Decision No. 2474/2026 of the Single-Member Court of First Instance of Athens (Voluntary Jurisdiction Proceedings) was recently issued, by which an application filed by our client, a shareholder of a société anonyme (S.A.), for the appointment of interim liquidators due to the lack of lawful administration, was upheld. By the same decision, the court dismissed a principal intervention filed by the liquidators who had been appointed twelve (12) years earlier pursuant to a resolution of the General Meeting (G.M.) of the shareholders of the above-mentioned S.A., through which they sought the dismissal of the aforementioned application, holding that their term of office had expired due to the lapse of its duration and that, consequently, there existed a case of lack of lawful administration.
More specifically:
• The factual background and the judicial dispute: The S.A. in question was dissolved and placed into liquidation by a resolution of its General Meeting of Shareholders in 2008. By the same resolution of the General Meeting, two individuals were elected as liquidators. In 2025, enforcement proceedings were initiated against real property owned by our client by the above-mentioned S.A., in satisfaction of an alleged monetary claim against him. The S.A. was represented in all extrajudicial and judicial actions (including those undertaken within the framework of the aforementioned enforcement proceedings) by the liquidators elected in 2008. Under the provisions of the articles of association of the said S.A., their term of office was fixed at four years and had already expired in 2012. Consequently, following the expiration of their term, they remained unlawfully at the helm of the company, with the result that they did not validly perform any extrajudicial or judicial acts of management and representation. Our client (a minority shareholder of the S.A., holding 13% of its paid-up share capital) requested, through the application in question, the judicial appointment of (interim) liquidators of the said S.A. due to the lack of lawful administration, with authority to undertake all lawful and necessary actions for the convening of a General Meeting of Shareholders with the election of permanent liquidators as the item on the agenda. This was sought in order for the company to acquire lawful administrators capable of taking the necessary actions within the framework of the purpose of the liquidation. The former liquidators intervened against the application, arguing that their term of office coincided with the duration of the liquidation and that the application had been filed abusively by the applicant with the sole purpose of obstructing lawful enforcement measures against him.
• The Court’s ruling: The Court dismissed the principal intervention of the former liquidators and upheld our client’s application as well-founded on the merits, accepting that there existed a deficiency in lawful administration that had to be remedied judicially pursuant to Article 786 § 1 of the Greek Code of Civil Procedure and Article 73(b) of the Greek Civil Code. Specifically, it held that:
The term of office of liquidators does not coincide with the duration of the liquidation but is governed by analogy by the provisions concerning the term of office of the board of directors, pursuant to Articles 167(4) and 167(5) of Law 4548/2018 (formerly Article 49(7) of Law 2190/1920). Accordingly, it held that in the present case their term of office had expired upon completion of four years from their election, on the basis of the relevant provision in the company’s articles of association regarding the maximum duration of the term of office of members of the board of directors.
In the crucial passages, the decision states as follows:
“[…] The appointment of liquidators, who thereafter manage the affairs of the société anonyme and represent it judicially and extrajudicially, automatically entails the termination of the powers of the board of directors, and the provisions concerning the board of directors apply to them by analogy. If there are no liquidators, they are appointed by court decision, which may be issued in the context of voluntary jurisdiction proceedings (Article 786(1) GCCP) and is based on Article 73(b) GCC concerning the absence of liquidators, in conjunction with Article 69 GCC concerning the absence of persons entrusted with administration […]
Given that the articles of association contain no specific provision regarding the duration of the liquidators’ term of office, nor was such a term specified by the aforementioned resolution of the General Meeting adopted in […] 2008, the provisions governing the board of directors contained in Article 7(1) of the articles of association apply by analogy, according to which: ‘The Board of Directors shall be elected by secret ballot by the General Meeting for a three-year term, which shall be extended until the Ordinary General Meeting held during the year of its expiry. In any event, the term may not exceed four (4) years…’
In light of the foregoing, the term of office of the principal interveners expired upon completion of four years from their election, namely on […] 2012, without a General Meeting of Shareholders having been convened for the election of new liquidators.
The argument of the principal interveners that the analogous application of Article 85 of Law 4548/2018 concerning the maximum term of office is incompatible with the purpose of liquidation and that the duration of the liquidators’ term coincides with the duration of the liquidation, which cannot be determined in advance, must be rejected, given that both former Article 49(7) of Law 2190/1920 and current Article 167(5) of Law 4548/2018 expressly refer, with regard to liquidators, to the provisions governing the board of directors, without excluding the issue of term of office.
Furthermore, the General Meeting of Shareholders remains the supreme body of the company even during the liquidation stage and therefore exercises control and supervision over the liquidators, who have succeeded the board of directors in exercising the powers of management and representation of the company. Consequently, there is no justifiable reason for excluding the application of the provisions concerning term of office, through which control over the company’s governing body by the General Meeting is achieved […]”.
As regards the former liquidators’ allegation of abuse of rights by the applicant, the Court rejected it, holding that the appointment of liquidators is necessary for the lawful management of the company’s affairs, the completion of the liquidation process and the protection of the company’s interests, and that the mere fact that the exercise of a right by the company may be detrimental to the opposing party is not sufficient to establish abuse of rights under Article 281 GCC.
Accordingly, the Court reappointed the principal interveners as liquidators of the company, instructing them to convene – within a specified time limit – a General Meeting of Shareholders with the election of new liquidators as the agenda item, while authorising them in the meantime to perform only those acts of management and representation that are necessary within the framework of the purpose of the liquidation.
For related issues concerning the lack of lawful administration and the appointment of interim administration in a société anonyme, see also our articles “The Temporary Administration of the Public Limited Company in the Act”, “Appointment of Interim Administration of a Legal Entity Due to Conflict of Interests (Article 69 GCC)” and “The Powers of the Court-Appointed Interim Administration under Article 69 of the Civil Code”.
