The Commercial Law (9901/2008), as amended, provides for the possibility of dissolving joint stock companies through a court decision.

The role of courts in relation to such dissolutions is regulated implicitly by Article 187(c) (which deals with the opening of insolvency procedures) and explicitly by Article 187(d). In the first case the provisions of the Insolvency Law (8901/2002), as amended, shall apply. To this effect the court might decide to dissolve a joint stock company either by ordering the opening of insolvency procedures (Article 26 of the Insolvency Law) or by refusing to commence insolvency procedures if the company's assets are insufficient to cover the costs of this (Article 19).

In the second case, Article 187(d) of the Commercial Law provides only that the dissolution of a joint stock company may occur following a court decision, without providing any particular grounds as to when the competent court should be active in this regard.

Thus, different grounds may lead any interested party (ie, a state authority, shareholders, administrators) to petition the competent court for the dissolution of a joint stock company.

In addition, the decision of the competent court may be required in order to enforce a joint stock company's dissolution in accordance with the reasons set out in Article 187 of the Commercial Law. These are:

• due to the expiry of the duration for which the joint stock company was established;
• to enforce a resolution by the general assembly on dissolving the company; or
• to enforce any other dissolution grounds as set out in the company's bylaws.

The court can order the dissolution of the joint stock company in accordance with other applicable laws.

Subject to Article 12/1 of the Law on Criminal Liability of Legal Entities (9754/2007) the court may decide to dissolve a legal entity (ie, the joint stock company) responsible for a criminal offence committed by, among others, its managing body or and/or representative, if:

• it was founded for the purpose of committing the criminal offence;
• it has used, to a significant extent, the scope of its activity to further the commitment of the criminal offence; and
• the commitment of the criminal offence has caused severe consequences.

There might be also other grounds that would lead to a company being dissolved by a court decision. These might include the continued failure of the company's bodies to accomplish their obligations and/or to exercise their rights, as per the applicable law and/or the relevant company's bylaws and/or acts (ie, continued lack of decision making due to, among other things, the continued absence of shareholders at the general assembly); and any other grounds that would make the continuation of the company's activities impossible. Nevertheless, it will be the court that will assess the feasibility of any claim in this regard.

In any case, if the court pronounces the company's dissolution, its decision will be registered ex officio with the National Registration Center (Article 188.2 of the Commercial Law).

For further information please contact Emirjon Marku at Boga & Associates by telephone (+355 4225 1050), fax (+355 4225 1055) or email (emarku@bogalaw.com).

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