GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
separate legal personality, if the Greek originator is subject to insolvency proceedings, the assets of the SPE (ie, the receivables, including future receivables) will not be included in the origina - tor’s bankruptcy estate and will be available exclusively for the satisfaction of the noteholders and other secured creditors under the securitisa - tion transaction. As a matter of Greek law, the lifting of the corporate veil has been applied by courts in exceptional cases, outside the scope of securitisation. Such cases involved entities that were fully owned and controlled by their share - holders and operating as separate legal entities in name only. 6.3 Transfer of Financial Assets Under the Securitisation Law, the transfer of receivables is effected and perfected upon the registration of a summary of the transfer (assign - ment) agreement in the public books of the pledge registry. In addition, the transfer agree - ment and its registration override any contractu - ally agreed non-transferability of the respective receivables between the seller and the obligor of the receivables. The above registration also operates as a deemed notification of the transfer to the rel - evant obligors of the securitised claims, without the need to give them individual notifications (as would otherwise be required under the general provisions of Articles 455 et seq of the Greek Civil Code on assignment of rights and claims). Accordingly, by and upon such registration, the transfer of the receivables and related security interests to the SPE, like all other effects of the securitisation of the receivables, takes effect automatically in rem as against all persons, as far as Greek law is concerned. If the registration requirements are not complied with, the receiva - bles continue to be a part of the seller’s estate.
The registration of the transfer agreement with the public registry is also the only perfection requirement for the statutory pledge over the receivables and the collection account to take effect (see 6.1 Insolvency Laws ). For the purposes of the registration, a specific form is used. A full list of the transferred receiva - bles, including identification of the relevant con - tract, information on debtors, guarantors, out - standing amounts, maturity date, etc, is annexed to this form. Upon registration, the pledge registry will issue a certificate of registration, on the basis of which the SPE (in practice, the servicer appointed on its behalf) will be able to effect annotation of the transfer of the relevant receivable in the public books of the competent land registry or cadastre in cases where the receivable is secured over real property, or the competent pledge registry in cases where the receivable is secured over a pledge, which is subject to publicity. Such anno - tations are not required for the perfection of the transfer of the relevant receivable (nor of the security interest securing that receivable): they are only required for the update of the public books of the public registry regarding the identity of the beneficiary of the security interest secur - ing the relevant receivable. Usually, such anno - tations are made when enforcement steps are intended to be taken against the obligor of the securitised claim. Greek Law 5123/2024, which introduced the new electronic pledge registry, provides that the specific issues related to the operation of the registry, such as the procedure for submit - ting the agreements to the Hellenic Cadastre, the supporting documents and the fees for registra - tion will be determined by a Hellenic Cadastre BoD decision, which has not been issued yet.
144 CHAMBERS.COM
Powered by FlippingBook