Papatriantafyllou & Thanasenari

Defective General Meeting Resolutions in Greek S.A.s: Voidability, Nullity and Judicial Protection

Papatriantafyllou & Thanasenari — Mon, 29 Jun 2026 11:52:24 +0000

Challenging General Meeting resolutions as a tool for shareholder protection and corporate control

The General Meeting of a Greek société anonyme, or S.A., is not merely a formal corporate body. It is the forum in which some of the most significant developments in a company’s life are decided: share capital increases or reductions, board appointments, approvals of critical transactions, amendments to the articles of association, changes in shareholder balance and resolutions that may determine the company’s strategic direction.

For that reason, defective General Meeting resolutions are one of the most important areas of corporate disputes in Greece. This is not a purely technical issue of company law. In practice, behind a contested General Meeting resolution there may be a shareholder dispute, an attempt to alter the balance of power within the company, a related-party transaction, a challenge to management, or a broader strategic dispute over corporate control.

General Meeting resolutions

Under Article 116 of Greek Law 4548/2018, the General Meeting is the supreme corporate body of a Greek S.A. Its resolutions bind even absent or dissenting shareholders and may affect not only the company’s internal affairs, but also third parties dealing with the company.

A General Meeting resolution forms part of the operation of the legal entity and produces effects that go beyond the relationship between shareholders. This organisational character explains why Greek company law has developed a specific framework for reviewing defective resolutions, mainly through Articles 137, 138 and 139 of Law 4548/2018.

This framework seeks to balance two competing considerations: on the one hand, the protection of shareholders and corporate legality; on the other, transactional certainty and the stability of corporate life.

In a corporate dispute environment, this balance is of considerable practical importance. A resolution may be problematic, but not necessarily easy to overturn.

Voidable, null and non-existent resolutions

Greek law distinguishes between voidable, null and legally non-existent General Meeting resolutions.

Voidability, under Article 137 of Law 4548/2018, is the most common and practically significant form of defect. It covers, among other cases, resolutions adopted in breach of the law or the articles of association, resolutions of a General Meeting that was not lawfully convened or constituted, resolutions adopted without the provision of information that should have been given to shareholders, and resolutions that amount to an abuse of majority power.

Nullity, under Article 138 of Law 4548/2018, concerns more serious defects affecting the resolution. Legal non-existence, under Article 139 of Law 4548/2018, is reserved for cases in which there cannot be said to be a General Meeting resolution with legal existence at all.

This distinction is not theoretical. It directly affects litigation strategy: who has standing, which deadline applies, which claim should be filed, whether interim relief may be available and what evidence must be collected immediately.

Voidability of General Meeting resolutions: the most common field of dispute

Most corporate disputes concerning General Meeting resolutions arise in the context of voidability. This is where issues of lawful notice, constitution of the meeting, quorum, majority, shareholder information rights and abuse of majority power most frequently arise.

However, the court will not annul a resolution for every formal irregularity. It will examine whether the defect was material, whether it affected the shareholder’s participation or vote and whether it infringed the core of the shareholder’s rights. This is where the so-called materiality approach becomes important: not every procedural breach is sufficient to lead to the annulment of a resolution.

This is particularly important when shaping the litigation strategy. A shareholder challenging a resolution must show why the defect is not merely formal, but material. Conversely, the company or the majority defending the resolution must demonstrate that, even if the process was imperfect, the irregularity did not affect the outcome or materially infringe shareholder rights.

The shareholder’s right to information

One of the most frequent areas of conflict is shareholder information. Under Article 137 paragraph 2(a) of Law 4548/2018, a resolution may be voidable if it was adopted without the provision of information that was due, requested by shareholders and related to the matter on which the resolution was adopted.

This rule is connected with Article 141 of Law 4548/2018, which regulates shareholders’ information rights. In practice, the right to information is not a merely procedural formality. It is a tool of corporate oversight. It enables the shareholder to assess the transaction, the financial impact of the resolution, the rationale behind the board’s proposal and, potentially, the existence of conflicts of interest.

However, reliance on lack of information must be specific. It is necessary to examine whether a lawful request was submitted, whether the requested information was connected to the agenda, whether the company’s refusal was justified and whether the failure to provide information materially affected the shareholder’s ability to exercise shareholder rights.

Defective voting, mistake and Article 137 paragraph 5 of Law 4548/2018

Particular interest arises where a shareholder argues that his or her vote was defective due to mistake, fraud or threat. A vote is a declaration of intent, but its impact on the validity of a General Meeting resolution is not assessed in isolation.

Under Article 137 paragraph 5(b) of Law 4548/2018, a General Meeting resolution cannot be annulled because individual votes are null or voidable, unless those votes were decisive for achieving the required majority.

Therefore, even if a vote is independently defective, that alone is not sufficient to overturn the resolution. It must be shown that, without that vote, the required majority would not have been reached. This issue is particularly important in resolutions concerning share capital increases or reductions, changes to the board, approvals of transactions, corporate transformations or decisions that alter the position of specific shareholders.

The four-month preclusive period and the need for immediate action

An action for annulment of a General Meeting resolution is subject to the four-month preclusive period under Article 137 paragraph 8 of Law 4548/2018. The period starts from the date on which the resolution was adopted or, where the resolution is subject to publicity requirements, from its registration with the Greek General Commercial Registry, known as G.E.MI.

