Dissolution, silent liquidation and insolvency of the Greek public limited company and limited liability company

The dissolution and insolvency proceedings of a stock corporation (AE) and, applying correspondingly, the limited liability company (EPE) and the private capital company (IKE), are today governed by Law 4548/2018 (in force since 1 January 2019), which has fully replaced the former Stock Corporation Act 2190/1920. The relevant provisions on dissolution and winding-up are found in Articles 164 et seq.

I. Dissolution of a Greek stock corporation

1. Grounds for dissolution

If the AE’s equity falls below half of its share capital, the board of directors must convene a general meeting to decide on dissolution or a capital increase. Further grounds for dissolution under Article 164 of Law 4548/2018 include, in particular:
• expiry of the company’s duration as set out in the articles of association,
• a resolution of the general meeting to dissolve the company, passed by the majority required under the articles,
• the opening of insolvency proceedings,
• failure to pay up the share capital subscribed on formation,
• the continued presence, in management, of a board member, managing director, or senior employee convicted of relevant offences,
• and, on the application of one or more shareholders holding at least one third of the share capital (or, where there are several claimants, at least one fifth jointly), judicial dissolution for good cause, for example where the company’s governing bodies are permanently unable to act.
Important correction: the mandatory ground for dissolution formerly set out in Article 48 of the Stock Corporation Act 2190/1920 – equity falling below 10% of share capital – was expressly abolished by Law 4548/2018 and is therefore no longer a ground for dissolution. The former transitional provision requiring companies formed before the year 2000 to raise their capital to the then-applicable minimum has likewise become obsolete with the passage of time; the current minimum capital for an AE has, since Law 4548/2018, been €25,000 (previously €24,000).

2. Dissolution by resolution of the general meeting and silent liquidation

Silent liquidation is available where the company is not over-indebted and not at risk of insolvency, or where the shareholders provide the necessary capital. A company may initiate a silent liquidation despite being in economic difficulty; however, if a creditor files a petition for insolvency, that petition takes precedence and insolvency proceedings must then follow.
In a silent liquidation, the company winds itself up: liabilities are reviewed and settled out of available assets and funds, tangible assets are sold, and outstanding receivables are collected. Business may be continued only to a limited extent and solely for the purpose of the wind-up. The liquidation is termed “silent” because no insolvency court is involved; once it is complete, the shareholders are not burdened with the stigma of insolvency proceedings. This form of dissolution can be resolved by the general meeting at any time, without any particular cause being required.

3. Insolvency of a Greek stock corporation

The opening of insolvency proceedings requires that the company be permanently – not merely temporarily – unable to meet its due liabilities generally. Proceedings are today governed by the Insolvency Code (Law 4738/2020), which has, since 1 March 2021 (and, for certain provisions, since 1 June 2021), replaced the former 2007 Insolvency Act (Law 3588/2007), and which has since been reformed several times – most recently by Laws 5072/2023, 5193/2025, and further amendments in 2025/2026. A petition for the opening of proceedings may be filed either by a creditor or by the company itself; the company is, in principle, under an obligation to file without culpable delay once illiquidity has been established.
A significant innovation of the reformed Insolvency Code is the distinction between small-scale and large-scale insolvency proceedings: proceedings are classed as “small-scale” where the balance sheet total does not exceed €450,000, net turnover does not exceed €900,000, and the average number of employees does not exceed 10, cumulatively; since the court-jurisdiction reform of 15 September 2024, these proceedings too are now uniformly handled before the single-judge court of first instance (rather than, as previously, the magistrates’ court). Alongside insolvency proceedings proper, the Insolvency Code continues to provide for a preliminary restructuring or settlement procedure, for use where a company is in crisis but has not yet ceased payments.

4. Silent liquidation and insolvency proceedings compared

The differences remain fundamental: whereas dissolution by resolution of the general meeting, followed by silent liquidation, can take place at any time and without particular cause, insolvency proceedings require mandatory, generally negative preconditions (illiquidity). In a silent liquidation, the shareholders retain control over the wind-up process, without the involvement of an insolvency court or insolvency administrator; insolvency proceedings, by contrast, are court proceedings that generally have a negative effect on the company’s reputation.

5. The silent liquidation procedure

The procedure is initiated by a resolution of the general meeting on dissolution and liquidation, together with the appointment of one or more liquidators; the resolution must be published. The liquidator represents the company from this point onward but may be removed again by the general meeting, which retains its powers throughout the liquidation. The company’s business stationery must bear the addition “in liquidation”.
There follows the realisation of assets (sale of tangible assets, collection of outstanding receivables) and the settlement of liabilities on the basis of a published opening balance sheet; the termination of employment contracts, continuing obligations, and leasing and rental agreements must also be addressed. Where the available assets are insufficient to satisfy all liabilities in full, the liquidators may apply to the court for a proportionate distribution of the company’s assets among creditors. On completion, a closing balance sheet is prepared and published.

II. Dissolution of a Greek limited liability company (EPE)

1. Grounds for dissolution

• the existence of a particular ground under statute or the articles of association;
• a resolution of the shareholders’ meeting passed by a three-quarters majority of shareholders who also hold at least three-quarters of the share capital;
• judicial dissolution for good cause, on the application of shareholders representing at least three-quarters of the share capital;
• the opening of insolvency proceedings.
Under Greek law, neither the personal insolvency nor the death of an individual shareholder leads to the company’s dissolution, unless the articles of association provide otherwise. Where the company loses more than half of its capital, the managing directors are obliged to convene a meeting to resolve on dissolution or a capital reduction; there is no longer a statutory minimum capital floor in this respect, since the former minimum capital of €2,400 was abolished in 2013 (see our “Company Formation” materials).

2. Liquidation procedure

Where dissolution occurs for a reason other than insolvency, liquidation follows; the company continues to exist until the liquidation is complete and must add “in liquidation” to its company name. Liquidation is carried out by appointed liquidators, who may be removed by the shareholders’ meeting or, on the application of shareholders representing at least one tenth of the capital, by the court. The liquidators’ principal duties are to take stock without delay, prepare an opening liquidation balance sheet for publication, and wind up all outstanding matters (settling debts, collecting receivables, realising assets).

3. Insolvency of a Greek limited liability company

The principles governing insolvency proceedings for a stock corporation under the current Insolvency Code (Law 4738/2020) apply. Unlike shareholders of a general or limited partnership, the insolvency of the GmbH does not lead to the personal insolvency of its shareholders.

III. Dissolution of a Greek IKE

1. Grounds for dissolution

• a resolution of the shareholders’ meeting;
• expiry of the company’s duration as set out in the articles of association;
• the opening of insolvency proceedings;
• other cases provided for by statute or the articles of association.
Here too, neither the personal insolvency nor the death of a shareholder automatically leads to dissolution, unless the articles of association provide otherwise.

2. Liquidation procedure

As with the GmbH: the company continues to exist, bearing the addition “in liquidation”, until completion; liquidators are appointed by the shareholders’ meeting; and there is an obligation to take stock without delay, publish an opening liquidation balance sheet, and fully wind up all outstanding matters.

3. Insolvency of a Greek IKE

The same principles apply as for the AE and the GmbH under the current Insolvency Code; here too, the company’s insolvency does not lead to the personal insolvency of its shareholders.
Note: given the frequency of reform in Greek insolvency law since 2020, we recommend confirming the thresholds, deadlines, and competent authorities applicable in the individual case against the currently applicable consolidated version of the Insolvency Code.