By virtue of Law 5113/2024 (Greek Government Gazette – FEK Α' 96/21.06.2024), articles 38-46 of Law 4548/2018 on Societes Anonymes were amended to introduce provisions to regulate the concept of “dematerialised shares or bonds” of non-listed companies.
More specifically, under the new provisions, dematerialised shares of non-listed companies may be issued or maintained with a central securities depository (c.s.d.), a market infrastructure via use of distributed ledger technologies (d.l.t.) or a settlement system. In line with this new option, related SA Law provisions were harmonised to expressly envisage the acquisition of shareholder’s status in such cases, as well as to regulate the transfer of dematerialised shares by way of special and universal succession and the appropriate registration of such successors with the respective registries (c.s.d., d.l.t., as the case may be). Finally, the evidence of shareholding capacity for the participation in the General Meeting of Shareholders (for holders of dematerialised shares) was equally regulated.
In addition, Law 5113/2024 regulated the issuance of dematerialised bonds and the acquisition of bondholders’ status in such cases. Special provisions were introduced on the evidence of the status of a bondholder in case of dematerialised bonds, as well as on the reinforced duties of the bondholder’s representative which shall be responsible for any cooperation with the relevant registries for the issuance of relevant certificates evidencing bondholder’s capacity.
