Greece's corporate legislative regime has undergone a significant overhaul. The reforms, which entered into force at the start of 2025, touch every stage of a company's lifecycle – from company registration through to shareholder resolution procedures and board governance. International businesses that maintain a Greek subsidiary, branch, or joint venture face a firm compliance deadline. Those who miss it risk having their corporate acts treated as invalid.
Greece's 2025 corporate law reforms amend the country's primary corporate legislation governing Anonimi Etaireia (Greek public limited companies) and Etaireia Periorismenis Efthynis (private limited liability companies). The changes affect articles of association, registered office requirements, and board of directors governance rules across virtually all incorporated entities. Companies with existing Greek structures must align their constitutional documents with the new rules before the statutory adaptation deadline of 31 December 2025.
This alert explains what changed, which entities are affected, and the five actions international companies should take before the deadline passes.
What changed – scope and effective date of the reforms
The 2025 reforms update Greece's corporate legislation in three principal areas. Each area carries distinct compliance consequences for foreign-owned entities.
Articles of association. The reforms introduce mandatory clauses that must appear in every company's articles of association. Existing articles that predate the reform are not automatically void. However, any article that conflicts with the new mandatory provisions loses legal effect immediately. This creates a silent gap in governance documents. Many boards of directors are unaware their constitutional documents now contain unenforceable clauses.
Registered office rules. Greek corporate legislation now requires a verified registered office address. A post-box address or a nominal domicile arrangement no longer satisfies the statutory requirement. The registered office must correspond to an actual operational or administrative presence. This change affects a large share of foreign-controlled entities that historically used representative addresses.
Shareholder resolution procedures. Remote and hybrid shareholder meetings, introduced provisionally during earlier legislative cycles, are now permanently codified. The rules governing notice periods, quorum thresholds, and voting records have been updated. Shareholder resolution documentation that does not follow the new procedural requirements may be challengeable by dissenting shareholders or regulators.
Board of directors composition and liability. The reforms tighten disclosure obligations for board members. Non-resident directors of Greek companies must now register personal identification details with the Geniko Emporiko Mitroo (General Commercial Registry, known as GEMI). Failure to update GEMI records triggers automatic penalties under corporate legislation.
The reforms took effect on 1 January 2025. The adaptation period for existing companies runs until 31 December 2025. After that date, enforcement becomes active.
Which businesses are affected – threshold criteria
The reforms apply broadly. There is no minimum size threshold. The following categories of international business are directly in scope.
- Foreign companies with a Greek subsidiary incorporated as a public or private limited company
- Joint ventures structured under Greek corporate legislation with a local or foreign co-venturer
- EU and non-EU groups with a Greek branch that has been converted to a locally incorporated entity
- Holding structures that use a Greek entity as an intermediate vehicle for regional investments
- Companies undergoing mergers-and-acquisitions activity in Greece where the target holds a Greek corporate vehicle
Branches of foreign companies are not subject to the same articles of association requirements, but they are affected by the registered office and GEMI registration obligations. Partnerships and civil associations operate under separate legislation and are largely outside the scope of the current reforms.
For groups considering or currently executing transactions in Greece, the state of a target's corporate documents is now a primary due diligence item. An entity whose articles of association have not been updated, or whose registered office is non-compliant, carries legal risk that transfers to the acquirer at closing. For further guidance on structuring transactions involving Greek entities, see our practice overview on mergers and acquisitions in Greece.
To receive an expert assessment of your Greek corporate structure before the December 2025 deadline, contact us at info@ferrazwhitmore.com.
What to do now – five immediate actions
The adaptation window closes on 31 December 2025. The following actions should be initiated without delay.
1. Audit existing articles of association. Commission a legal review of each Greek entity's constitutional documents. Identify clauses that conflict with the mandatory provisions introduced by the reform. Note that a conflict does not always produce an obvious textual contradiction – many gaps arise from omission rather than direct conflict.
2. Verify the registered office. Confirm that the address recorded with GEMI corresponds to an actual operational or administrative presence. If the current registered office relies on a nominal arrangement, arrange a compliant alternative and file the update with GEMI before the deadline. The update requires a shareholder resolution and, in some cases, an amendment to the articles of association.
3. Update board of directors records. Compile identification documentation for all non-resident directors. Submit the required disclosures to GEMI. Where director appointments are themselves overdue for renewal under the company's articles, address the renewal at the same time to avoid a second round of filings.
4. Review shareholder resolution procedures. If the company has held remote or hybrid general meetings since 2023, verify that the minutes and voting records conform to the new permanent rules. Deficient records create exposure in any future dispute or regulatory examination. Adopt updated internal rules for future meetings now.
5. Assess M&A and restructuring implications. If any Greek entity is subject to a pending or planned transaction, acquisition, or group restructuring, the reform compliance status affects deal timeline and documentation. Lawyers advising on Greek corporate matters should factor the adaptation deadline into any transaction timetable drafted before December 2025.
Engaging a lawyer in Greece with cross-border experience is particularly important for groups managing multiple Greek entities simultaneously. A consolidated compliance programme – covering all entities in a single review cycle – is more efficient and reduces the risk of missing a filing for any one entity. For a comprehensive view of the corporate law regime applicable to your Greek operations, our corporate law practice in Greece page sets out the full range of advisory services available.
International companies that have recently encountered similar reform cycles in other southern European jurisdictions will find parallels in approach, though the specific procedural requirements differ. Our analysis of corporate reforms in Portugal offers a comparative perspective on how neighbouring civil law systems have handled similar legislative updates.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law team combines Portuguese civil law expertise with English common law tradition to support international companies managing Greek corporate structures, GEMI compliance, articles of association amendments, and cross-border governance matters. As an international law firm serving clients who need a law firm in Greece with cross-border capability, we coordinate local Greek counsel with our own EU and international advisory capacity. The firm's practitioners have advised on corporate adaptation and restructuring matters across both civil law and common law systems. For a tailored strategy on bringing your Greek corporate structure into compliance before the December 2025 deadline, reach out to info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.