Director changes in Greece: Steps, risks, and compliance

Changing a company director in Greece is more than a procedural update, it’s a legal process that involves corporate governance, regulatory compliance, and public disclosure. Whether the reason is strategic realignment, resignation, or corporate restructuring, following the correct steps is essential for a smooth and lawful transition.

Understanding legal foundations and internal rules

Before taking any action, you must review the company’s Articles of Association (AoA). These documents define the internal procedures for appointing or removing directors. Failing to follow them could result in invalid resolutions or future disputes.

At the same time, directors must comply with Greek corporate law, especially Law 4548/2018 for Sociétés Anonymes (S.A.) and the Civil Code. These laws govern board structure, director duties, and corporate decision-making. It is strongly recommended to consult legal counsel during this stage.

Conduct due diligence and coordinate internally

Never treat director changes as a formality. Begin with due diligence on the incoming director. Verify their qualifications, professional history, and check for any disqualifying conditions such as criminal records or conflicts of interest.

At the same time, involve internal stakeholders early. Notify the Board of Directors and shareholders, and circulate draft resolutions and meeting notices in advance. This promotes transparency and helps secure internal consensus.

How are directors appointed or removed?

The procedure depends on whether the change involves an appointment, resignation, or removal.

Typically, shareholders appoint or remove directors during a General Meeting, while the Board of Directors manages changes to the managing director role. All decisions must be recorded in official meeting minutes, showing the votes and reasons behind the change.

After approval, the company must file the change with GEMI (General Commercial Registry) within 20 days. This step ensures that the public record reflects the company’s current governance structure.

Prepare the required documents

To register a director change with GEMI, companies must submit several documents:

  1. Shareholder or board meeting minutes
  2. Acceptance letters (for new directors) and resignation letters (for outgoing ones)
  3. Passport or ID copies
  4. Power of Attorney (PoA) if a representative handles the filing
  5. Declaration of tax representation
  6. Proof of submission and Tax Identification Number (TIN) issuance documents

For non-resident directors, a notarised and apostilled PoA is required to appoint a Greek tax representative and complete the TIN application.

What if the director is a foreign national?

Appointing a foreign national as a director is permitted. EU/EEA citizens benefit from freedom of movement, but non-EU nationals may need a residence permit, work visa, or additional approvals, depending on the sector.

GEMI filings must include the new director’s nationality, home address, and passport number. The company must also update internal records, tax registrations, and other corporate disclosures.

Additionally, consider the tax implications. If the foreign director becomes involved in day-to-day management, the appointment may trigger Greek tax residency rules or impact the company’s international tax obligations.

Compliance with UBO and public disclosure obligations

If the new director has significant control over the company, you must update the Ultimate Beneficial Owner (UBO) register within 60 days. Delays can lead to compliance issues and AML penalties.

Keep in mind that director changes are automatically published on the GEMI website, ensuring transparency without any additional effort from the company.

Director responsibilities after appointment

Once appointed, directors in Greece take on serious legal obligations, including:

  • Acting with loyalty, diligence, and independence
  • Following corporate governance rules set out in the AoA
  • Overseeing accurate financial reporting and compliance
  • Respecting labour, environmental, and tax legislation
  • Participating in board meetings and key decisions

Failure to fulfil these duties may result in personal liability, particularly in situations involving fraud, insolvency, or regulatory breaches.

Plan for a proper exit and handover

An outgoing director must ensure a clean and organised transition. Although Greek law doesn’t mandate a formal handover, best practices call for:

  • Transferring all responsibilities to the new appointee
  • Returning any company assets or access credentials
  • Ensuring all records and authorisations are updated

The company must also notify GEMI of the director’s departure within 20 days.

What’s next?

Managing director changes in Greece demands strategic planning, careful documentation, and timely filing. From internal resolutions to regulatory filings, each step ensures your company remains in control and legally compliant.

Klea offers tailored solutions to streamline compliance and empower your business. Book a demo today and unlock smarter corporate governance.

For more insights into processes in other jurisdictions, explore our article, Indonesia: Everything You Need to Know About Director Transitions.

Legal Disclaimer

The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.

For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalized guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.

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