Main parameters that differ between SA and P.C
- The amount of the share/corporate capital required by law: In S.A. a minimum share capital of 24,000 euros is required. IKE is also established with a corporate capital of one euro.
Note: In case of conversion to a joint-stock company, a limited liability company and a private capital company, for the minimum capital and the verification of the value of the property, article 123 applies accordingly (verification of the value of the property of the company under conversion by the persons of the . 3 of article 17 of Law 4548/2018. – valuation report by two certified auditors or auditing company or, as the case may be, by two independent certified appraisers).
- The type of contributions of the shareholders/partners: In S.A. shareholders contribute either cash or assets that can be valued in money. In P.C, the partners can contribute, in addition to the above two elements, their personal work. Also, their contribution may be "guarantee", i.e. their contribution may consist of assuming responsibility for the repayment of P.C's corporate debts up to the amount they choose.
- Management bodies: S.A. it is managed by its Board of Directors, which consists of at least three members (it can, of course, assign the power of management to a single person for certain matters, as long as this is provided for in the company's Articles of Association). PC is usually managed by a single person, its Administrator.
- Duration of the term of office of the administrative bodies: The term of office of the members of the Board of Directors. it cannot exceed six (6) years, with the exception of the case in which the term of office of the Board of Directors is extended until the end of the period within which the next regular General Meeting of the company should be convened. In practice, the SAs elect a new Board every five years and form it into a body (this is required even in the event that the exact same persons are finally elected). In P.C, the term of office of the Administrator can be of indefinite duration (so the need to amend its Statute will only arise if for any reason there is a need to change or replace the Administrator).
- SA General Assembly – Body of P.C partners: The formalities for convening the General Assembly of the SA are much more complicated and time-consuming compared to the corresponding formalities of the above body in the P.C.
- Illustration of the corporate participation in shares: The above illustration is provided only for SAs, and the issued shares are securities. On the contrary, any document regarding the corporate shares of a partner of P.C has only a confirmatory - evidentiary character
- Restrictions on transfer of shares/company shares: Restrictions on transfers of SA shares are valid only for registered shares and only for transfers during life and not on death. Any restrictions stipulated in the P.C will apply to all corporate shares and to all types of transfers (during life or cause of death), and may reach up to the prohibition of transfer.
- Minority shareholder/partner protection: In the IKE, a statutory clause can introduce the rule of double majority of capital and heads which also applies to the LtD. This means that if this rule is adopted, in a two-member P.C the one who has contributed 99% of the company capital, will not be able to take a single decision, unless he has previously secured the positive vote of the partner who has contributed 1% of the corporate capital. The minority shareholder of the SA in no case has the "power" of the minority partner of the P.C. In order to protect the minority shareholders, the required percentages of simple and extraordinary statutory quorum and majority can only be increased. And in this case, however, restrictions are set by law, since e.g. the statutory percentages of simple quorum and majority should in any case be lower than the percentages of increased quorum and majority defined by law, in order to maintain the principle of differentiation between the two types of General Assembly (simple or extraordinary respectively).
Karamanos G. Nikolaos
Economist & Tax advisor
at AFS #mazimegalonoume