This deadline is not a mere procedural detail. It is a substantive limit on judicial protection. If it expires without action, the right to seek annulment may be definitively lost. This is particularly important in practice because, otherwise, the company could remain for a prolonged period in institutional uncertainty as to the validity of a General Meeting resolution. Such uncertainty would be especially problematic in relation to resolutions concerning share capital, board elections, approvals of transactions or corporate transformations.

Greek Supreme Court case law, in particular Supreme Court judgment No. 228/2022, highlights the institutional purpose of this short deadline: legal certainty and the rapid resolution of disputes concerning the validity of General Meeting resolutions. The company, its shareholders and third parties dealing with it cannot remain for an extended period in uncertainty as to whether a critical corporate resolution is valid or capable of being overturned.

For this reason, timely review of the resolution, the minutes, the notice of the meeting, quorum, majority and shareholder information rights is critical. Delay may limit or exclude options that, at an early stage, could have been effective.

Abuse of majority power and minority shareholder protection

Abuse of majority power is one of the most complex grounds for challenging a General Meeting resolution. Under Article 137 paragraph 2(b) of Law 4548/2018, a resolution is voidable if it was adopted through an abuse of majority power, within the meaning of Article 281 of the Greek Civil Code.

It is not enough for the minority simply to disagree with the business decision of the majority. It must be shown that the majority exercised its corporate power in a manner exceeding the limits of good faith, accepted business ethics or the corporate purpose.

Abuse may arise where the majority uses the General Meeting to strengthen its own position disproportionately, weaken the minority, impose changes without adequate corporate justification or approve transactions that raise conflicts of interest.

However, where the resolution also serves a genuine corporate benefit, the analysis becomes more complex. The court must then assess the balance between the benefit to the company and the harm to the minority. Challenging such a resolution therefore requires not only legal argument, but also evidential support regarding the financial and corporate reality of the case.

Related-party transactions and conflicts of interest

General Meeting resolutions concerning related-party transactions require particular attention. These transactions often lie at the heart of corporate disputes, especially where they involve board members, major shareholders or persons exercising material influence over the company.

In such cases, the General Meeting may operate as an approval mechanism, particularly where the board of directors cannot decide due to a conflict of interest. The process, however, must be assessed not only formally, but also substantively. Was there genuine disclosure? Was the transaction in the company’s interest? Was there sufficient transparency? Was the majority used to legitimise a transaction benefiting specific persons?

For minority shareholders, investors and management teams, related-party transactions require enhanced scrutiny. They may become a basis for judicial challenge, but also a field in which the company may need to defend itself against unfounded or strategically motivated challenges.

Interim measures and provisional judicial protection

In certain cases, filing an annulment action may not be sufficient to protect the interests of the shareholder or the company effectively. Where implementation of a General Meeting resolution may create immediate and difficult-to-reverse consequences, interim measures may need to be considered.

Interim relief is particularly important in resolutions concerning changes to share capital, corporate governance, approvals of transactions, distribution of financial benefits, financial statements, dividend distributions, management remuneration, related-party transactions or changes affecting the position of the minority.

Interim relief, however, requires a specific legal basis, a legitimate interest and evidence of risk. The court must be satisfied that there is urgency or a risk of irreparable or hardly reparable harm. Therefore, interim protection should form part of an overall litigation strategy and should not be treated as a standard ancillary step to an annulment action.

Strategic approach to challenging a General Meeting resolution

Challenging a General Meeting resolution is not a mechanical process. It requires immediate diagnosis, selection of the appropriate legal basis, assessment of the available evidence and understanding of the underlying business stakes.

For a minority shareholder, it may operate as a means of protection against abusive resolutions. For the company, it may require a swift defence in order to avoid disruption of its operations. For an investor, a disputed General Meeting resolution may affect due diligence, financing, an acquisition or corporate control.

A proper legal strategy is not limited to the question whether a ground for annulment exists. It includes assessment of timing, procedural tactics, the potential for interim relief, the evidential basis, the relationship with parallel corporate or commercial disputes and the impact of each step on the company.

Conclusion

Defective General Meeting resolutions lie at the core of modern corporate disputes. They do not concern only the formal legality of a meeting. They concern the balance between majority and minority shareholders, the protection of corporate functioning, transactional certainty and, often, the actual control of the company.

In such cases, the value of legal representation lies in the timely identification of the issue, the selection of the appropriate strategy and the ability to connect legal analysis with commercial reality.

In disputes concerning the validity of General Meeting resolutions, speed, precision and a holistic approach may determine not only the outcome of the court proceedings, but also the overall balance within the company.

Related topics:

Annulment of General Meeting Resolutions in Greek S.A. Companies

Disclaimer: This publication is intended for informational purposes only and does not constitute legal advice. Professional legal guidance should always be sought before acting on any information contained herein.

The post Defective General Meeting Resolutions in Greek S.A.s: Voidability, Nullity and Judicial Protection appeared first on Papatriantafyllou & Thanasenari.

Successful Representation before the Supreme Court of Greece in a Criminal Case concerning Breach of Duty

Papatriantafyllou & Thanasenari — Tue, 16 Jun 2026 08:00:25 +0000

Criminal appeal on points of law before the Supreme Court of Greece in a breach of duty case

Papatriantafyllou & Thanasenari successfully represented a defendant before the Supreme Court of Greece in a criminal appeal on points of law concerning breach of duty under Greek law.

The Supreme Court upheld the relevant ground of appeal raised by our firm and partially annulled the contested judgment, specifically in relation to a critical aspect of the defendant’s criminal treatment.

