Article 907 of the Civil Code constitutes a "misunderstood" provision, which has been criticized as few in the civil code. Nevertheless, the analysis of its purpose and function highlights its key role in preventing transactions which are contrary to public policy in addition to the equally key provision of Article 178 of the Civil Code. Both deny the protection of the legal order in transactions which are contrary to public policy (either during the preparation, article 178 of the Civil Code, or during their reversal, article 907 of the Civil Code) and thus expose the parties to increased property risks, which tend to act as a deterrent to the conduct of said transactions. In particular, article 907 of the Civil Code makes transactions which are contrary to public policy risky for the parties involved and especially for the one who pre-delivers, as this provision prohibits the reversal of such transactions in case their purpose is not achieved.

The study is a developed version of a presentation of the same name presented by the author to the Association of Urbanists at the meeting of 24.11.2022.

It was published in the journal EfADPolD, issue 2/2023 (p. 150) and you can find it at the following link.

EFAPOLD 2023, 150 – 907 AK, concept and content

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.

The object of this paper (in Greek) is the concept (and the extent) of compensation in case of damage of a thing, which leads to a temporary loss of its use. The conclusion drawn is that anyone who, as a result of a harmful event, is deprived of the use of a thing must be compensated for the lost use. The right to compensation is independent of whether the owner bears any cost for a replacement.

To download the paper (in Greek) press here.

Pursuant to Law 89/1967, as currently in force, a foreign company can establish a Representative Office (hereinafter “Rep. Office”) in Greece under the following conditions:

i. A permit by the Ministry of Development is required. Usually, the permit is issued after two (2) months upon filing of the application provided that the supporting documentation of the application is complete. Upon issue of the permit, approximately an additional month is required for the registration with the Tax Authority and for acquiring a VAT number.

ii. A Rep. Office cannot be established for commercial activities.

More specifically, according to Art 1 of Law 89/1967, a Rep. Office can only be established for the following (non-commercial) activities:

(a) consulting services;
(b) centralization of accounting services;
(c) control of production, products, procedures and services,
(d) preparation of studies, designs and contracts;
(e) advertising and marketing services;
(f) data processing;
(g) receipt and supply of information;
(h) research and development services;
(i) software development;
(j) computer programming and IT systems support;
(k) storage and management of files and information;
(l) storage and management of files and information excluding execution of transports by own means;
(m) management and training of human resources;
(n) call center activity;
(o) computer-based telephone information.

iii. A fixed profit margin that is calculated on the basis of gross expenses (so-called cost-plus basis) is applied for the taxation of the Rep. Office. The profit margin is set by the Ministry provided that the applicant files a study on the calculation of the profit margin. Cost-plus basis cannot be under 5%.

iv. The Rep. Office must have a minimum of € 100.000 in yearly expenses.

v. It must employ at least 4 employees, one of which can be employed only part-time; these 4 employees must be hired within a year upon issue of the permit.

vi. Every five years upon issue of the permit a revised study on the cost-plus basis shall be filed to the Ministry of Development.

vii. The Rep. Office must file a yearly report to the Ministry of Development on the activities of the Rep. Office in the past year (e.g. inflow of funds, expenses, taxable income; staff employed).

This article is available only in Greek

This article is available only in Greek.

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