Corporate Disputes in the Greek Société Anonyme (SA) – Complete FAQ Guide

Within the operation of a société anonyme, two or more opposing interest groups frequently emerge. On one side stands the majority, which appoints management; on the other, the minority. Disputes mainly concern: (a) abusive General Meeting (GM) resolutions that serve exclusively majority interests, (b) breach of duty by board members, (c) unjustified refusal to provide information, (d) abusive capital increases that dilute the minority, and (e) non-distribution of dividends or the conversion of profits into board remuneration.
Read more: The Majority Shareholders’ Playbook in Greek SAs

The primary legislative framework is shaped by Law 4548/2018 (the Companies Act) and the Greek Civil Code. Pursuant to Article 137(2) of Law 4548/2018, a resolution adopted through abuse of majority power, within the meaning of Civil Code Article 281, is voidable. An action for annulment may be brought by a shareholder representing at least 2/100 of share capital within four months of the resolution’s adoption or, where registration is required, from its entry in the General Commercial Registry (G.E.MI.).
Read more: Minority Protection — Abusive GM Resolutions

Article 141 of Law 4548/2018 establishes three graduated categories: (a) Any shareholder may, by request submitted at least five full days before the GM, ask for specific information on agenda items. (b) A minority holding at least 1/20 may request disclosure of the individual remuneration of each board member and director for the past two financial years. (c) A minority holding at least 1/10 may request information on the conduct of company affairs and the company’s financial position — without any obligation to link the request to the agenda. An unjustified refusal to provide information constitutes a ground for annulling the resolution adopted at that GM.
Read more: The Shareholder’s Right to Information in the SA

Under Articles 142-143 of Law 4548/2018, two parallel rights exist. First, a small minority (at least 1/20) may petition the court to order an extraordinary legality audit if it is prima facie likely that acts violating the law, the articles of association, or GM resolutions have occurred — the petition must be filed within three years of the approval of the financial statements. Second, a minority of 1/5 may request an expediency audit, provided it can be fully demonstrated that management is not being conducted in accordance with sound and prudent management practice and there is a deteriorating trend in financial results.
Read more: The Right to an Extraordinary Audit in the SA

The “derivative action” (etairiki agogi) is the action brought by the société anonyme against its board members to recover damages caused by their acts or omissions in breach of their duties. Under Article 102 of Law 4548/2018, shareholders representing 1/20 may request the GM to resolve to bring it, while shareholders representing more than 50% may compel the company to file it. The limitation period is three years (Civil Code Art. 248) and is suspended for as long as the defendant holds a board position. The absolute limitation period is ten years.
Read more: Internal Liability of Board Members and the Derivative Action

Under Article 137(2) of Law 4548/2018, a resolution is voidable if adopted through an abuse of majority power within the meaning of Civil Code Article 281. In practice, case law recognises abusiveness in four main categories: (a) “remuneration conversion” of dividends via excessive board fees; (b) disposal of company assets to entities controlled by the majority shareholder; (c) a resolution benefiting exclusively affiliated companies; (d) a capital increase with the exclusive aim of diluting the minority. A landmark case: Supreme Court 1462/2023 (profit €5,716,763.30 — dividend of only €100,000 — held abusive).
Read more: Minority Protection — Abusive GM Resolutions

Under Article 138(1) of Law 4548/2018, where no convocation of the GM took place at all, any resolution adopted is automatically void (one year from adoption). By contrast, where a convocation did take place but was defective — e.g., a defective board decision, an incomplete agenda, or failure to notify shareholders — the resolution is merely voidable. Annulment may be sought by action brought by a shareholder representing at least 2/100 of share capital within four (4) months of the resolution’s adoption or its entry in the G.E.MI.
Read more: How Convocation Defects Affect GM Resolutions

A shareholder or minority that voted against the resolution may apply to the Single-Member First Instance Court within four months of the GM resolution, seeking its annulment on the ground that the board unjustifiably refused to provide the information that had been requested. Four cumulative conditions must be met: (a) a lawful request submitted at least five full days before the GM; (b) an unlawful refusal by the board; (c) the information relates to a matter covered by the resolution adopted; (d) the information constitutes “owed” information. A refusal that is not recorded in the GM minutes is treated as non-existent.
Read more: Minority Right to Information and Annulment of GM Resolution

