Security Alert
On 11.04.2025, new law 5193/2025 (Law 5193) was published bringing significant changes to the Greek capital market legal framework with the aim of making the Greek capital market more attractive to investors. Law 5193 entered into force on 11.04.2025, subject to specific provisions.
Key amendments in line with the EU Listing Act: enhancing access to capital markets for small and medium-sized enterprises (SMEs) and simplifying the regulatory framework
A. No requirement for prospectus for issuances below € 8 million: One of the most important amendments refers to the increase of the threshold for the total exchange value within the Union concerning public offers of securities, for which a prospectus is not required, from € 5 million to € 8 million. This legislative change aims to facilitate the financing of SMEs, as issuing an information memorandum incurs significantly lower costs compared to a prospectus. This amendment is anticipated to increase the number of companies choosing to list on the Athens Stock Exchange (Athex) for capital raising, rather than relying solely on private equity funds for financing. The increase in the threshold aligns with the expansion of the scope of prospectus’ exemptions introduced under the EU Listing Act (Regulation (EU) 2024/2809), which raises the exemption threshold for public offers from € 8 million to € 12 million.
As a reminder, other notable changes brought by the EU Listing Act are the following:
The scope of prospectus exemptions under the EU Listing Act includes as well:
the exemption threshold for listings which has been increased from 20% to 30% in cases where securities are fungible with those already admitted to trading;
the exemption threshold for the listing of non-equity securities by credit institutions which has also been raised for issuances from €75 million to €150 million; and
new exemptions, including for public offers of less than 30% of securities fungible with those already admitted to trading, under specific conditions.
In the same vein, it is noted that the EU Listing Act also amends Regulation (EU) 596/2014 (MAR) and Directive 2014/65/EU (MiFID II). Key MAR changes include raising the managerial transactions reporting threshold to € 20,000, clarifying conditions for delaying insider information disclosure, permitting passive insider trading during closed periods, and simplifying buy-back reporting and trade data disclosure. Under MiFID II and Directive 2024/2811 (replacing the Listing Directive from 5 December 2026), the free float requirement is reduced to 10% (vs. Athex's 25% or, under certain conditions, 15%), and minimum capitalisation is set at € 1 million. Issuer-sponsored research must now follow an EU code of conduct to ensure transparency and independence, and the bundling rule for research and brokerage services has been eased by removing the prior € 1 million capitalisation condition.
B. In addition, the admission to a regulated market or multilateral trading facility (MTF) of shares issued by a foreign issuer which, according to its articles of association and the law of its domicile, is entitled to issue shares with multiple voting rights (MVR), is now permitted. The rationale of the provision is to encourage the listing of, mainly, technology companies on Athex, where the founders do not wish to lose company’s control while seeking for financing. The founders, who possess the expertise, retain control over the company and decision-making, while the other shareholders and investors enjoy the full economic benefits corresponding to their shares. The new regime relates to the relevant provision of the EU Listing Act (Directive (EU) 2024/2810), which introduced the concept of MVR structures for companies looking to list their shares on select financial markets, allowing founders and controlling shareholders to retain greater voting power—securing their influence even as they attract external investors. Given that MVRs are not provided in the local corporate law, such MVRs structures are not currently relevant to issuers established in Greece.
Expanded market oversight and investment framework reforms: key legal developments in the Greek capital markets
Switch from regulated market to MTF
Law 5193 also facilitates the transfer of listed shares from the regulated market of the Athex to the Alternative Market, benefiting issuers who may not meet the regulated market rules but comply with the Alternative Market rules. This can be requested by the issuer itself at its discretion, by way of a shareholders’ resolution with enhanced quorum and majority requirements, or it is imposed by the Athex when the regulated market criteria are not satisfied. In these cases, no information memorandum is required, unless, in the case of the issuer’s resolution, the transfer to the Alternative Market is combined with an offering of shares to the public.
Shareholder identification on the custody chain
Another important change under the new regime, relates to the shareholder identification which may now occur through intermediaries (and not only by the “registered” intermediary as per the wording in law 4569/2018). This amendment is envisaged to harmonise law 4569/2018 with the provisions of (the most recently adopted) law 4706/2020 transposing Shareholder Rights Directive II in Greece in order to provide greater legal certainty and facilitate the enforcement of the identification process across all intermediaries in the chain, whether it concerns a listed or unlisted company, benefiting both shareholders and issuers.
UCITS / AIF modernised framework
New provisions with respect to UCITS have been introduced as well, i.e., the initial registration, suspension of redemption, liquidity risk management tools such as redemption gates, notice period, swing pricing and anti-dilution levies. An important change is the expansion of the capability of the creation and maintenance of UCITS and AIFs omnibus accounts. Along with these updates, new provisions relate to UCITS and AIF unit holders’ identification, the prohibition of asset seizures on UCITS and AIF omnibus accounts, and the transferability of units of UCITS and AIFs. Such new framework will positively impact the UCITS / AIF investment sector by modernisation of custody framework and by enhancing transparency and security for both retail and institutional investors.
