Implementation of Publicity for Societes Anonymes (S.A.) in the General Commercial Registry (GEMI)
(Article 13, Law No. 4548/2018)

In a previous publication, we examined the publicity of acts and information concerning an S.A. In analysing this issue, we focused on the distinction between constitutive and declaratory publicity, as well as the legal effects of each. As a continuation of this topic, it is necessary to clarify key issues relating to the manner in which publicity is implemented. The present article addresses these matters.

Introduction

The legislator has dedicated a separate provision (Article 13, Law No. 4548/2018) to regulate issues concerning the procedure and manner of implementing publicity in GEMI.

A corresponding provision existed under the previous legislative regime. Specifically, the repealed provision corresponding to the content of the current Article 13 was Article 7b of Codified Law No. 2190/1920. The two provisions largely coincide in substance. However, a point of divergence is identified. In particular, the legislator of Law No. 4548/2018 did not include in its regulatory scope a detailed description of the publicity procedure, opting instead, rather than explicit regulation, to refer to other provisions.

Reference to Other Provisions

The legislator rightly considered that referring to general provisions governing the publicity procedure in its entirety better serves the objectives of legal certainty. At the same time, this approach aims to harmonise the rules on publicity. Paragraph 1 of Article 13 refers to the provisions of Law No. 3419/2005, which has now been replaced by Law No. 4919/2022, to Article 232 of Law No. 4072/2012, and to Article 2 of Law No. 4250/2014. The provisions of these legislative acts relate to commercial publicity in GEMI, the optional publication of acts in company documents and instruments, and the abolition of the obligation to publish acts in the Government Gazette (Issue for S.A.s and Limited Liability Companies and GEMI).

GEMI

Publication is effected through the General Commercial Registry (GEMI), which constitutes the National Commercial Publicity Register. It operates as the official information system for recording and publishing commercial enterprises and their legal events. At the same time, GEMI serves as the national electronic publicity bulletin. It is governed by Law No. 4919/2022.

Prior to the establishment of GEMI, publication in respect of S.A.s was effected through registration of acts in the Register of Societes Anonymes (RSA) and their publication in the Government Gazette (Issue for S.A.s and Limited Liability Companies).

GEMI is structured as an electronic/digital database. The information system consists of the Register of Corporate Names and Trade Names and the Company File. The latter records, in chronological order, acts and information subject to commercial publicity, as well as the supporting documentation. The acts subject to publication and registered in GEMI are specifically provided for in the relevant provisions of company law.

The GEMI services include: (a) GEMI Departments of the Ministries, (b) GEMI Departments of the Chambers of Commerce, and (c) Certified Notaries, who are authorised to carry out the publication of notarial acts.

GEMI constitutes a public service and an exercise of public authority under the supervision of the Minister of Development and Investments. Its responsibilities include:

(a) the registration of persons subject to GEMI registration, as listed in Article 16 of Law No. 4919/2022, including S.A.s,
(b) any registration and publication relating to such persons,
(c) the receipt and recording (where submitted in hard copy) of applications and accompanying documents,
(d) the conduct of legality and completeness checks, where required,
(e) the examination of applications for approval of corporate names and trade names and their reservation,
(f) responding to queries concerning specific statutory matters,
(h) the issuance of certificates,
(θ) the provision of copies and extracts, and
(i) the conduct of sample checks of incorporations through the e-One Stop Shop (e-UMS) and automatic registrations.

Dual Publicity System

Under the regime prior to the establishment of GEMI, publication of S.A. information took place in two stages. Acts subject to publicity were, on the one hand, registered in the Register of S.A.s and, on the other hand, published in the relevant Government Gazette issue. This constituted the so-called “dual publicity” system.

The “dual publicity” system was retained following the implementation of GEMI—albeit with different content. Today, publicity is effected, on the one hand, by registration or entry of the relevant acts in GEMI and, on the other hand, by their simultaneous publication on the GEMI website.

Person Responsible for Publication

The Board of Directors of the S.A. is the competent body responsible for submitting acts and information subject to publicity. It bears the responsibility for carrying out the necessary actions to ensure compliance with publicity requirements, where applicable.

At the stage of incorporation, this responsibility lies with the founders. Similarly, during liquidation or bankruptcy, responsibility rests with the liquidators or, respectively, the insolvency administrator.

The application for registration must be submitted by the obligated party within twenty days from the adoption of the relevant decision giving rise to the publication obligation. It may be submitted either in hard copy or electronically, while supporting documents must be submitted in electronic/digital form.

Breach of Obligation

In the event that the above-mentioned persons breach the provisions on publicity, a fine ranging from €100 to €100,000 may be imposed (pursuant to Article 50 of Law No. 4919/2022). The fine is imposed on the obligated legal entity itself and its legal representatives. The exact amount is determined based on the type of company, its size category and the severity of the infringement. Furthermore, where the responsible persons have breached the provisions through fault, they also incur civil liability towards the company for any damage suffered.

Competence of GEMI

Registration in GEMI is carried out by the competent service, and such act constitutes an enforceable administrative act. GEMI also conducts legality and completeness checks in cases of constitutive publicity.

The competent GEMI Department is required to carry out publication of the acts or information submitted by companies. In the event of refusal to register such data, the omission must be duly reasoned. The reasoned rejection must be issued within twenty-one (21) days. Any person having a legitimate interest is entitled to apply to the competent court seeking an order for the registration to be effected.

Certificate of Good Standing

The competent GEMI Departments issue a Certificate of Good Standing to companies registered in GEMI. This is a widely recognised certificate internationally, confirming the operational status of the company. In particular, it certifies that the company has not been deleted from GEMI, is not under dissolution or liquidation, no application for collective creditor satisfaction proceedings has been filed, publicity obligations have been fulfilled or lawfully waived, and that it is not subject to a suspension of registrations by GEMI.

The certificate is valid for two months. It creates a general and rebuttable presumption vis-à-vis third parties regarding the facts certified therein. Its issuance significantly facilitates the company’s transactions with third parties.

The manner in which publicity was implemented some years ago was, to put it mildly, problematic—indeed, unacceptable. The establishment of GEMI has unlocked efficiencies, enhanced transparency in the operation of companies (including S.A.s), and facilitated all stakeholders. Responsibility for implementing publicity rests with the Board of Directors and its members throughout the company’s operation. Given its importance, it is entirely reasonable that compliance with the relevant obligations is linked to criminal, administrative and civil sanctions for those responsible. Publicity is also supported by the company’s documents, which must contain specific information. These will be examined in a subsequent publication.-

Stavros Koumentakis

Managing Partner

Koumentakis and Associates Law Firm