I. Introduction

The société anonyme operates on the principle of capital majority. The shareholder or group of shareholders controlling the majority of the capital elects the board of directors, approves the management and, in practice, shapes the corporate interest. Minority rights act as an institutional counterweight to this power. Their purpose is not to paralyse the majority. Their purpose is to ensure that decisions are taken on a fully informed basis and through a defined procedure.

Law 4548/2018 gathers the core rights in Articles 141 to 144. Related provisions are also scattered throughout the Law (Articles 45-46, 104, 137-138, 161, 166).

II. General principles

A. Collective and individual rights

The Law expressly distinguishes between collective and individual minority rights. Collective rights may be exercised only if the applicant or applicants hold a certain percentage of the paid-up share capital. Individual rights may be exercised by any shareholder, even one holding a single share.
The relevant thresholds are as follows: 1/20 (convening a meeting, additional agenda items, adjournment, information on remuneration, open vote, special audit for breaches, derivative action), 1/10 (information on the course of business and the company’s financial position), 1/5 (special audit for mismanagement), 1/3 (dissolution for good cause) and 2/100 (action for annulment of a GM resolution).
The provisions are mandatory. The articles of association may lower the thresholds of Article 141, but not below one half (Article 141 § 13). Article 142 § 3 specifically provides the same option for the audit of mismanagement. Conversely, any increase of the thresholds by the articles, or any additional conditions (e.g. a minimum number of shareholders), are void.

B. Holders of the rights and proof of shareholder status

The holder is the shareholder, irrespective of the class of shares held. Where shares are subject to usufruct or pledge, the non-financial rights are exercised by whoever holds the voting right under Article 54 §§ 2-3. According to the prevailing view, a judicial sequestrator may not exercise shareholder rights without specific court authorisation (see PrIoan 98/2011 Arm 2011, 1512, as cited by I. Markou).
Because the Law sets no upper limit, “minority rights” may also be exercised by shareholders who in fact control the majority. Case law has held that the right to request an extraordinary GM also belongs to the majority, precisely because the provisions set no upper limit (MPrThes 41204/2005).
Shareholder status and, for collective rights, the number of shares held must be proven when the right is exercised (Article 141 § 12). The provision was amended in 2024. The special rule formerly applicable to listed companies now refers to dematerialised shares, and proof may be given by any lawful means, provided it is based on information, a certificate or other confirmation from the register of the central securities depository. The amendment forms part of Law 5113/2024 (Government Gazette A΄ 96/21.06.2024), which revised a number of provisions of Law 4548/2018 concerning dematerialised securities and distributed ledger technology infrastructures. For non-listed companies with registered shares, reference to the shareholders’ register under Article 40 is, as a rule, sufficient.

C. Limits on exercise

A general limit is Article 281 of the Civil Code. An abusive exercise of a minority right is disregarded and may give rise to liability in damages. The chair of the GM, for example, may disregard a request for adjournment that is manifestly abusive (MPrIr 414/2001 EEmpD 2002, 81). Reliance on Article 281 CC should, however, be sparing.
A second limit is the shareholder’s duty of loyalty. Until recently it was recognised mainly in legal scholarship. AP 432/2016 changed the picture, recognising a duty of loyalty owed by the minority shareholder both to the company and to the majority shareholder. The judgment has been criticised as to its doctrinal basis, particularly for widely held companies, where there is no personal bond between shareholders. In the “closed” family SA, however, the duty of loyalty takes on a clearer content.

III. The rights under Article 141 of Law 4548/2018

A. Convening an extraordinary general meeting (§ 1)

Shareholders holding 1/20 may request the board to convene an extraordinary GM. The request is served on the chair of the board and sets out the agenda. The board must fix a meeting within 45 days of service. If it does not convene the GM within 20 days, the applicants may seek court authorisation to convene it themselves, at the company’s expense.
Jurisdiction lies with the single-member court of first instance of the registered seat, under the interim measures procedure. The decision sets the place, time and agenda. A key innovation of Law 4548/2018 is that the decision is not subject to any legal remedy. This ended the controversy under the old law, which allowed the majority to “freeze” the convening of the meeting by lodging an appeal.
In practice, three points require attention:
i. The request must include at least one item on which the GM can resolve. A request for “mere information” or for discussion without a resolution risks being held non-binding, since the GM is a decision-making body.
ii. The board reviews only the lawfulness of the request, not its expediency. It may add items or rephrase those proposed, without altering their substance. It is not bound by the date proposed by the shareholders, provided it acts within the statutory time limits.
iii. According to prevailing case law, the application for interim measures must be directed against all board members as a collective body. An application against the chair alone or against the company as a legal entity is dismissed for lack of standing to be sued (see MPrRod 422/2017, MPrSpart 10/2014, MPrLar 194/2015). This is the most common procedural error.

