Guidance

Updating share capital & members

A European company may proceed with changes to its members as well to the number of shares each member holds. In this case, the european company is obliged to submit to the Registrar of Companies notification of the change in its register of members and share capital.

Registering a report for the allotment of shares

When a European company allots shares to a new member or additional shares to existing members, it is obliged to submit to the Registrar of Companies notification of the allotment of shares (form HE12) within one (1) month from the allotment of shares date. In the event that the notification cannot be submitted within the specified time limit of one (1) month, then the company must submit to the Registrar of companies a court order, extending the time of submission.

You may submit the allotment of shares (form HE12), by hand/post, accompanied by the fee of twenty euros (€20) paid by cash, cheque, via an account maintained with the Department of the Registrar of Companies or by bank transfer. In the case where a court order is submitted an additional fee of twenty euros (€20) is paid.

An additional fee of twenty euros (€20) if the accelerated procedure is required must be paid. It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided the Registrar of Companies is satisfied that all legal requirements, depending on the case, have been met, it proceeds to the filing of the report for the allotment of shares and the updating of the register of the Registrar of Companies.

In the event that the European company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

Registering diversification of share capital

A European company may alter its share capital in any of the following ways:

• consolidation and division of its share capital into shares of greater value than that of the existing shares;
• conversion of shares into stock;
• reconversion of stock into shares;
• subdivision of shares;
• cancellation of shares;
• conversion of any shares belonging to a certain class of shares, into another class of shares.

A European company is obliged to submit to the Registrar of Companies a notification for the consolidation, division, subdivision, redemption or cancellation of shares, conversion of shares, and reconversion of stock into shares (form HE16) within one (1) month of the date of the variation.

You may submit the consolidation, division, subdivision, redemption or cancellation of shares, conversion of shares and reconversion of stock into shares (form HE16), by hand/post, accompanied by the fee of twenty euros (€20) paid by cash, cheque, via an account maintained with the Department of the Registrar of Companies or by bank transfer. In case an accelerated procedure is required the additional fee of twenty euros (€20) must be paid. It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the variation of share capital and updating the companies register..

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

Registering increase in authorised share capital

A European company is obliged to submit to the Registrar of Companies notification of increase in authorised share capital (form HE14) within fifteen (15) days from the date of the increase, accompanied by the relevant resolution.

You may submit the increase in authorised capital (form HE14), by hand/post, accompanied by:

• the resolution for the increase in authorised share capital in the Greek language; and
• the total fee of forty euros (€40), for the form and resolution paid in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer. If the accelerated procedure is required an additional fee of twenty euros (€20) must be paid.

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances legal requirements have been met, he will proceed with registering the increase in authorised share capital and updating the companies register.

In the event that the European company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

Registering increase in the number of members

In the event where the number of members of a limited liability company by guarantee increases, the company is obliged to submit to the Registrar of Companies notification of that increase (form HE15), within fifteen (15) days from the date that the increase was resolved or effected.

You may submit the notification form (form HE15) by hand/post, accompanied by the fee of twenty euros (€20) and, the additional fee of twenty euros (€20) in case the accelerated procedure is required. Payments can be made in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer. In case an accelerated procedure is required and must be paid..

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the increase in the number of members and updating the companies register.

In the event that the European company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

Registering reduction of share and reserve capital

A European company can, if it chooses, to proceed with the reduction of its share or reserve capital. In order to do this, the company must secure a special resolution by its members and obtain a relevant court order. Followingly, the company is obliged to deliver to the Registrar of Companies the resolution for the reduction of share or reserve capital within the specified time limit set by the court order.

You may submit the resolution for the reduction of the share or reserve capital, by hand/post, together with a copy of the court order validating the reduction of the share capital accompanied by the fee of one hundred euros (€100) and the additional fee of twenty euros (€20), in case the accelerated procedure is required (paid in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer. It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances legal requirements have been met, he will proceed with registering the reduction of share and reserve capital and updating the companies register and he will proceed with the issuance of certifate of share capital or reserve capital reduction respectively.

In the event that the European company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.