GREECE Law and Practice Contributed by: Ioannis Charalampopoulos, Daphne Kasimati, Afroditi Kazani and Ioanna Exarchou, Machas & Partners
The establishment of the following security interests of: • prenotation of mortgage; • mortgage; • notional pledge; and • floating charge, is subject to a flat registration fee at the competent public registry, along with fees proportional to the secured amount (currently around 0.8%). However, the recent enactment of Law 5142/2024 stipulates that these flat and proportional fees will be redefined by virtue of a joint decision by the Ministers of Digital Governance and Economy, following input from the Hellenic Cadastre. Specifically for bond loans, the fee for each registra- tion of security interests with the relevant public reg- istries is EUR100, while the fee of a notary is fixed at EUR2,500 per deed. Subject to the above specific perfection steps required for each security, a written agreement is needed to create all security interests. If the actions are not fol- lowed, the validity of the relevant security interest may be questioned. 5.2 Floating Charges and/or Similar Security Interests There is no universal or similar security interest in the Greek legislation over a company’s present and future assets. According to Greek law, an individually defined movable asset or right may become the subject of a security interest. A floating charge that can be granted over a company’s present and future assets, which are at least identifiable, is only available if the parties to the security are businesses. Future assets may be the subject of a security interest as long as they can be identified or are identifiable. 5.3 Downstream, Upstream and Cross- Stream Guarantees Certain restrictions apply to companies in relation to the giving of downstream, upstream and cross-stream guarantees. In principle, related party transactions are void. Special approval of such transactions by the board of directors or, exceptionally, by the gen-
eral assembly of the shareholders and the publication of the announcement of such approval is required to make the transaction valid. Irrespective of the body authorising the transaction, the board of directors proceeds with publishing the announcement of the approval with the general commercial registry. An additional requirement is imposed on companies with listed shares. The board should obtain a fairness opinion issued by an independent auditor for trans- parency purposes before authorising the granting of the guarantee. The company may validly give the guarantee immedi- ately upon obtaining the written consent of all share- holders that they will abstain from convening the gen- eral meeting to resolve this respect, or eventually ten days after the publication date of such approval in the registry. For further information, please see 5.4 Restrictions on the Target . 5.4 Restrictions on the Target Financial assistance restrictions are in place in Greece, prohibiting the target company from making prepay- ments, granting loans or providing guarantees for the acquisition of its own shares. Financial assistance may be permitted if the following conditions are met: • the financial assistance is made on an arm’s length basis; • a report is prepared by the board of directors stat- ing how the said transaction serves the corporate interest of the company, its terms and any liquidity or solvency risk it might entail; the report should be communicated to the general assembly of the shareholders and published in the general com- mercial registry; • shareholders’ approval during the general meeting is obtained with an enhanced quorum and majority; • the company’s net equity should meet or exceed the paid-up share capital, along with any non-dis- tributable reserves, at all times.
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