Article 4(1) of Law 4548/2018 provides that the establishment of a Société Anonyme (S.A.) as a single-member company, the concentration of all its shares in a single person, as well as the details of its sole shareholder are subject to publication. This disclosure obligation was introduced in the context of the harmonization of national legislation with the corporate Directive 2009/102/EC (art. 3, 6).
In this regard, Circular No. 82772/18.09.2023 issued by the Ministry of Development was recently published, providing clarifications regarding the publicity obligations of the single-member S.A. to the General Commercial Registry (G.E.MI.), in accordance with the cases outlined below. It is further clarified that failure to comply with the aforementioned disclosure requirements may result in the imposition of the sanctions provided under the provisions of Law 4919/2022.
a) A Société Anonyme established as a single-member company (via One-Stop Shop or e-One-Stop Shop).
In case of establishment of a S.A. a single member through One-Stop Shop (YMS) or the electronic One-Stop Shop (e-YMS), it is pointed out that no further action is required for the publication of the details of the sole shareholder. Specifically, when a S.A. is incorporated as a single-member company, the combined provisions of Law 4548/2018 and Law 4919/2022 (regarding G.E.MI. and YMS) indicate that the data registered and published on the website of G.E.MI., among others, are:
- the identity details of the sole founder (natural or legal person);
- the total value of the founder's contributions in euros (€);
- the founder's percentage of participation (%) in the company;
- the number of shares held;
- the company's designation as a single-member company; and
- the full text of the articles of association of the newly established single-member S.A.
Therefore, upon the establishment of a single-member S.A., all publicity obligations set out in the provisions of Law 4548/2018 in conjunction with Law 4919/2022 are fulfilled, and the board of directors is not required to proceed with any further action.
b) Single-member Société Anonyme resulting from a transformation
In the case of a transformation involving a S.A., that either becomes or is established as a single-member company, in accordance with the provisions of Law 4601/2019 and as this procedure is carried out outside the framework of the One-Stop Service (YMS) governed by Law 4919/2022, the circular clarifies that the publicity requirements on the G.E.MI. website are not fulfilled automatically.
Therefore, in such cases, the single-member S.A. is required to file with G.E.MI. a resolution of the board of directors confirming the concentration of all shares in a single person (natural or legal), along with that person's identification details. The competent G.E.MI. Service shall then proceed with the registration and publication of this resolution on the G.E.MI. website and shall issue a relevant announcement stating that all the shares of the S.A. have been concentrated in a single shareholder (at a rate of 100%) and disclosing that person's identity details.
c) Société Anonyme becoming a single-member company due to share concentration in one person.
During the operation of a S.A., it is possible for all its shares to become concentrated in a single person (natural or legal). In such a case, the publicity obligations arising under Law 4548/2018 are as follows:
- filing with the competent G.E.MI. Service of a resolution of the board of directors of the S.A. confirming that all shares have been concentrated in a single person (natural or legal), along with that person's identification details. The competent G.E.MI. Service shall then proceed with the registration and publication of this resolution on the G.E.MI. website and shall issue a relevant announcement stating that all the shares of the S.A. have been concentrated in a single shareholder (at a rate of 100%) and disclosing that person's identity details.
- Filing with the competent G.E.MI. Service of a resolution of the board of directors of the S.A. (due to the above mentioned events) confirming that the requirements for a single-member S.A. under Articles 4 and 6 of Law 4548/2018 are met, accompanied by a copy of the company's articles of association bearing the updated company name including the "single-member" designation. The competent G.E.MI. service shall register and publish the resolution on the G.E.MI. website and issue a corresponding announcement to which the updated text of the articles of association of the single-member S.A. is attached. It is clarified that this registration does not constitute an amendment to the articles of association.
Finally, it is noted that in the event that a single-member S.A. becomes multi-member during its operation, it must file with G.E.MI. a resolution of the board of directors confirming that the shares are no longer held by one person (natural or legal), as the company has now become a multi-member company, accompanied by a copy of the updated articles of association.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