The “derivative action” is the action brought by the société anonyme against its board members to recover damages caused by their acts or omissions in breach of their duties. The limitation period is three years (Civil Code Art. 248) and is suspended for as long as the defendant holds a board position. The absolute limitation period is ten years. Filing requires a GM resolution or appointment of a special representative. In Supreme Court 1214/2021 the conditions for appointing a special representative due to the board’s refusal to act were examined.
Read more: Internal Liability of Board Members and the Derivative Action

Article 109(5) of Law 4548/2018 provides for the right to apply to the court, which may reduce the level of board remuneration if it finds it to be excessive. Two conditions must be met: (a) shareholders representing 1/10 voted against approval of the remuneration; and (b) shareholders representing 1/20 petition the court within 2 months of the resolution. Importantly, the approval resolution is not annulled as abusive — it can only be reduced. The Athens Court of Appeal 176/2024 found board remuneration reasonable in a company with a turnover of €87 million.
Read more: Board Member Remuneration in the SA and Judicial Reduction

Law 4548/2018 explicitly imposes on board members a duty to refrain from competitive acts (Article 98): board members involved in management may not act for their own account or for third parties in transactions falling within the company’s corporate purpose. This duty extends to shareholders of closed or family SAs with personal-element characteristics: it is accepted that a duty to refrain from competitive acts may be recognised, depending on the circumstances, in the majority shareholder or shareholders of a closed SA. The Patras Court of Appeal 77/2023 recognised the duty in a shareholder holding 35% who had served as Chairman for 13 years.
Read more: Non-Compete Obligations for Board Members and Shareholders of Closed SAs

A majority shareholder votes at the GM for a share capital increase while the remaining shareholders lack the financial ability to participate, resulting in a reduction of their percentage holding. For the capital increase resolution to be declared voidable as abusive, three cumulative conditions must be satisfied: (a) no genuine company need exists that requires the increase; (b) the majority is aware that the minority cannot participate due to financial inability; (c) the exclusive purpose is to alter the shareholding structure. Action for annulment: within 4 months of registration in G.E.MI., requiring a 2/100 shareholding threshold.
Read more: GM Resolution for Capital Increase by Abuse of Majority Power

In all cases, the minimum dividend amount is set at thirty-five per cent (35%) of net profits under Article 161 of Law 4548/2018. The entitlement to a dividend arises only after a resolution of the annual GM and is subject to a five-year prescription period (Civil Code Art. 250(15)). Abusive non-distribution is assessed under Civil Code Article 281: if the majority continuously withholds dividends, thereby undermining the minority’s economic rights, while simultaneously converting profits into excessive board fees, the resolution is voidable. Supreme Court 1462/2023 annulled a GM resolution distributing only €100,000 from profits of €5,716,763.30.
Read more: Dividend Distribution in the SA and Prescription of Shareholder Claims

Shareholders’ agreements are in principle of a contractual (obligational) nature, binding the contracting parties inter se and not the company as a legal entity, unless the company expressly participates in the agreement or specific statutory incorporation is provided for. Accordingly, such agreements cannot, of themselves, amend the articles of association nor produce direct organisational effects on the operation of company organs. Their breach gives rise to civil claims between the contracting parties (damages, penalty clauses) without automatically voiding GM or board resolutions (Supreme Court 1121/2006, Athens Court of Appeal 2805/2021).
Read more: Shareholders’ Agreements — The Parallel Legal Order in the SA

Under Civil Code Article 69, the court may appoint interim management in two principal circumstances: (a) Where appointment is made due to the absence of management, the primary mission is to convene a GM for the election of a new board, handling only urgent matters in the interim. (b) Where appointment is made due to a conflict of interest, the mission is confined to adopting the specific decision for which the conflict arose — while the elected board continues to discharge its remaining duties. As a fundamental principle, the liability of the appointed members is limited to acts or omissions during their tenure (Council of State 2030/2004).
Read more: Interim Management of the SA in Practice | Appointment of Interim Management Due to Conflict of Interest (Civil Code Art. 69)