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Board of Directors

A Company Limited by Shares (Societe Anonyme) is managed by its Board of Directors (''BoD''), which acts collectively and in accordance with the provisions of Law 4548/2018, the Articles of Association of the Company (“AoA”) and the resolutions of the General Meeting of the Shareholders (“GM”).

Division of Duties: The BoD is competent for the administration (management and disposal) of the Company's property and represents the Company. It generally resolves on all matters concerning the Company within the framework of the Company's object, with the exception of those which, pursuant to Law 4548/2018 or the AoA, fall within the exclusive competence of the GM. [...] The BoD may, exclusively in writing, entrust the exercise of its powers and competencies (with the exception of those requiring collective action), as well as the representation of the Company, to one or more persons, being BoD members or not, specifying also at the same time the extent of such assignment.

Composition: The number of BoD members is provided by the AoA or the GM (within the limits provided for by the AoA). The BoD consists of at least 3 members and up to 15 members. The AoA may provide that a legal entity can be a member of the BoD. In this case, the legal entity is obliged to appoint an individual for the exercise of the duties of the legal entity as BoD member.

Appointment/Dismissal Competence: The BoD members are appointed and removed with a resolution of the GM. In particular, BoD members are appointed by the GM (by simple majority vote, unless otherwise provided) for a fixed term, which may not, however, exceed 6 years. Further, minority Shareholders may also appoint BoD member(s) up to a specific number in accordance with the provisions of Law 4548/2018. BoD members appointed by a minority Shareholder may be removed by the appointing Shareholder at any time and be replaced by others. Finally, the AoA may provide that the BoD elects members in replacement of members that have resigned, died or are destitute in any other way. This election is possible on condition that the replacement of the above BoD members cannot be made by alternate members. The above election by the BoD is effected by decision of the remaining BoD members, provided they are at least 3, and is valid for the term of office of the BoD member(s) being replaced. The decision on the election is subject to publicity formalities provided by law and is submitted to the approval of the next GM, which has the discretion not to approve this election and replace the elected BoD members.

Alternates: Alternate BoD members may be elected by the GM if this is in compliance with 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 GM.

Convening notice.

Yes, to be signed by the Chairman of the BoD.

At least 20 calendar days prior to the GM.

Yes.

No.

Yes, if all Shareholders are represented at the GM and none of them objects.

Convening notice to be published in accordance with the provisions of Law 4548/2018 and in any other way as allowed by the AoA (e.g. by registered letter or email).
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman and the Secretary of the GM.

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

Yes, the Company must keep the original Minutes.

No, the burden of proof in relation to compliance of the decision-making process with Law 4548/2018 and the time of the session rests with the Company.

No, however, no physical meeting is required if all Shareholders concur. In addition, the GM may be convened via teleconference or any other electronic means if this is allowed by the AoA

The appointment will become effective as per the date of the GM. However, if the publicity formalities are not completed (cf. Step 3) the appointment may not be enforced against third parties unless their knowledge can be proven.
3

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

(i) Online form;

(ii) Minutes of the GM;

(iii) Minutes of the BoD on the formation into a body corporate and granting of authorizations.

No.

No later than 20 calendar days following the GM.

No.

No.

No.

Both Greek and foreign citizens are to obtain a Greek tax identification number to complete a valid appointment.
1
Step 1
>20 days*
2
Step 2
0 days
3
Step 3
0-20 days

20-40 days**

*However, less than 20 days possible if Step 1 is waived.

**Notarization (if required) and obtaining a Greek tax identification number may take additional time. However, less than 20 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 GM.

Convening notice.

Yes, to be signed by the Chairman of the BoD.

At least 20 calendar days prior to the GM.

Yes.

No.

Yes, if all Shareholders are represented at the GM and none of them objects.

Convening notice to be published in accordance with the provisions of Law 4548/2018 or in any other way as allowed by the AoA (e.g. by registered letter or email).
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman and the Secretary of the GM.

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

Yes, the Company must keep the original Minutes.

No, the burden of proof in relation to compliance of the decision-making process with Law 4548/2018 and the time of the session rests with the Company.

No, however, no physical meeting is required if all Shareholders concur. In addition, the GM may be convened via teleconference or any other electronic means if this is allowed by the AoA.

The dismissal will become effective as per the date of the GM. However, if the publicity formalities are not completed (cf. Step 3) the dismissal may not be enforced against third parties unless their knowledge can be proven.
3

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

(i) Online form;

(ii) Minutes of the GM;

(iii) Minutes of the BoD on the formation into a body corporate and granting of authorizations

No.

No later than 20 calendar days following the GM.

No.

No.

No.
1
Step 1
> 20 days*
2
Step 2
0 days
3
Step 3
0-20 days

20-40 days**

*However, less than 20 days possible if Step 1 is waived.

**Notarization (if required) may take additional time. However, less than 20 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