The present study examines the question of whether the restrictions on the transfer of shares set by the articles of association of a limited company pursuant to Article 43 of Law 4548/2018 also cover the provision of security over the shares in the form of either a pledge or a security (trust) transfer. If the answer is in the affirmative, the owner of the restricted shares may not create security over them without first complying with the conditions laid down by the articles of association for the transfer of the shares; if he does so, the security will be void.
The question is initially examined in relation to the pledge, both of the civil code and of the decree of 17.7/13.8.1923 and of Law 3301/2004, and subsequently in relation to the fiduciary (ex-insurance) transfer. The question is examined specifically with reference to the SA, but the considerations listed are basically also applied to the corresponding limitations set by the statutes of other types of limited liability companies.
The study rejects the prevailing opinion that the creation of a pledge is captured by the statute's restrictions on the transfer of shares and argues that the creation of a pledge is essentially free. It is similarly argued that a security transfer is permitted even without compliance with the terms of the articles of association of the SA, as long as the transfer is either entered in the register of the company's shareholders after the secured debt has become due and payable or has been subject to the condition that the debt will become due and payable.
To download the study (in Greek) in pdf click here.