Instead of a meeting, the board may propose adopting a resolution without a meeting under Article 135, unless the applicants have expressly excluded this. It is therefore advisable to state this exclusion in the request where the minority wants a genuine debate. Failure to convene is punishable by a fine of 5,000 to 15,000 euros, and where the obligation arose from a shareholder’s request, prosecution is initiated only on that shareholder’s complaint (Article 180 § 1).

B. Additional agenda items and draft resolutions (§§ 2-4)

Shareholders holding 1/20 may request the inclusion of additional items on the agenda of a GM already convened. The request must reach the board at least 15 days before the GM, and the items are published under the board’s responsibility at least 7 days before. For listed companies, the request is accompanied by a justification or a draft resolution, and the revised agenda is made public 13 days before.
If the board fails to publish the items, Law 4548/2018 has reinstated the option abolished by Law 3884/2010. The applicants request an adjournment under § 5 and publish the items themselves, at the company’s expense. This remedy is far more effective than challenging the resolution.
In listed companies, shareholders holding 1/20 may additionally submit draft resolutions on agenda items (§ 3), at least 7 days before the GM. The board may refuse to include or publish them only if their content is manifestly contrary to law or morality (§ 4). The refusal must be fully reasoned.

C. Adjournment of resolutions (§ 5)

This is the right with the richest body of case law.

Shareholders holding 1/20 may request, once only, the adjournment of resolutions on all or some items, at an ordinary or extraordinary GM. The resumed meeting may not be held more than 20 days later (compared with 30 under the old law). The adjourned GM is a continuation of the original one and does not require a new notice. No reasons need be given. Case law holds that exercise of the right is not tied to any cause and is not reviewed for expediency (TrEfThes 1710/2019, MEfDod 120/2019).
Timing and recipient of the request. Part of the scholarship holds that the request may be submitted only to the permanent chair, once the GM has been constituted. Case law is more flexible. It has been accepted that the request may also be submitted to the provisional chair, provided it is passed on to the permanent chair before the resolution on the item is taken, since only the latter is competent to rule on it (PPrAth 4612/2019). MEfDod 120/2019 and PPrThes 3074/2017 EEmpD 2018, 309 point in the same direction. PPrKo 60/2017 (DEE 2019, 386) went so far as to hold abusive the rejection of a request submitted before the meeting opened, where the shareholder was prevented by force majeure from attending. The safest course in practice is to submit the request in writing, repeat it orally after the permanent chair is elected and, in any event, before voting begins.
The GM does not vote on the request. Only the chair rules on it. The GM may nonetheless resolve to adjourn the debate or the meeting as well (TrEfThes 395/2017 EpiskED 2017, 514).
Binding effect as to the date. The Law provides that the date of resumption is the one stated in the request. The chair may depart from it only where the date does not exist, falls outside the 20-day period or is practically impossible. The chair then chooses the date that best serves the applicants. Under no circumstances may the chair set an earlier date than the one requested. Where several requests with different dates are submitted, the latest date is, as a rule, set.
Consequences of a breach. A resolution adopted after a request for adjournment has been unlawfully rejected is voidable (Article 141 § 5, TrEfThes 1710/2019). The same judgment addressed the more subtle case of “partial” acceptance, namely where the chair granted the adjournment but to an earlier date. Not only the adjourning act but also the substantive resolution of the adjourned meeting is voidable. The reasoning is persuasive: the adjournment has no independent value, it is an act of the chair and not of the GM, and the second meeting is a continuation of the first. An exception may arise only if the minority’s unreserved participation in the second meeting is construed as a waiver.
The one-adjournment rule relates to the items, not to the persons. A second adjournment on the same items cannot be requested by other shareholders, nor at a repeat GM.