The case concerned issues of participation in a criminal offence, and in particular instigation to breach of duty. The key legal issue was the criminal treatment of a participant who does not personally hold the special status required by law for the principal offender.

The legal issue

In offences where the law requires the offender to have a special legal status, as is the case with breach of duty, the criminal assessment of participation raises complex legal questions.

A person may be held criminally liable as an instigator even if he or she does not personally have the status of a public official. However, the absence of that special status is not legally irrelevant when assessing the appropriate criminal treatment of the participant.

This issue is of practical importance, as the correct application of the rules on participation may materially affect the defendant’s position. Criminal defence, particularly at the stage of an appeal before the Supreme Court, is not limited to challenging the finding of guilt. It also extends to every aspect of the judgment that may affect the defendant’s criminal treatment.

The Supreme Court’s ruling

The Supreme Court accepted the relevant ground of appeal that we had raised and partially annulled the contested judgment, referring the case back for a new ruling on that specific issue.

The decisive point in the Supreme Court’s reasoning was that the defendant had been convicted as an instigator to breach of duty, although he did not personally have the special status of a public official required for the principal offender of that offence.

In light of these circumstances, the Supreme Court held that the trial court should have examined the application of the provisions concerning the reduced criminal treatment of a participant who does not possess the special status required for the principal offender.

Proceedings before the Supreme Court of Greece

Proceedings before the Supreme Court of Greece require a different approach from proceedings before the trial courts.

It is not sufficient to repeat the factual arguments of the case. Effective representation at this level requires the targeted identification of legal errors in the reasoning of the lower court, the precise formulation of grounds of appeal, and the careful connection of legal arguments with the applicable statutory provisions.

Criminal defence and appellate review

A criminal appeal on points of law is a highly demanding legal remedy. When pursued with clear legal focus, it can operate as an effective mechanism for protecting the defendant and ensuring the correct application of criminal law.

At the level of the Supreme Court, criminal defence shifts from the factual assessment of the case to the strict legal review of the contested judgment. Effective representation requires the identification of specific legal defects, a clear distinction between factual findings and issues subject to review on points of law, and the formulation of arguments with precision, consistency and procedural focus.

The post Successful Representation before the Supreme Court of Greece in a Criminal Case concerning Breach of Duty appeared first on Papatriantafyllou & Thanasenari.

Successful Representation in Bankruptcy Proceedings Involving Debts Exceeding EUR 550,000

Papatriantafyllou & Thanasenari — Fri, 05 Jun 2026 11:54:02 +0000

Court Decision Declaring Individual Debtor Bankrupt: Stay of Individual Enforcement Actions and Pathway Towards Debt Discharge

Papatriantafyllou & Thanasenari successfully represented a client in bankruptcy proceedings before the Athens Court of First Instance, securing the acceptance of the bankruptcy petition and the declaration of the debtor as bankrupt.

The decision is of significant practical importance, as it falls within the modern framework of Greek Law 4738/2020 on debt settlement and the provision of a second chance. Through bankruptcy proceedings, a debtor may be placed under a structured legal protection regime, benefiting from the stay of individual enforcement actions, the limitation of creditor-driven recovery measures and, subject to the statutory requirements, the possibility of future discharge from debts.

The Case

The case concerned an individual debtor with overdue financial obligations exceeding EUR 550,000. Following an assessment of the financial and asset-related evidence submitted before the Court, the Court held that the statutory conditions for opening bankruptcy proceedings were met.

Of particular importance was the Court’s acceptance of our position that the debtor was in a state of genuine and permanent inability to meet his financial obligations. At the same time, the assessment of the debtor’s asset position showed that there were no substantial assets capable of meaningfully satisfying creditors’ claims.

On this basis, the Court declared the debtor bankrupt and determined the date of cessation of payments, thereby opening the way for the next stages of the bankruptcy process.

Bankruptcy as a Legal Tool for Protection and a Second Chance

Bankruptcy is no longer merely a mechanism for the liquidation of assets. Under the current Greek insolvency framework, it may also operate as a tool for financial rehabilitation for debtors acting in good faith who are genuinely unable to meet their payment obligations.

The possibility of debt discharge is one of the key pillars of Law 4738/2020. The purpose of the framework is not the unconditional cancellation of liabilities, but the provision of an institutionally structured solution in cases of irreversible over-indebtedness. For individuals, professionals and entrepreneurs who are no longer able to service their debts, bankruptcy proceedings may constitute a critical legal mechanism for protection and reintegration into economic life.

The practical value of such decisions is substantial. A declaration of bankruptcy may represent the first decisive step towards the suspension of individual enforcement actions and the prevention of recovery measures by creditors, banks, loan servicing companies, the State or social security authorities.

For many individuals, self-employed professionals and entrepreneurs, bankruptcy may be the only realistic legal route to bring an end to a cycle of financial deadlock, enforcement pressure and continuous creditor action.

Our Approach

In practice, cases of this nature require careful legal preparation. A successful bankruptcy petition requires comprehensive documentation of the debtor’s financial position, accurate mapping of liabilities, assessment of assets, review of tax and social security data, and a strategic approach to the ultimate objective of the proceedings.

The final objective is not merely the declaration of bankruptcy. It is to create the legal and factual conditions enabling the debtor, at the appropriate time and provided that the statutory requirements are met, to obtain discharge from debts.

No two over-indebtedness cases are the same. In some cases, bankruptcy may be the appropriate route. In others, an out-of-court debt settlement, creditor negotiation, defence against enforcement measures or another private debt management strategy may be more suitable. Selecting the appropriate course of action requires an individualised assessment of the factual, financial and legal circumstances of each case.

