For the legalization of the representatives of a Societe Anonyme, the documents hereinbelow are required:
1. An official copy of the original deed of incorporation or of the codified text thereof (in case of amendments or when it is aligned with the new Law on Societes Anonymes after 31/12/2019) bearing the registration seal with GEMI (General Electronic Commercial Registry) or the Company Register or digitally signed, as well as the Government Gazette in which a summary thereof is published; otherwise the relevant decision (where required) and the announcement of the competent Authority or One-Stop Shop.
2. A true excerpt of the minutes of the General Meeting of Shareholders regarding the election of the regular members of the company's Board of Directors, duly signed by the relevant officers, as per the company's Articles of Association or a copy digitally signed by GEMI, including a) the published shareholders' invitations, b) the GM agenda, and c) a detailed description of the share capital represented thereat.
- Societes Anonymes listed on the Stock Exchange are required to post the invitation to the GM on their corporate website, and it is disclosed under article 122 par. 3 of Law 4548/2018.
- In the event of temporary directors' election by the Board of Directors, the company shall furnish the relevant Board minutes communicating this election. The General Meeting may replace the temporary directors, even if no relevant item is included in the agenda.
- In the event that the Articles of Association provide shareholder(s) with the option to appoint Board members, it must be stated in the Board minutes that the notice for the exercise of the said right was disclosed to the company 3 full days before the General Meeting.
- In the event that the Articles of Association provide for the possibility of electing a legal entity as a member of the Board and the General Meeting elects a legal entity as a member of the Board, the said legal entity is obliged to appoint, by a decision of its competent body and within 15 days of its election, an individual to exercise its powers, and this appointment shall be subject to publication requirements.
In this case, the following are required: a. Minutes of its competent body on the appointment of the individual and b. the announcement of filing of this appointment with GEMI.
NOTE: In the event that the said decision is not taken within the said deadline, the legal entity is deemed to have resigned from its position as Board member.
- The Chairman of the Board can be appointed by the Articles of Association or the General Meeting.
- In the case of small and micro Societes Anonymes an Administrator is elected and the General Meeting can set out his/her powers.
3. The minutes of the Board of Directors' Meeting (with reference to the names of the Directors present and of the Directors absent, though invited), duly signed by the relevant officers as per the company's Articles of Association, or a copy digitally signed by GEMI, regarding the Board's constitution into a body and the powers and authorities conferred upon the persons designated to conduct the company’s financial transactions, along with the relevant Government Gazette, or the respective announcement of filing with the competent Registry.
- It is recommended that the Board representatives are granted, further to general authorities, the authority to enter into and undertake obligations on behalf of the company as per the relevant Board/General Meeting resolution (when the latter elects an Administrator), stating that the representatives are also authorized to carry out the following: "Open bank accounts; withdraw cash money instruments, dividend coupons and interest coupons; collect money transferred or otherwise due to the company; issue, accept, endorse and pay up bills of exchange, promissory notes and cheques; take delivery of shipping documents; enter into agreements with banks re opening documentary credits; issue letters of guarantee on behalf of the company or any third party, legal or natural person, and addressed to any legal or natural person; collect bills of lading with pledged advance payment; rent safe deposit boxes; enter into loan agreement and provide credit through open account with personal collateral for the increase of the existing credit line and/or secured by mortgages or promissory notes or any pledge whatsoever, and use such credit line (by issuing cheques, transferring funds or withdrawing money) and the safe deposit boxes rented by the company; provide collateral to secure in general claims against the company, on movable or immovable property, i.e. any pledge such as mortgage, prenotation or ship mortgage on the company's ships; supply guarantees on behalf and for the account of the company in favor of any third party, legal or natural person and addressed to any legal or natural person; recover pledged items and discharge letters of guarantee; lease and use safe deposit boxes and terminate such agreements; in general perform any management act. Note that the acts listed hereinabove are indicative and without limitation".
- The said Board of Directors' meeting minutes are not required where, at the time the company was incorporated, the first Board of Directors' Chairman, Vice-Chairman, Chief Executive or Managing Director, or persons with other capacity and authorities (representing and legally binding the company) are determined on the basis of the Articles of Association.
- By resolution of the Board or pursuant to the Articles of Association, if the Articles of Association allow, an Executive Committee can be set up, with certain powers or responsibilities of the Board assigned to it.
4. A recent General GEMI Certificate regarding any amendments to the company's Articles of Association.
5. A recent GEMI Certificate regarding the company's representation.
6. A recently issued declaration signed by the company's legal representative stating whether the company is listed on the Stock Exchange of another country.
7. A statement recently signed by the company's legal representative stating the full names of the company’s shareholders, the number of shares they hold and the exact percentage of the share capital, as at the date the company's legalization documents are filed with our Bank; otherwise a recent true copy of the company's share register.
A recent document evidencing the group structure should be provided in the event that the company belongs to a group of companies.
- For brokerage, investment services providers, mutual fund managers, investment portfolio companies, wealth managers and investment intermediaries, the relevant Capital Market Committee decision whereby their operation is licensed is also required.
Specifically, gaming service providers, payment institutions, electronic money institutions and other financial organizations or representatives thereof subject to supervisory oversight by the BoG or the Hellenic Gaming Commission, should submit the decision by the competent Supervisory Authority regarding the granting of a business license or registration with the Registry of Supervised Institutions
- For a single-owner Societe Anonyme that is established by only one shareholder/legal entity or becomes single-owner upon consolidation of all shares into the ownership of a legal entity, a recent certificate issued by a domestic or foreign competent Authority stating the details and the existing status of the single shareholder/legal entity is also required.
- In the case of non-listed Societes Anonymes, whose shareholder is a legal entity it is necessary to supply a recently issued declaration of the company's legal representative stating the individual(s) that is/are beneficial owner(s) of the company shares, i.e. the individual(s) that actually own the company or control it by possessing or controlling, directly or indirectly, a sufficient percentage of company shares or voting rights or other ownership rights, including, inter alia, through non-registered shares or control through other means. When foreign legal entities are involved as shareholders, a recently issued certificate of the competent Companies’ Registry or the true beneficiaries in the company’s country of establishment regarding the shareholder structure of the company/shareholder (Certificate of shareholders) should be submitted.
The above do not apply for Societes Anonymes listed on the Stock Exchange.
In addition, in the event that the legal entity/shareholder is a listed company, it is necessary to supply a recent relevant declaration stating the relation between the companies and the Stock Exchange where such stocks are traded.
Note: An individual holding more than 25% of the company’s share capital or ownership rights is considered to have direct control of the company.
A company holding more than 25% of the company’s share capital or ownership rights is considered to have indirect control of the company if the former is controlled by an individual or individuals or more companies controlled by the same individual(s).
Note: As regards foreign legal entities, the documents provided should include the trade name of the foreign legal entity and the details of the individuals/beneficial owners in Latin characters.
As regards individuals who are involved with the company and act as (a) legal representatives, (b) principal shareholders, (c) other shareholders holding 25% or more, and (d) beneficial owners, the following documents are further required to certify and verify their identity:
1. Copy of Greek or another EU National ID card or valid passport and
2. Original or copy of a utility bill to verify the home address.
In addition, the legal representative should further provide:
1. A document issued through TaxisNet to certify a tax ID number in Greece or document evidencing country of taxation issued by the competent local tax authority, if a TIN in Greece is not available.
2. Copy of landline phone or mobile phone bill.
Note: After checking the documents provided, the Bank is entitled to request further documents, if deemed necessary to complete the process.