October 25, 2026

Stavros Koumentakis

Cross-Border Mergers of Companies: Requirements, Procedure and Effects
Articles 53a–53r of Law 4601/2019

A cross-border merger combines capital companies from different Member States of the European Union. The special legislative framework (Articles 53a to 53r) determines the requirements, procedure and effects of such a merger. It regulates the protection of shareholders or partners, creditors and employees, as well as the legality review. Proper preparation of these matters affects the time required for completion.

Scope of Application and Definition of a Cross-Border Merger

A cross-border merger is one involving at least one domestic and one foreign capital company. A domestic company is a company with its registered office in Greece, provided that it has been formed in accordance with the law of a Member State of the European Union. A foreign company is a company other than a domestic company which has been formed in accordance with the law of a Member State and has its registered office, central administration or principal place of business within the European Union.

The scope of application includes, among others, the Société Anonyme (S.A.), the Limited Liability Company (E.P.E.) and the Private Company (I.K.E.). It also includes the partnership limited by shares and the European Company (SE). Certain collective investment companies that raise capital from the public, operate on the principle of risk-spreading and provide for the repurchase or redemption of their units are excluded (Article 53a).

The general merger provisions (Articles 6 to 53) also apply to the participating domestic company, unless otherwise provided. Before planning the transaction, a parallel examination of the applicable law governing each participating foreign company is required.

The Common Draft Terms of Cross-Border Merger

The Boards of Directors or managers of the participating companies prepare common draft terms of cross-border merger. The draft identifies the participating companies and the resulting company, the exchange ratio and any cash payments. It also includes the arrangements for the allotment of shares or other corporate participations, the implications for employment and the valuation of the assets and liabilities being transferred. Finally, information is required concerning cash compensation, safeguards for creditors and, where necessary, employee participation in management. Deficiencies may delay the preventive legality review and completion of the merger (Articles 53c and 53l).

Publication of the Common Draft Terms

At least one month before the General Meeting approving the merger, the common draft terms and a notice are published in the General Commercial Registry (G.E.MI.). The notice invites shareholders or partners, creditors and employee representatives to submit comments up to five working days before the meeting. The required independent expert’s report is also published in G.E.MI., with the possibility of excluding confidential information. If a General Meeting of the acquiring company is not required, the time limit is calculated by reference to the meeting of the other participating company (Article 53d).

Report of the Board of Directors or Managers

The management of the domestic company explains the legal and economic aspects of the merger in a report. It explains the implications for employees and, in particular, for the company’s future business activities. The report includes a separate section for shareholders or partners and a section for employees. The former covers the exchange ratio and cash compensation, while the latter covers changes to employment relationships. Separate reports are permitted, and specific exemptions are provided where the statutory conditions are met (Article 53e).

The reports are published in G.E.MI. at least six weeks before the General Meeting and made electronically available to those entitled to receive them. If employee representatives submit an opinion in due time, their opinion is attached to the report and communicated to shareholders or partners.

Independent Expert’s Report

An independent expert examines the common draft terms in relation to the domestic company and gives an opinion on the adequacy of the cash compensation and the exchange ratio. The report is made available to shareholders or partners at least one month before the General Meeting. The assessment is based on appropriate valuation methods and identifies any particular difficulties. The examination and report are not required if all shareholders or partners of all participating companies agree (Article 53f).

Approval of the Cross-Border Merger

The General Meeting of the domestic company approves the common draft terms after taking note of the required reports and employee comments. The statutory quorum and majority requirements apply, while a stricter majority provided for in the company’s statutes may not exceed 90%. Certain simplifications permit approval by a particular participating company to be omitted. An inadequate exchange ratio or inadequate cash compensation does not constitute an independent ground for challenging the approval decision (Article 53g).