Conclusion

This successful court outcome confirms in practice that, where a case is properly prepared and fully presented before the Court, bankruptcy proceedings may operate as a genuine legal tool for protection, financial restructuring and a fresh start for the debtor.

In cases involving inability to pay, accumulated debts, seizures, payment orders or pressure from banks, loan servicing companies, the State or social security funds, timely legal assessment is critical. For individuals, professionals and entrepreneurs, the correct choice of procedure — whether restructuring, debt settlement or bankruptcy — may transform a situation of continuing financial distress into the starting point of a new financial path.

Court Victory in a Commercial Dispute Involving Business Transfer and Piercing of the Corporate Veil

Papatriantafyllou & Thanasenari — Wed, 20 May 2026 12:54:35 +0000

Business Transfer and Piercing of the Corporate Veil as Bases for Liability in Commercial Debt Claims

Papatriantafyllou & Thanasenari secured a significant court victory in a commercial dispute concerning unpaid debts arising from successive commercial transactions, the transfer of a business to another corporate entity, and the personal liability of an individual due to the misuse of the corporate form.

The case is of particular importance for businesses, suppliers and creditors facing situations where a debtor transfers its business, as an economic unit, to another company. In practice, such cases may involve the transfer of the assets and operational elements that constitute a business, including key assets, organisational structure, clientele, goodwill, know-how and ongoing commercial activity.

In such circumstances, substantially the same business may continue through a different legal entity. This does not necessarily mean, however, that the obligations of the company which transferred the business cannot also bind the acquiring company, nor does it mean that the creditor is left without legal protection.

Background of the Case

Our client held claims arising from commercial transactions involving the sale of goods. The original debtor company received the goods but failed to fully settle the outstanding amounts owed.

To protect our client’s interests, we brought proceedings not only against the original debtor company, but also against the company which acquired the business, as well as against the individual who was substantively connected with the operation, management and control of the corporate entities involved.

The Single-Member Court of First Instance of Piraeus, Greece, accepted the legal and factual basis of the claim and recognised the liability of the company that acquired the business. The Court also examined the issue of the individual’s personal liability in light of the misuse of the corporate form.

Liability of the Acquiring Company

A central issue in the case was the continuity of business operations. In practice, a debtor cannot simply transfer its commercial activity to another corporate vehicle and leave behind the obligations connected with the operation of that business.

The Court accepted our argument that the company which acquired the business effectively continued the same commercial activity as the original debtor. The evidence identified, submitted and connected by our firm played a decisive role in this finding. This evidence included the similarity of the commercial activity, the continuation of operations, and the use of the goodwill, clientele and know-how of the previous business.

On this basis, the Court held that the business of the debtor company had been transferred to the co-defendant company and that the latter was liable towards our client for the commercial debts of the transferor company, jointly and severally with it.

Piercing the Corporate Veil and Personal Liability

The case was also particularly significant as regards the liability of an individual standing behind the corporate structures involved.

As a general rule, a company has its own legal personality and separate assets. This means that its obligations are not automatically transferred to its shareholders, partners, directors or managers.

However, separate legal personality is not protected where the corporate form is misused. Where a company is used as a means of avoiding obligations, frustrating the rights of third parties or creating an artificial separation without genuine economic independence, the issue of piercing or disregarding the corporate veil may arise.

In the present case, the Court accepted our submissions and held that the individual exercised de facto control over the original debtor company, directed its commercial activity and managed the financial benefits arising from it.

The Court also accepted that, through the company which acquired the business and in which that individual was the sole participant, the same commercial activity continued, and that the individual represented the company in a binding manner in its dealings with third parties.

In light of these circumstances, the Court held that the use of the separate legal personality of the two companies was abusive and contrary to good faith in commercial dealings. The purpose of this structure was found to be the continuation of the commercial activity while avoiding personal liability towards third parties.

Accordingly, the Court held that the principle of separate corporate personality had to yield, confirming the personal liability of the individual, jointly and severally with the two companies, for our client’s claims.

Importance of the Decision for Businesses and Creditors

This court victory is important for businesses, suppliers and creditors seeking to recover commercial debts.

In many cases, a debtor may appear to cease its activity, transfer its business to another corporate structure, or continue the same economic activity through a different legal entity.

This does not mean that the creditor is left without protection. On the contrary, where there are indications of a business transfer, continuity of business operations or misuse of corporate structures, it is essential to examine whether liability can be established against persons and entities other than the original debtor company.

Our Firm’s Approach

Papatriantafyllou & Thanasenari handled the case with the aim not only of obtaining judicial recognition of our client’s claim, but also of expanding the circle of liability to the persons and business entities that were substantively connected with the continuation of the commercial activity.

The case is a clear example of how careful analysis of the facts, corporate links and business continuity can lead to effective creditor protection and successful recovery of commercial debts through litigation.

This court victory falls within the core of our practice in commercial and corporate disputes, where a strategic litigation approach is often decisive for the effective protection of the client’s interests.

Personal Liability for Company Debts in Greece: Limits on the Liability of Board Chairpersons and General Partners

Papatriantafyllou & Thanasenari — Thu, 14 May 2026 07:43:18 +0000

Joint and Several Liability for Company Debts under Recent Greek Council of State Case Law

The personal and joint and several liability of company officers, members of management bodies and partners for corporate debts is one of the most important issues in the field of tax, social security and business disputes in Greece. In practice, chairpersons of boards of directors, legal representatives, managers, former general partners, or individuals who have at some point held a form of corporate representation may find themselves facing individual payment notices, tax collection assessments and enforcement measures for debts that were not incurred by them personally, but by the company.

