GREECE Law and Practice Contributed by: Ioannis Charalampopoulos, Daphne Kasimati, Afroditi Kazani and Ioanna Exarchou, Machas & Partners
(a) reinforces the role of boards and independent non-executive members, clarifies the respon- sibilities of the key functions of the institutions (ie internal audit, compliance and risk manage- ment); (b) fosters the development of a robust internal control framework; and (c) requires the implementation of stricter policies on risk management, compliance, conflicts of interest, codes of conduct and whistleblowing. • Significant institutions must adapt their frameworks by 1 October 2025, while less significant institu- tions have until 1 January 2026 to meet the board composition requirements with respect to the num- ber of non-executive members of the board. • BoG Act 244/25.07.2025 strengthens the pruden- tial supervision of credit servicers by introducing stricter rules on corporate governance, risk man- agement, suitability assessment of the BoD of the servicers, along with detailed reporting obligations on loan portfolios, collateral policies, performing and non-performing exposures, restructurings and write-offs. Servicers managing assets exceed- ing EUR1 billion are required to establish an Audit Committee, while servicers providing credit under Law 5072/2023 are additionally required to main- tain a Risk Management Committee. The Act also extends comprehensive reporting requirements to credit purchasers and credit institutions, ensuring greater transparency and supervisory oversight. Moreover, Law 5123/2024 modernised the legislative framework for taking security interests over movable assets and tracing their status, in line with EU and international best practices to facilitate the extension of credit. The changes incurred by Law 5123/2024 are twofold: • firstly, they pertain to certain technical provisions regarding the creation of pledges; and • secondly, they introduce the Single Central Elec- tronic Registry of Pledges (the “Register”) man- aged by the Hellenic Cadastre. The Register is a public database that enhances transparency and legal certainty, ensuring that pledge agreements are enforceable against third parties. The Register has commenced operation as of 30 June
2025 upon the issuance of a relevant decision by the Hellenic Cadastre, but certain operational matters are still pending resolution. One of the key changes introduced by the law is the flexibility in how pledges are created, as pledge agree- ments may now be formalised through electronic means, including digital signatures and the use of government-certified electronic platforms like gov.gr. This shift away from traditional formalities speeds up the process and aligns it with modern digital practices. The registration requirement with the Register extends to the securitisation transactions and securitisa- tion servicing agreements of Laws 3156/2003 and 5072/2023. Moreover, the Law reiterates and specifies the concept of a notional pledge on movable assets introduced by the Greek Civil Code and repeals cer- tain provisions of Law 2844/2000 governing the crea- tion and operation of the floating charge on business receivables. Similar to the other forms of a pledge, notional pledges may now be digitally formalised and must be registered in the Register to ensure their valid- ity. The law also grants parties the option to initiate enforcement through the service of a payment order, further simplifying the process. Registration with the Register is not required for pledges on claims arising from the pledgor’s bank accounts maintained with the lending bank when the bank is also the pledgee. With respect to the establishment of a pledge for shares listed on the Athens Stock Exchange or for those held in book-entry form following dematerialisation or immobilisation, provisions of Law 4569/2018 should remain applicable. A significant change in pledge enforcement entitles the pledgee to collect the pledged claim without any further requirement after the lapse of a 10-day grace period once the secured claim becomes due. In case the pledged claim becomes due before the secured claim, the provisions of the Greek Civil Code apply. The purpose of such a provision seems to be to streamline the enforcement process by aligning the interests of the pledgees and the pledgors. 3.10 Usury Laws In Greece, no direct provision imposes a specific cap on the amount of interest that can be charged
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