A recent decision issued by the Single-Judge Misdemeanor Court of Athens acquitted our client of the offense of non-payment of wages. Specifically, the court found that the defendant held only the formal position of Managing Director and representative of the contracting Société Anonyme (the employer), and that he therefore did not exercise actual management powers and had no knowledge of the debt alleged in the indictment. The opposing party’s claims of an organized, collusive action by multiple sociétés anonymes—allegedly changing their representatives for the deliberate purpose of misleading their creditors and thus avoiding their obligations toward employees, the state, and social security funds, supposedly with our client’s knowledge—were deemed unfounded.
The argument concerning the defendant’s lack of actual involvement in management was further bolstered by the fact that the employment contracts submitted as evidence bore no signature by the defendant—who merely served as the formal representative of the Société Anonyme—at the time the employment relationship was purportedly established. Among the key defense arguments raised by the defendant were: (a) his lack of knowledge regarding the company’s field of activity, (b) his inexperience in the relevant transactions, and (c) the serious health and employment difficulties faced by him and his family members during the period he accepted the “purely formal” representative position—paired with an absolute lack of awareness of the personal civil liability toward employees and public authorities that was triggered by the actual mismanagement of other individuals.
As we have noted elsewhere: “Formal status as a representative–director without ‘de facto’ management: In practice, it is quite common for certain individuals to appear in the Commercial Registry (G.E.MI.) as the persons who run a company, while different individuals actually manage it on a day-to-day basis (the so-called ‘de facto’ management). This phenomenon occurs frequently in sociétés anonymes, where there is often a minimum number of required board members (e.g., participation of a family member on the Board of Directors of a family-owned S.A.) or in other cases where the true beneficial owner does not wish to appear (usually for tax reasons). Thus, despite the ostensibly presumed criminal liability of certain persons, they may be exonerated if they can demonstrate that they had only a formal title and did not influence the company’s decision-making or financial management at the time of the alleged offenses (with the prosecutorial authority, of course, retaining the right to prosecute the true responsible parties, typically for incitement). The relevant case law is extensive and the criteria considered vary.”
Furthermore, the defendant filed a request with the Court to subpoena the true beneficial owners of the S.A. in question, given that their details are not publicly disclosed in the Commercial Registry (G.E.MI.). The court’s ruling is significant, as is the documentation of the relevant defense arguments in the trial record, which will serve as evidentiary material for the defense in other criminal prosecutions related to the attribution of this “purely formal” legal representative status of an S.A.
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