Law 4403/2016 (published on 7.7.2016 in the Government Gazette issue Α No. 125) transposes into
national law the provisions of articles 19, 20, 29, 30, 33, 35, 40-46 of EU directive 2013/34/EU, and
the provisions of EU directive 2014/95/EU; such provisions introduce amendments amongst other,
regarding the annual general assemblies of SAs, LLCs and PCs, the publication of the annual
financial statements and the management reports of special corporate forms. In particular, the
most basic amendments introduced by L. 4403/2016 are summarized as follows:

  • The Annual General Assemblies/Partners’ Meetings of capital companies (SAs, LLCs, PCs) with fiscal years ending subsequently to the effective date of the aforementioned law, i.e. after 7.7.2016, will henceforth mandatorily convene no later than on the tenth (10th) calendar day of the ninth (9th) month from fiscal year end.​
  • With regards to the publication of the financial statements of capital companies, the new lawabolishes the obligation for publication thereof twenty (20) days prior to the Annual General Assembly/Partners’ Meeting, and henceforth the capital companies (SAs, LLCs and PCs), as well as those partnerships where all direct or indirect partners have limited liability must publish with the Corporate Registry (GEMI):

          (a) their annual financial statements, as approved by the Annual General Assembly or the Partners’ Meeting,
      (b) their management report, and 

          (c) the report of their statutory auditors (where applicable) within twenty (20) days from approval thereof
by the Annual General Assembly/Partners’ Meeting.

  • ​​The obligation for publication of the ​management report does not apply to micro undertakings in the form of SAs (except for those constituting public-interest entities according to Annex A of L. 4308/2014). For
    purposes of the said provisions, the companies are classified per their size pursuant to art. 2 of L. 4308/2014.
  • Article 43a of C.L. 2190/1920 re SAs was replaced in its entirety, with regards to the contents and the information which must be provided in the annual Management Report whereas according to the amended art. 43a (as currently in force), the contents of the management report differ depending on the
    size of the company and, depending on whether the company under consideration is a subsidiary of another company which concludes a consolidated management report or a separate report. It is also provided that micro undertakings in the form of SAs are excluded from the obligation to conclude a management report (exception made to companies which constitute public-interest entities according to
    Annex A of L. 4308/2014), provided that the information regarding acquisition of owned shares is included in the notes to the financial statements or at the bottom of the Balance Sheet. For the purposes of the said provisions, the companies are classified per their size pursuant to art. 2 of L. 4308/2014.
  • The new article 43a of C.L. 2190/1920 regarding the contents of the management report applies henceforth accordingly to LLCs, PCs as well as to those partnerships where all direct or indirect partners have limited liability – this being the case of legal entities under the legal form of an SA, LLC, limited partnership by shares or PC.
  • New article 43bb in C.L. 2190/1920 is added following art. 43b, regarding in specific SAs with transferable securities admitted to trading on a regulated market; said article specifies the contents of the corporate governance statement which must be incorporated in the management report of said companies. The contents of the corporate governance statement differ September 30, 2016 depending on the size of the company, as this is specified in L. 4308/2014. It is further clarified that the scope of this article extends also to those partnerships where all direct or indirect partners have limited liability – this being the case of legal entities under the legal form of an SA, LLC, limited partnership by shares or PC.
  • A new article 107Α is added in C.L. 2190/1920, under the scope of which fall the groups of companies being obligated to conclude consolidated financial statements, according to articles 31, 32, 33 of L. 4308/2014. The said article contains special provisions regarding the contents of the management report and those of the respective consolidated report of the companies falling under the scope thereof.

Contact:

For any further comment or query, please contact Claire Pavlou, +30 210 8171551.
E-mail: [email protected] (Athens office)