Relaxed quorum requirements for changes to listed bonds terms
A targeted amendment to law 4548/2018 on sociétés anonymes introduces a more flexible decision-making framework for bond loans with bonds admitted to trading on a regulated market or MTF. Specifically, it addresses the practical challenges posed by the previous two-thirds (⅔) quorum and majority requirement for modifying bond terms deemed less favorable to bondholders. The new provisions allow for successive bondholder meetings with reduced quorum thresholds—50% for the first convened meeting and 33% for subsequent ones—while maintaining the two-thirds (⅔) majority requirement of represented bondholders and introducing a safeguard whereby opposing bondholders may not represent equal to or more than 25% of the total outstanding voting bonds, in order to pass the change.
Revamping framework of Real Estate Investment Companies
The regulatory framework for Real Estate Investment Companies (REICs) is being revamped. Notably, the provisions of the law governing their operation has been abolished and operating REICs shall comply with the new organisational, capital, and other requirements within one (1) year from the entry into force of Law 5193, otherwise their license may be revoked. For a detailed overview of the related amendments and the new regulatory scheme, please refer to the following newsletter.
Tax incentives
The following tax incentives are aimed at enhancing capital markets:
Super deduction by 100%, up to an income tax benefit of € 200,000, for expenses incurred in the fiscal years 2025, 2026 και 2027, for the listing of very small, small, and medium-sized companies on a regulated market in Greece;
Reduction to 5%, from the previously applicable 15%, of the income and withholding tax rate on interest on listed corporate bonds specified in the law, acquired by private individuals who are tax residents of Greece. The amendment is effective in respect of income acquired after 11 April 2025.
Expansion of existing tax incentives consisting of a deduction from the taxable income of private individuals acting as angel investors of an amount of up to 50% of equity invested in specified Start-ups and Greek venture capital funds managed by Greek companies, to include equity investments in companies which are admitted or are in the course of being admitted on Multilateral Trading Facilities operating in Greece.
New Regulatory Mandates for the HCMC and the Bank of Greece
Enhanced supervision tools
New provisions are introduced to enhance and strengthen the supervisory role of the HCMC and the Bank of Greece (BoG). Notably, the HCMC is now authorised to conduct anonymous investigations and inspections (mystery shopping), in line with practices in other EU member states. Mystery shopping is a market measurement tool used to understand consumer needs in the context of investment services provided by investment firms, with the aim of improving services quality.
Microfinance
In addition, new provisions are introduced to improve the existing regulatory framework for microfinance in Greece, particularly focusing on the European Code of Good Conduct for microcredit provision, which aligns with EU standards. Key changes include simplifying the application process for microfinance institutions, while the framework for liquidation and special clearance procedures is updated to improve efficiency, including measures such as electronic asset sales and clearer rules on asset distribution.
European green bonds and sustainability-related disclosures
New provisions are also introduced outlining the roles and responsibilities of the HCMC and the BoG in overseeing the implementation of EU Regulation 2023/2631, focusing on European green bonds and sustainability-related disclosures. Both authorities are tasked with monitoring compliance, holding necessary supervisory and investigative powers. They are also required to cooperate effectively in enforcing Regulation 2023/2631. In cases of non-compliance, administrative sanctions, including fines, may be imposed. Additionally, both authorities must adhere to guidelines and recommendations issued by the EU competent authorities to ensure effective oversight and enforcement.
Markets in crypto-asset framework
New provisions have been finally adopted to supplement Regulation 2023/1114 on Markets in Crypto Assets Regulations (MiCAR) and Regulation 2023/1113 on Transfer of Funds Regulation II (TFR II). The HCMC and the BoG have been designated as competent authorities depending on the supervised entity or activity. Crypto-asset service provides with registered seat in Greece may seek for authorisation to the HCMC in order to offer crypto-asset services. For a detailed overview of the related amendments please refer to the following newsletter.
Digital Operational Resilience Act
Law 5193/2025 adopts provisions supplementing Regulation (EU) 2022/2554 (DORA) and transposes Directive (EU) 2022/2556 into Greek law, reflecting the new requirements on digital resilience and governance of information and communication technology services of financial sector entities and third-party providers. The HCMC and the BoG have been appointed as competent authorities depending on the supervised financial sector entities and have been entrusted with the necessary supervisory and investigative powers.
It will be interesting to see how the upgrade to the supervisory authority of the HCMC will unfold in practice if the continuing request for increased staff needs remains unsatisfied.
Other legislative updates
Investment firms | Investment intermediation firms
Τhe two senior managers of investment firms and investment intermediation firms that provide only reception and transmission of orders may now hold the certificate relating such services (and not the certificate of investment advice) in line with the proportionality principle.
Law 5193 introduces several legislative amendments and provisions with respect to the framework of debt settlements, financial guarantees, and administrative procedures in Greece. It covers the expansion of criteria for out-of-court debt settlement mechanisms, the extension of government guarantees for asset-backed securities (also known as “Hercules” scheme), and updates to the management of public financial and economic matters. Key areas include the modification of legal frameworks for creditor agreements, the extension of public support programs for vulnerable debtors, and adjustments to procedures for debt collection and fiscal administration. Additionally, it addresses changes in organisational structures within regulatory bodies and the implementation of digital tools for public notifications.