Particulars of S.A. Documents
(Article 14, Law No. 4548/2018)

In a previous publication, we examined the acts and information of an S.A. subject to publicity. We also referred to the manner in which publicity is implemented. The legislator has chosen to ensure the fulfilment of the purposes of publicity through additional requirements and obligations imposed on S.A.s. In particular, it has established an obligation to include identifying particulars of the company on its official documents as well as on its website.

Introduction

The law (Article 14, Law No. 4548/2018) provides for the obligation to state specific company particulars on its documents and on its website. This provision is of EU origin, as it transposes into the Greek legal order the content of Article 26 of Directive (EU) 2017/1132.

The precursor to this obligation under national law was Article 7c of Codified Law No. 2190/1920. However, the differences between them are significant. The newer provision does not include the additional ancillary means of publicity that were provided for under the previous legislative regime. The formalities have been simplified and publication in daily or periodical press is no longer required, as it is entirely obsolete: its omission appears not only reasonable but fully justified, given that publicity through newspaper publications no longer corresponds to current conditions, as shaped by the creation and maintenance of company websites within GEMI. Additional means (e.g. publication in print media) have now become entirely optional. It should, however, be noted that where such additional measures exist (e.g. under older articles of association), they must be complied with.

Secondary Publicity

The obligation to include identifying particulars of the company forms part of the legislator’s measures to ensure effective corporate publicity. The purpose of corporate publicity, as supplemented by the requirements set out in Article 14, is to inform third parties—whether transacting parties or otherwise—of the company’s identifying particulars. In practice, this constitutes part of the secondary means of publicity. The purposes it serves are of secondary importance compared to the GEMI publicity system. The subject matter of such publicity—and thus of the information provided—consists of the company’s identity particulars. For this reason, company documents are regarded as secondary means of publicity. This (secondary) publicity operates in parallel with and in support of the primary system, having an informational character.

Meaning of Documents

The provision refers to the company’s documents. This includes any document used by the S.A., such as letters, order forms, invoices, etc. Documents may be in hard copy or electronic form. An electronic document is understood as the totality of recorded data stored on a computer’s magnetic medium. The legislator has equated electronic documents with hard copy documents, due to their proximity and substantial similarity. Consequently, the inclusion of the required particulars therein forms part of the obligation of secondary publicity.

Particulars of Documents

All documents of the S.A. must include the following particulars:

(a) The company’s GEMI number; this is the unique number assigned to the company upon its registration in the registry. Under the previous regime, in addition to the Register of Societes Anonymes number (RSA number), it was also required to state the specific prefectural register in which the company was registered. Today, there is no corresponding obligation to refer to the competent GEMI authority with which the company is registered.

(b) The legal form of the company, i.e. the indication (in this case) “S.A.” or, where applicable, a reference to a specific category (e.g. listed, banking, investment services company, etc.).

(c) The corporate name and registered office of the company.

(d) The fact that the company is in liquidation or has been subjected to collective proceedings, where applicable.

(e) The subscribed and paid-up share capital of the company, where reference is made in the documents to the company’s capital. Accordingly, stating the capital is not, in itself, mandatory. However, where such reference is included in any document, the exact amounts of both subscribed and paid-up capital must be indicated. This is necessary, as the two may not coincide in cases of partial subscription or partial payment of the capital.

Company Website

All of the above particulars, which must be included in the documents of the S.A., may also be clearly displayed in a visible place on any website, web page or digital platform used by the company. The purpose of these publicity measures is, once again, to ensure full and accurate information for users and those transacting with the company. However, publicity through the company’s website—distinct from its presence on GEMI—is entirely optional. Nevertheless, it may become mandatory by virtue of the articles of association, alongside compliance with the statutory obligations relating to GEMI.

By way of exception, S.A.s listed on a regulated market are required to comply with publicity formalities on their website in respect of notices convening General Meetings (Article 122 §3) and their financial statements (Article 149 §8).

Legal Consequences of Omission & Sanctions

Although the above legislative provision imposes a clear and express obligation on S.A.s, it does not specify the legal consequences arising from failure to include the required particulars. Nor does it provide for financial sanctions in the event of improper compliance with this obligation. Under the previous legislative regime, penalties of up to €1,000 were provided. Under the current framework, no such provision or sanction exists.

It has been argued in legal theory that, in the event of a breach of the obligation to include the required particulars in an S.A.’s document (and where such omission causes damage to a third party), tort liability of the company and its governing bodies could be established (Articles 71 and 914 of the Civil Code). However, the difficulty of proving causation in order to establish such liability is acknowledged. In any event, tort liability is linked to the risk of misleading third parties. It should also not be overlooked that, under the current operation of the GEMI website, the latter constitutes the primary (indeed, effectively exclusive) source of information on S.A.s and the information contained therein.

Sanctions are provided under Article 50 §1(c) of Law No. 4919/2022 in the event of breach of Article 22 of that law, concerning the obligation to state the GEMI number and other particulars. The sanctions consist of a fine ranging from one hundred euros (€100) to five hundred euros (€500).

Alignment of S.A.s with the publicity obligations imposed by law is imperative. The same applies to the (mandatory) particulars of their documents. It is equally clear what each S.A. is required to do in this respect. Notwithstanding that the prescribed (non-severe) sanctions primarily concern the obligation to state the GEMI number, full compliance with the statutory requirements is strongly recommended; secondarily, because, in theory, liability of the S.A. and its governing bodies could arise.-

Stavros Koumentakis

Managing Partner

Koumentakis and Associates Law Firm