The judgments of the Greek Council of State in cases CoS 2474/2025 and CoS 2482/2025 are of particular interest. Both concern related issues of personal liability for company debts and confirm that such liability cannot be extended without limits. On the contrary, personal liability requires a clear statutory basis, a specific legal capacity of the individual concerned, and a strict interpretation of the provisions that allow corporate debts to be pursued against third parties.

Liability of General Partners for Social Security Contributions and Limitation Periods

In CoS 2474/2025, the Greek Council of State examined a case concerning the liability of former general partners for a company’s social security contributions.

The appellants had been general partners in a Greek general partnership for a short period of time and were subsequently converted into limited partners. Many years later, they received individual payment notices from the Greek Centre for the Collection of Social Security Debts (KEAO) requiring them to pay the company’s outstanding social security contributions, on the basis of their former capacity as general partners.

The key legal issue was whether, in such circumstances, the special five-year limitation period under Article 64 of the Greek Commercial Law applied, and whether that limitation period could be interrupted by acts concerning the company itself or another partner.

The Council of State held that the personal liability of a general partner for debts owed by the company to a social security fund is not independently founded on social security legislation. Rather, it derives from the rules of commercial law governing the liability of general partners. Accordingly, the special protective provision of Article 64 of the Greek Commercial Law, which provides for a five-year limitation period, also applies.

According to the Court, that five-year period begins from the withdrawal of the general partner or, as the case may be, from the conversion of that partner’s status into that of a limited partner. Equally important, the interruption of the limitation period must have occurred specifically in relation to the particular partner concerned. It is therefore not sufficient that the company entered into a debt settlement arrangement, or that enforcement measures were taken against another partner.

This finding is of substantial practical significance for former general partners who are pursued, many years later, for social security or other company debts. Previous participation in a partnership does not mean that liability remains unlimited in time, especially where corporate changes, withdrawal from the partnership or a change in the partner’s legal status have intervened.

Chairperson of the Board of Directors of a Greek Société Anonyme and Joint Liability for VAT Penalties

In CoS 2482/2025, the Greek Council of State dealt with a different, but related, form of personal liability for corporate debts. The case concerned the chairperson of the board of directors of a Greek société anonyme, who had been called upon to pay company debts arising from VAT penalties imposed in connection with allegedly fictitious invoices.

The issue was whether the capacity of chairperson of the board of directors, combined with the assignment of duties to represent the company before the tax authorities, was sufficient to establish personal and joint and several liability.

The Council of State answered this question in the negative. It held that provisions imposing joint and several liability must be interpreted strictly, because they constitute an exception to the principle of the separate legal personality of the company and to the general rule that each person is liable for their own debts, not for the debts of another.

According to the judgment, chairpersons of boards of directors of Greek sociétés anonymes are not, by that capacity alone, included in the exhaustively defined category of persons who may be held jointly and severally liable for VAT debts and related penalties. In order for personal liability to arise, the individual must hold a specific statutory capacity, such as that of director, manager, managing director, liquidator or legal representative, as specifically provided by law.

Of particular importance is the Court’s finding that the assignment of specific representation duties before the tax authorities is not, in itself, sufficient to render the chairperson of the board personally liable for the debts of the company, unless it is established that one of the exhaustively listed capacities giving rise to joint and several liability had in fact been assigned to that person.

Common Direction of the Judgments: No Automatic Extension of Personal Liability

The two judgments concern different factual circumstances and different types of companies. The first concerns general partners and social security contributions, while the second concerns the chairperson of the board of directors of a société anonyme and VAT penalties. Nevertheless, they convey a common message: personal liability for corporate debts cannot be imposed automatically.

The administration — whether the tax authority or the social security authority — must establish with precision:

the statutory basis of the personal liability;
the exact legal capacity of the individual concerned;
the period during which that capacity existed;
whether the relevant claim has become time-barred; and
whether specific acts interrupting or suspending the limitation period have taken place.

A general reference to a person as a “member of management”, “chairperson”, “representative” or “former partner” is not sufficient. Personal liability for company debts must be based on a specific statutory provision and on specific, proven factual circumstances.

Practical Significance for Entrepreneurs, Directors and Partners

The judgments CoS 2474/2025 and CoS 2482/2025 are highly relevant for entrepreneurs, board members, company managers, legal representatives, former general partners and individuals who have participated in corporate structures in Greece.

In practice, the service of an individual payment notice or the issuance of a tax collection assessment does not automatically mean that the claim is lawful or that the individual is indeed personally liable. In many cases, serious issues must be examined, including:

whether the individual actually held the capacity relied upon by the administration;
whether that capacity existed at the relevant time;
whether the company debt relates to a period during which the individual bore responsibility;
whether the limitation period has expired;
whether there has been a lawful interruption or suspension of the limitation period; and
whether the acts of the administration are specifically and sufficiently reasoned.

This is particularly important in cases involving tax penalties, VAT, allegedly fictitious invoices, social security contributions, debts to the Greek e-EFKA, individual payment notices, tax collection assessments and compulsory enforcement measures.

Legal Approach

Defending against acts by which corporate debts are pursued against individuals is often a matter of detail and timing. The company’s articles of association, amendments to those articles, minutes of board meetings, the actual exercise of management powers, the date of withdrawal or change in corporate capacity, notifications, debt settlement acts and enforcement measures may all be decisive.

