Articles 176-181 of Law 4548/2018 standardize the conditions under which criminal liabilities are established against those who operate within an SA.
Although this is a particularly widespread corporate type, which would justify similar rates of publication of articles and jurisprudence of criminal interest, the rates are nevertheless remarkably low.
Within Law’s 4548/2018 criminal provisions: first approach
The limited practical application of the provisions in question does not mean that the resulting criminal responsibilities are of minor importance.
The misdemeanors provided for in articles 176 and 177 of Law 4548/2018, for example, threaten a prison sentence that reaches the upper limit of five years, while the suspension of the execution of a sentence of more than three years constitutes a more complex judicial judgment.
Moreover, the stigma that inherently accompanies any sentence should not be overlooked: in the light of professional reputation, a potential criminal conviction “undermines” the development or even the survival of the legal person, even if it is imposed on a natural person.
Criminal provisions outside of Law 4548/2018: indicative enumeration
Criminal responsibilities also arise outside of Law 4548/2018. The source of such provisions is, primarily, the Criminal Code. These are acts of grave disrespect against legal goods, especially ownership, property, privacy, and memoranda.
At the same time, the issue of criminal liability arises in cases of tax and insurance debts of an SA.
Finally, it is possible to encounter a case of application of provisions which prohibit the laundering of proceeds from criminal activities and come with heavy sanctions.
The ideological starting point of the author of Law 4548/2018
The author of Law 4548/2018 is concerned that there is no reason to “create special criminal treatment for SAs”. The fact, therefore, that the criminal provisions of Law 4548/2018 are not justified on the merits should not surprise us, however it does displease us.
Also, while the legislator declares as their purpose the “reformation of the law of the SA with new legislation”, as far as criminal responsibilities are concerned, they limited themselves to a “slight reformation”, as they claim, of the previous framework.
It is therefore an open question whether with their choices respond to modern needs, for example, to completely transparent corporate operation and circulation of capital flows.
In this light, given that the interest goes beyond narrow intra-corporate equity interests, one could evaluate the scope of articles 176-181 of Law 4548/2018, the number of threatened penalties and their place in a wider regulatory framework of a socially just business.
Is a “plethora” of penal regulations a solution?
Our position certainly does not advocate a “plethora” of provisions of a penal nature. The democratic criminal legislator knows the legitimate limits of the criminalization of acts, which must constitute the last means of achieving an end. The limits of the present article do not allow us to discuss other means.
The step towards a Société anonyme involves significant non-financial risks. Those interested must be fully informed: “anonyme” (for the company) does not mean “painless” (for the natural person).
George Karanikolas
Senior Associate
P.S. A brief version of this article has been published in MAKEDONIA Newspaper (March 6th, 2022).
Disclaimer: the information provided in this article is not (and is not intended to) constitute legal advice. Legal advice can only be offered by a competent attorney and after the latter takes into consideration all the relevant to your case data that you will provide them with. See here for more details.