Protection of Shareholders or Partners and Creditors

Shareholders or partners who voted against the draft are entitled, subject to conditions, to cash compensation for their participations. A prerequisite is that, as a result of the merger, they acquire participations in a company governed by the law of another Member State. The declaration exercising this right must be submitted within one month of the approval decision. The compensation is paid within one month of the date on which the merger takes effect. An action seeking additional compensation must be brought within two months of that same date. Those who do not have or have not exercised a right of withdrawal may, within the same two-month period, claim monetary compensation for an inadequate exchange ratio. Judicial proceedings concerning withdrawal compensation do not prevent registration of the merger (Article 53h).

Creditors of the domestic company are protected where their claims arose before publication of the draft and have not yet become due. They may request adequate safeguards if they demonstrate a risk to the satisfaction of their claims and the absence of sufficient security. The deadline for submitting the request is three months from completion of the publication formalities for the common draft terms. The safeguards take effect only if the merger is completed (Article 53i).

The management prepares a declaration concerning the company’s financial position, referring to a date within one month of its publication. Following reasonable enquiries, it declares that it is unaware of any reason why the resulting company would be unable to pay its obligations as they fall due in the future. The declaration is published together with the common draft terms (Article 53i).

Employee Information and Consultation

Information and consultation with employees take place in good time, in accordance with the applicable employment law. Subject to the prescribed statutory qualifications, they precede the decision to draw up the common draft terms and the management report. The objective is to provide employees with a reasoned response before the General Meeting. A separate issue is their participation in the management of the resulting company, where specific conditions are met. In that case, existing rights are examined and, where prescribed, a negotiation procedure is initiated (Articles 53j and 53k).

Pre-Merger Certificate

The Directorate of Companies of the Ministry of Development carries out a preventive legality review of the merger in relation to the domestic company. Where the requirements are met, it issues the certificate, also reviewing the required supervisory approvals or notifications. It also examines whether obligations towards public bodies have been satisfied or secured. The basic review lasts up to three months from receipt of the prescribed information concerning approval. Additional investigations into possible abuse permit a three-month extension. If there is a further delay, the company must be informed of the reasons for it (Article 53l).

The certificate is not issued if an abusive or fraudulent purpose aimed at evading or circumventing the law, or a criminal purpose, is established. The authority assesses the factual circumstances relating to establishment, economic activity and any outstanding obligations as a whole. Individual indications do not, in themselves, amount to a finding of abuse. The review may nevertheless delay or prevent completion (Article 53l).

The certificate is transmitted through the system of interconnection of registers to the competent authority of the Member State responsible for reviewing completion of the merger (Article 53m).

Legality Review of the Completion of the Merger

If the company resulting from the merger is domestic, the Directorate of Companies carries out the final legality review. In particular, it examines whether the companies approved the same common draft terms and whether the required employee participation arrangements were observed. The foreign certificates establish compliance with the preceding procedures. Where the statutory requirements are met, the cross-border merger is approved (Article 53n).

Completion and Registration of the Cross-Border Merger

Where the resulting company is domestic, the merger takes effect upon registration of the merger agreement in G.E.MI. This date does not depend on the subsequent removal of the other companies from their respective registers. Completion and the related information are communicated to the registers of the Member States involved through the system of interconnection of registers (Articles 53o and 53p).

Effects of the Cross-Border Merger

Upon completion of the merger, the resulting company succeeds to all the assets and liabilities of the companies that cease to exist. Shareholders or partners acquire participations, while employment contracts and the related obligations are transferred to the resulting company. Where special formalities are required for transfers to be effective against third parties, the resulting company must comply with them. Once the merger has taken effect, it may not be declared null and void, without prejudice to other lawful measures and sanctions (Article 53q).

Simplified Formalities

Where the acquiring company holds all voting rights in the acquired companies, significant exemptions from reports and certain other stages are provided. If it holds at least 90%, but not all, more specific simplifications apply to the domestic acquiring company. The exceptions do not eliminate publication requirements, protection of the parties concerned or the required legality review in their entirety. Their precise scope must be examined for each corporate structure (Article 53r).

In Summary: Practical Significance and Value

A cross-border merger requires coordination of national procedures and protection of shareholders, creditors and employees. Timely preparation and preventive legality review reduce the risk of delays. In our next article, we examine demergers as a distinct form of corporate transformation.