For this reason, every individual payment notice relating to company debts should be reviewed immediately and with specialist legal attention. Timely legal assessment may lead to the annulment of the act, recognition that the claim is time-barred, or limitation of the individual’s personal liability.

Conclusion

The judgments CoS 2474/2025 and CoS 2482/2025 point towards a reasonable limitation of personal and joint and several liability for company debts in Greece.

The capacity of chairperson of the board of directors, previous participation in a partnership, or the assignment of certain representation duties is not always sufficient to establish personal liability. Instead, an individualised assessment is required, covering the statutory basis of liability, the relevant corporate capacity, the time at which the debt arose and the applicable limitation rules.

As part of its work in complex business disputes, Papatriantafyllou & Thanasenari closely monitors developments in Greek case law concerning the personal liability of company officers, partners and entrepreneurs. The firm provides targeted legal support in complex personal liability disputes arising from corporate, tax and social security debts.

The post Personal Liability for Company Debts in Greece: Limits on the Liability of Board Chairpersons and General Partners appeared first on Papatriantafyllou & Thanasenari.

Court Victory before the Hellenic Court of Audit in a Financial Correction and Grant Recovery Case

Papatriantafyllou & Thanasenari — Fri, 08 May 2026 09:22:16 +0000

Successful representation before one of Greece’s supreme courts

Papatriantafyllou & Thanasenari successfully represented its client before the Hellenic Court of Audit, one of Greece’s supreme courts and the country’s supreme financial court, in a complex dispute concerning a financial correction and the recovery of a grant imposed in connection with a co-funded investment programme in which the client company had participated.

In particular, the Tenth Chamber of the Hellenic Court of Audit upheld our client’s appeal in a material part, annulling the contested administrative act insofar as it revoked the decision approving the company’s inclusion in the investment programme, and substantially reducing the financial consequences imposed on the company. The original financial correction and recovery order exceeded EUR 160,000 in total, while, following the Court’s judgment, the recoverable amount was reduced to EUR 50,000.

Background to the dispute

The case concerned a grant paid under an investment project included in a co-funded programme. The administration had imposed a financial correction and ordered the recovery of a significant amount, relying on findings relating to the implementation of the investment project, the eligibility of certain expenditure, and changes in the corporate and business structure of the beneficiary company.

The dispute involved a high degree of technical and legal complexity. It required a combined assessment of public finance rules, EU law, the regulatory framework governing co-funded programmes, corporate restructurings, and the general principles governing administrative action. A central issue was whether the administration’s findings could lawfully justify the revocation of the company’s inclusion in the programme and the recovery of the grant to the extent initially imposed.

The Court’s ruling

After examining the factual and legal circumstances of the case, the Hellenic Court of Audit held that the contested act could not be upheld in its entirety. The Court annulled the act insofar as it revoked the decision approving the company’s participation in the programme and amended the financial correction and recovery order, limiting the final amount to EUR 50,000.

The judgment is particularly significant in an area where such disputes are examined under strict conditions and require a high level of evidentiary and legal substantiation, both in relation to the factual background of the investment and the legal assessment of the audit findings.

The ruling confirms that financial corrections and recovery measures cannot be treated as an automatic consequence of every administrative finding. Instead, a specific assessment is required of the nature of the alleged infringements, their actual impact on the investment project, their causal link with the public funding received, and, importantly, the principle of proportionality.

Significance of the judgment

The judgment is an important example of effective judicial protection for businesses facing financial correction measures, grant recovery orders, and administrative recovery actions. In such cases, the financial exposure is often substantial, while the consequences for the business may extend beyond the immediate amount subject to recovery, affecting liquidity, financial standing, relations with the administration, and the ability to participate in future investment programmes.

The substantial reduction of the financial burden from more than EUR 160,000 to EUR 50,000 represents a significant judicial outcome for our client and demonstrates that even highly complex administrative and public finance disputes can be effectively addressed through a focused legal strategy and well-substantiated advocacy.

Relevance for companies participating in co-funded programmes

The case is of particular practical importance for companies participating in NSRF, EPAnEK, or other co-funded investment schemes. Financial correction acts and grant recovery orders should not be regarded as merely formal or inevitable administrative consequences. Each such measure must be carefully reviewed in terms of its legality, reasoning, proportionality, and connection with the actual circumstances of the investment.

In particular, where the administration imposes full or extensive recovery of a grant, judicial review may prove decisive. The analysis of audit findings, programme eligibility conditions, the factual circumstances of the investment’s implementation, and the financial impact of the contested act is critical to the effective defence of the business.

Our approach

The successful outcome of this case forms part of our firm’s litigation practice in complex business disputes, with a particular focus on high-value matters before administrative authorities and courts.

Our approach combined an in-depth review of the case file, a clear understanding of the regulatory framework governing co-funded programmes, and targeted legal argumentation aimed at limiting the disproportionate consequences of the contested administrative act.

Conclusion

The judgment of the Hellenic Court of Audit highlights the importance of substantive judicial review in cases involving financial corrections and grant recovery measures, particularly where the relevant administrative acts impose significant financial consequences on businesses.

This case confirms that careful assessment of the file, a sound understanding of the applicable regulatory framework, and well-documented legal argumentation can play a decisive role in protecting businesses in complex administrative and public finance disputes.

The post Court Victory before the Hellenic Court of Audit in a Financial Correction and Grant Recovery Case appeared first on Papatriantafyllou & Thanasenari.

