Provision of a guarantee under Article 99 et seq. Law 4548/2018 between affiliated companies.

18.4.2019 – Spilios Spiliopoulos and Partners Law Firm acts on behalf of affiliated limited liability companies, one of which is based abroad, for the purpose of legal coordination and supervision of the procedures for the provision of guarantee pursuant to Articles 99, 100 and 103 of Law No. 4548/2018 on limited liability companies.
In this context, our law firm drafts the relevant decisions of the competent bodies of the company providing the guarantee (minutes of the Board of Directors), on the granting of the authorisation of the transaction with a related party and takes all the necessary legal actions to complete this purpose.
To provide a guarantee to a related party, the Board of Directors (BoD) of the Company must give SPECIAL AUTHORISATION for the contract to be drawn up. This decision of the Board of Directors must be published in the General Register of Companies. Within ten days of publication, 5% of the shareholders may request that a general meeting be convened to decide on the issue of granting the authorization.
A contract for which the board of directors has granted authorization shall only be considered definitively valid after the expiry of the above ten (10) day period or after the authorization has been received by the general meeting or after all the shareholders have declared in writing to the company that they do not intend to request the convening of the general meeting.
In listed Companies, the decision of the board of directors or the general meeting shall be taken on the basis of a report by a certified public accountant or audit firm or other third party independent of the Company, which evaluates whether the transaction is fair and reasonable to the Company and the shareholders who are not related parties, including minority shareholders of the Company, and explains the assumptions on which it is based, together with the methods used.