, listed and private companies, supranational, global and national entities and corporations, and small and medium sized enterprises from all the major industry sectors among our clients.

For more information about Bernitsas Law and changing board members in Greece, please use the below contacts:

CONTACT: Linda Vasaka
TEL: +30 210 361 5395 / +30 210 339 2950
EMAIL: lvasaka@bernitsaslaw.com
WEB: www.bernitsaslaw.com