Quo Vadis Digital Omnibus: Innovation and Simplification, or Deregulation? – Article by Eleftherios Chelioudakis published in Technology & Communications Law Review

Papatriantafyllou & Thanasenari — Thu, 30 Apr 2026 10:13:57 +0000

Contribution to the legal debate on the Digital Omnibus, the GDPR and Artificial Intelligence

An article entitled “Quo Vadis Digital Omnibus: Innovation and Simplification, or Deregulation?” was published in Issue 4/2025 of the legal journal Technology & Communications Law Review (DITE).

The article is co-authored by Eleftherios Chelioudakis, Attorney at Law, LLM, PhD Candidate at the University of the Aegean and associate of our firm, and Lilian Mitrou, Professor at the University of the Aegean.

Digital Omnibus, GDPR and the AI Act

The article examines the recent legislative initiative of the European Commission concerning the Digital Omnibus, through which the Commission seeks to introduce horizontal amendments to key pieces of EU legislation governing new technologies, data protection and Artificial Intelligence.

The analysis focuses, in particular, on the proposed amendments to the General Data Protection Regulation (GDPR), the ePrivacy Directive and the AI Act, as well as their potential impact on the coherence of EU law and the protection of fundamental rights.

Innovation, simplification and the protection of rights

Particular emphasis is placed on issues such as the definition of personal data, pseudonymisation, the processing of special categories of personal data in the context of the development and operation of Artificial Intelligence systems, access to terminal equipment, and the search for a new balance between innovation, regulatory simplification and legal safeguards.

The publication highlights the importance of systematic academic and professional engagement with developments in European technology law. In an environment where businesses, organisations and professionals are required to adapt to constantly evolving regulatory requirements, understanding changes in data protection law and Artificial Intelligence regulation is of significant practical and strategic importance.

Our firm’s approach

The participation of a member of our firm in this academic contribution reflects our consistent focus on complex legal issues involving technology, regulatory compliance, data protect i on and emerging forms of business risk.

It also reflects our commitment to actively monitoring European regulatory developments affecting businesses, technology and the protection of rights.

The article by Eleftherios Chelioudakis is included in Issue 4/2025 of Technology & Communications Law Review (DITE) and is available (in Greek) here.

See also other articles by Eleftherios Chelioudakis:

The legal journal Technology & Communication Law (DITE) features an article by Eleftherios Chelioudakis

The post Quo Vadis Digital Omnibus: Innovation and Simplification, or Deregulation? – Article by Eleftherios Chelioudakis published in Technology & Communications Law Review appeared first on Papatriantafyllou & Thanasenari.

Elli Thanasenari Joins ICC Hellas (International Chamber of Commerce)

Papatriantafyllou & Thanasenari — Wed, 25 Mar 2026 11:24:38 +0000

Elli Thanasenari, Partner at Papatriantafyllou & Thanasenari, has joined ICC Hellas

This development reinforces the firm’s international focus and its active role in institutions shaping the global business and legal landscape.

About the ICC

The International Chamber of Commerce (ICC) is the leading global organisation representing the international business community, with a presence in over 170 countries. It plays a central role in facilitating cross-border trade and in developing the rules that govern international commerce.

In Greece, ICC Hellas operates as the organisation’s national committee, supporting international business activity and strengthening the connection between the Greek market and the global economy.

International Dispute Resolution

The ICC is a leading institution in international dispute resolution. Through the International Court of Arbitration, it administers arbitration and alternative dispute resolution (ADR) proceedings and is widely recognised as one of the most established and reliable fora for complex commercial disputes.

Its mechanisms are routinely used by businesses and investors to resolve cross-border disputes, offering procedural flexibility, specialist expertise and internationally enforceable outcomes.

Alignment with the Firm’s Practice

The firm’s engagement with the ICC aligns with its core practice of handling complex, high-stakes business disputes, including cross-border matters.

Elli Thanasenari’s participation forms part of the firm’s broader strategy to strengthen its international presence and expand its involvement in high-value, complex disputes. It also reflects Papatriantafyllou & Thanasenari’s commitment to remaining closely connected to institutions and developments that shape the modern business environment and international dispute resolution practice.

Papatriantafyllou & Thanasenari focuses on business litigation and complex disputes, closely tracking developments in international commercial law and arbitration and applying that expertise in representing its clients.

The post Elli Thanasenari Joins ICC Hellas (International Chamber of Commerce) appeared first on Papatriantafyllou & Thanasenari.

Annulment of Auction Due to Error in Bid Submission by the Highest Bidder

Papatriantafyllou & Thanasenari — Thu, 12 Mar 2026 11:27:16 +0000

Annulment of electronic auction following legal challenge due to a manifest error in the submission of a bid

In a recent decision, the Athens Court of First Instance upheld an application challenging acts of enforcement proceedings and annulled a forced auction report, finding that the adjudication of the property had been based on a manifest error during the submission of the financial bid by the highest bidder.

The decision was issued following an application filed by Papatriantafyllou & Thanasenari in the context of representing the bidder in the relevant judicial proceedings.

The ruling followed earlier court proceedings in which a suspension of the obligation to pay the auction price had been granted. The case highlights the importance of timely legal action in situations where the outcome of an auction procedure does not reflect the genuine intention of the participants.

Factual Background

The bidder participated in an electronic auction with the intention of acquiring a property. During the bidding process, a bid of €1,600,010 was mistakenly entered on the electronic platform instead of the intended amount of €160,010.

As a result, the property was awarded at a price significantly exceeding its market value.

