Disputes in Greek General and Limited Partnerships – Complete FAQ Guide

Law 4072/2012 (arts. 249-290) constitutes the central regulatory framework for the O.E. and E.E. The general partnership (O.E.) and limited partnership (E.E.) are among the most widespread corporate forms for small and medium-sized enterprises, their structure based primarily on personal trust between partners. Profit distribution, management rights, exit and exclusion are governed by L. 4072/2012, the partnership deed, and inter-partner agreements. Under arts. 254(1) and (2) of L. 4072/2012, all partners hold both the right and the obligation to manage the company. Among the absolutely inalienable partnership rights is the departing partner’s claim to receive the full economic value of their participation.
Read more: Statutory Configurations of the Partnership Interest Claim — Katerina Zografou

Partnership disputes often arise precisely because the success of the partnership’s purpose, and the preservation of its business value, are possible only when the partners maintain harmonious cooperation. The law and case law have recognised as “serious reasons” justifying exclusion, among others: the development of competing activity by a partner, unjustified absence from the partnership, chronic and unresolved disagreements with the other partners, failure to pay capital contributions, embezzlement of partnership funds, falsification of partnership documents, refusal to maintain accounting books, and abuse of the management position.
Read more: Exclusion of a Partner from a Personal Company — Legal and Practical Issues

The conditions for excluding a partner from a personal company are: (a) the lawful existence of the partnership; (b) a “serious reason” (spoydaios logos) attributable to the partner sought to be excluded; and (c) a claim filed by all the remaining partners jointly (art. 263 of L. 4072/2012). The exclusion action is filed unanimously by the remaining partners against the partner to be excluded, before the Single-Member Court of First Instance under ordinary procedure (art. 263(2) L. 4072/2012). Exclusion takes effect from the service of the action on the partner (MPrAth 462/2021).
Read more: Exclusion of a Partner from an O.E. as an Alternative to Dissolution

A “serious reason” for exclusion must, according to settled case law, always be correlated with adverse economic consequences for the partnership as a whole, and must consist of circumstances characterised by permanence — that is, ongoing conditions rather than transient or isolated events. Under MPrAth 3019/2017, the court found a serious reason where the partner, despite repeated invitations, failed to attend management meetings, did not perform their duties, and forged partnership documents. The court held that a serious reason was established, and the exclusion was ordered.
Read more: Exclusion of a Partner from a Personal Company — Legal and Practical Issues

The courts have consistently favoured exclusion of the offending partner over dissolution of the partnership, given the principle of enterprise preservation. Dissolution constitutes an ultimum refugium — the last resort when no other measure can prevent destruction of the enterprise. Under EfAnKrit 128/2023, dissolution is justified only when the serious reason is not exclusively attributable to one partner but affects the partnership relationship as a whole, or when exclusion is objectively impossible. MPrKav 70/2021 expressly characterised dissolution as an ultimum refugium.
Read more: Exclusion of a Partner from an O.E. as an Alternative to Dissolution

Under art. 261(1) of L. 4072/2012: “A partner may exit from the partnership by declaration to the partnership and the other partners.” No court proceedings are required to exercise this right. Exit constitutes a unilateral, non-causal and irrevocable declaration of will by the partner. The exit must be mandatorily registered with the General Commercial Registry (GEMI) under art. 96 of L. 4635/2019; from the date of registration, the departing partner ceases to be bound by future obligations of the partnership.
Read more: The Right of Exit for Partners in Personal Companies

The departing general partner continues to be personally liable (with their personal assets) for the debts of the partnership existing at the time of exit, for a period of five years from the GEMI publication of their departure. Timely GEMI registration is therefore critical: it marks the start of the five-year limitation period on external liability, and constitutes a prerequisite for any indemnity claim against the partnership for debts the departed partner has paid.
Read more: The Right of Exit for Partners in Personal Companies

Management rights assigned by the partnership deed to one or more partners may be revoked only for serious reason (art. 752 Civil Code). A serious reason includes gross breach of duties or incapacity for regular management. Revocation requires a unanimous decision by all remaining partners. Upon revocation of the contractual manager, the default joint management under art. 254 L. 4072/2012 is reinstated, meaning each partner regains individual management rights (AP 1333/2017). MPrThessal 7631/2013 held void a provision requiring the manager’s own consent to their removal, as contrary to the mandatory character of art. 752 Civil Code.
Read more: Revocation of the Manager of a General Partnership

In personal companies (O.E. and E.E.), each partner’s right to the partnership’s profits arises upon the expiry of the financial year, without requiring any special resolution approving annual accounts or a balance sheet, since no such approval is required by law. The Supreme Court (AP 1869/2022) confirmed that the right to profits is an enforceable claim from the end of the financial year, without needing prior approval of accounts.
Read more: Profit Distribution in General and Limited Partnerships

By way of exception, retention of profits — i.e., non-distribution — is permissible only if expressly provided in the partnership deed or decided unanimously by all partners. Both case law (TrimEf Thrakis 14/2023, EfThessalonikis 1685/2011) and legal doctrine accept that any non-distribution decision requires either express provision in the deed or a unanimous resolution: a unilateral act by one or several partners — even a majority — to retain profits is void.
Read more: Profit Distribution in General and Limited Partnerships

The valuation is based on the total value of the partnership’s assets — tangible and intangible, including goodwill, client base, and know-how — minus total liabilities at the relevant date, taking into account the market value (not merely the book value) of the assets. The departing or excluded partner may claim payment of the value of their interest only against the partnership, not against individual remaining partners. In MEfAth 3292/2018, the total company value was assessed at EUR 480,000, resulting in a 37% share worth EUR 177,600.
Read more: Calculating the Value of a Departing or Excluded Partner’s Interest

Among the absolutely inalienable partnership rights is the departing partner’s claim to receive the full economic value of their participation. A complete exclusion of this claim, whether expressly or by implication through a provision of the partnership deed, is legally void. Permissible statutory clauses include: (a) a book-value valuation clause (without goodwill recognition), (b) a goodwill exclusion clause, (c) an instalment payment clause, (d) an exit clause (buy-out right for the remaining partners), and (e) a default clause with contractual consequences.
Read more: Statutory Configurations of the Partnership Interest Claim — Katerina Zografou

Under art. 279 of L. 4072/2012, the limited partner is liable for the debts of the E.E. only up to the amount of their agreed contribution. However, the Athens Court of First Instance issued an injunction freezing the personal assets of a limited partner for the debts of the E.E., based on implied cumulative debt assumption and on tortious conduct contrary to good morals (art. 919 Civil Code) — the limited partner had used their personal bank account to pay company debts. Additionally, MPrNaupliou 140/2025 upheld an individual damages claim by a general partner against those who — through conflict of interest (a de facto manager acquiring the company’s leased premises via a related company) — caused the dissolution of the E.E.
Read more: MPrNaupliou 140/2025 — Individual Damages Claim by a General Partner