Despite immediate objections and requests for correction submitted after the error was identified, the mistake was not rectified. Consequently, the bidder faced the risk of losing the guarantee deposit corresponding to 30% of the starting bid, as well as the possibility of being subject to enforcement measures for the excessively high adjudication price.

In order to protect the bidder’s rights, an application challenging the enforcement acts was filed, arguing that the adjudication had been based on a manifest error that did not reflect the bidder’s true intention.

The case was addressed through a combined procedural approach, involving an application for suspension and subsequently an application challenging the enforcement acts, in order to prevent the disproportionate financial consequences resulting from the erroneous adjudication of the property.

The Court’s Reasoning

The Court accepted the arguments raised and held that there had been a manifest and proven error in the submission of the bid, caused by an incorrect entry during the use of the electronic auction platform.

According to the Court, the submission of a bid amount that does not correspond to the bidder’s actual intention contravenes the principles of good faith and fair dealing, particularly in light of the evident disproportion between the submitted bid and the actual value of the property.

The Court emphasized that auction procedures must reflect the genuine economic intention of the participants and must be conducted in a manner that safeguards the substantive legality of the process.

On that basis, the Court upheld the application and annulled the forced auction report, concluding that the adjudication had been based on an error that materially distorted the outcome of the procedure.

Significance of the Decision

The decision is of particular interest for the practice of electronic auctions, as it demonstrates that even in fully automated procedures courts may examine the substantive legality of the process where circumstances arise that distort the genuine intention of the participants.

At the same time, the ruling confirms that applications challenging enforcement acts constitute a critical legal remedy for the protection of the rights of parties involved in enforcement proceedings.

The case also illustrates the importance of timely and targeted legal action, both at the stage of seeking suspension and at the stage of challenging enforcement acts.

Resolution of a €3.1 Million Commercial Dispute in the Food Industry

Papatriantafyllou & Thanasenari — Mon, 02 Mar 2026 10:59:27 +0000

Strategic Settlement of a High-Value Commercial Claim (€3.1 Million)

Our firm successfully advised on the resolution of a high-value commercial dispute involving total claims of €3.1 million in the food trading sector.

The matter arose from a long-standing commercial relationship between our client — an industrial food distribution company — and a company operating in the same market. The parties had entered into successive product sale agreements over several years. Substantial outstanding and due receivables emerged from this relationship, ultimately evolving into a complex commercial dispute with significant financial and strategic implications.

The dispute initially proceeded through litigation. The Multi-Member Court of First Instance issued a judgment recognizing €2.6 million as due and payable to our client. The remaining €500,000 concerned subsequent commercial transactions carried out under a later agreement.

Given the size of the claim and the duration of the dispute, a timely and commercially viable resolution became critical. Both companies sought not only final settlement, but also the continuation of their commercial relationship on a stable and sustainable basis.

From Litigation to Structured Settlement and Immediate Recovery of €2.6 Million

Although enforcement proceedings were legally available, continued compulsory execution would likely have resulted in protracted, costly, and commercially uncertain proceedings, particularly as to the actual amount recoverable. There was also a tangible risk that sustained financial pressure could undermine the debtor company’s viability, thereby jeopardizing full recovery.

Our client — as a principal supplier of the debtor — had a strategic interest not only in maximizing recovery, but also in preserving the underlying commercial relationship within a viable framework. The solution therefore had to balance legal security with long-term business continuity.

With our strategic involvement, a financing structure was arranged through a bond loan facility granted by a banking institution. A portion of the loan proceeds was disbursed directly to our client.

To enable this financing, existing mortgages granted in favor of our client were released, allowing the registration of a first-ranking mortgage in favor of the financing bank.

This structure achieved a commercially balanced outcome:

Our client secured immediate recovery of the substantial majority of the outstanding amounts.
The debtor avoided disruptive enforcement measures.
New financing was secured.
Business continuity was preserved.
The commercial relationship continued under a restructured and legally safeguarded framework.

Key Terms of the Settlement

The agreement included the following critical elements:

Express and unconditional acknowledgment of the entire debt as liquidated, valid, and due.
Full waiver by the debtor of any defenses, counterclaims, or appellate remedies against the relevant court judgment.
Reduction of the claim from €3.1 million to €2.6 million, strictly conditional upon full and timely payment.
Lump-sum repayment through the bond loan facility structured with our involvement, with direct disbursement to our client.
Automatic reinstatement clause: in the event of non-payment, the full original claim becomes immediately due and payable, with unrestricted enforcement rights.

The agreement was carefully structured so that the partial debt waiver operated solely as an incentive for immediate performance, rather than as an unconditional loss of claim.

Commercial risk was effectively managed, and our client’s legal position remained comprehensively protected.

Business Impact

The settlement resulted in:

Immediate and substantial liquidity recovery for our client.
Definitive resolution of a long-standing commercial dispute.
Restoration of business stability between the contracting parties.
Preservation of full legal safeguards in the event of breach.

In large-scale commercial disputes, success is not measured solely by obtaining a favorable judgment. True effectiveness lies in converting legal leverage into immediate, measurable, and economically sustainable outcomes. This requires a combination of assertive litigation strategy and targeted negotiation designed to secure tangible results.

This matter reflects the approach of Papatriantafyllou & Thanasenari in high-value business disputes:
robust representation, commercially sound structuring, and a clear focus on delivering immediate and measurable results.

The post Resolution of a €3.1 Million Commercial Dispute in the Food Industry appeared first on Papatriantafyllou & Thanasenari.