D. Information rights (§§ 6-8)

Individual right (§ 6(a)). Every shareholder may request specific information on the company’s affairs, insofar as it is relevant to the agenda items. The request must be submitted at least 5 clear days before the GM. The information is provided at the GM and not individually to the applicant. There is no obligation if the information is already posted on the company’s website.
The new Law replaced the “usefulness” of the information with its “relevance”. On the better view, information useful for a proper assessment of an item is in any event relevant, even if not directly connected with it. In case of doubt, relevance should be found. Example: where approval of the overall management is under discussion, questions on the remuneration, benefits and contracts of board members with the company are relevant.
A practical note: an oral question during the meeting does not constitute exercise of the right under § 6. The board may answer, but the statutory sanctions do not attach to a refusal. A minority preparing for litigation should submit a written request in good time.
Information on remuneration (§ 6(c)). Shareholders holding 1/20 may request that the ordinary GM be informed of the amounts and any benefit paid to board members or managers over the last two years, on any ground. The provision sets no express time limit. The safest practice is to observe the five-day period here as well.
Information on the course of the company (§ 7). Shareholders holding 1/10 may request information on the course of corporate affairs and the company’s financial position. No connection with the agenda is required here. What is disclosed, however, is factual information, not management’s plans or intentions.
Refusal on sufficient material grounds. The board may refuse only on sufficient material grounds, which must be recorded in the minutes. Depending on the circumstances, such grounds may include representation of the applicants on the board under Articles 79 or 80. For § 7 the Law expressly requires that these members have in fact been adequately informed. Other grounds include protection of business secrets, pending negotiations or personal data. A general reference to harm, mere difficulty in collating data or a suspicion that the minority is “hostile” is not sufficient. An inadequate or inaccurate answer is treated as a refusal.
Judicial review (§ 8). A dispute over whether the refusal is well founded is resolved by the single-member court of first instance under the interim measures procedure. The court orders the company to provide the information. This decision, too, is not subject to any legal remedy. The burden of proving the ground for refusal lies with the company, and new grounds may not be raised for the first time before the court.
Voidability and damages. A resolution adopted without the provision of information that was due, that concerned the subject of the resolution and that was requested under Article 141, is voidable. Annulment on this ground may be sought only by the shareholders who requested the information, provided they represent 1/20. Shareholders without this percentage may claim damages from the company, in particular for not receiving the information they requested. The action under Article 137 and the application under § 8 are independent. Both may be brought, in any order. The Law no longer requires a causal link between the information and the outcome of the vote. It is sufficient that the information concerns the subject of the resolution. In addition, a board member who breaches the information duty under Article 141 is liable to a fine, on the complaint of the person who made the request.

E. Open vote (§ 9)

Shareholders holding 1/20 may request an open vote on one or more items. The right is meaningful where the articles or the GM provide for a secret ballot. The Law now uses the term “open”, resolving the old controversy over “roll-call voting”.
The request may be made before the GM or during it, until voting begins. If it is ignored, the resolution is voidable under Article 137 § 1.

F. The individual rights under §§ 10-11

Under § 10, every shareholder may at any time request information on the amount of the share capital, the classes of shares, the privileges attached to them, restricted shares and their own shares. The board replies within 20 days. The provision does not apply to listed companies. It is particularly useful before a transfer of shares or the exercise of a pre-emption right.
Under § 11, and only if the articles so provide, every shareholder may request a list of shareholders showing name, address and number of shares. The company is not obliged to include shareholders holding up to 1%. Disclosure is subject to the GDPR, and the company must have informed the shareholders in advance. Since the Law sets no purpose test, it is advisable for the clause in the articles to require a statement of purpose, along the lines of the English “proper purpose test”.
It is disputed whether a breach of §§ 10-11 attracts the criminal sanction of Article 180 § 3. The provision refers to Article 141 as a whole, but its systematic position favours limiting its application to information provided to the GM.

IV. Other minority rights

A. Special audit (Articles 142-143)

Shareholders holding 1/20 may request a special audit from the court, in non-contentious proceedings, if acts violating the law, the articles or GM resolutions are shown to be probable. The application must be filed within three years of the approval of the financial statements for the financial year in which the acts were committed. Shareholders holding 1/5 may request an audit where, from the overall course of the company and from specific indications, it is credible that management is not being conducted honestly and prudently. The court may find that the applicants’ representation on the board makes the application unjustified. In practice, prior exercise of information rights considerably strengthens the showing of probability.

B. Derivative action (Article 104)

Shareholders holding 1/20 may request the board to pursue the company’s claims against its members. They must have acquired shareholder status at least six months earlier. The right is complemented by the option of appointing a special representative (Article 105).

C. Voidability and nullity of resolutions (Articles 137-138)

Annulment may be sought by action by any shareholder holding 2/100 of the capital who did not attend or who opposed the resolution, as well as by any board member. The action is heard by the single-member court of first instance of the registered seat, is directed against the company and must be brought within four months of the adoption of the resolution or its registration with the General Commercial Registry (GEMI). A specific ground of voidability is abuse of majority power under Article 281 CC. Case law accepts that this arises where the resolution is not dictated by the corporate interest but aims exclusively at serving the majority or harming the minority. Conversely, where the resolution benefits the company, there is no abuse even if the majority also benefits (EfDod 87/2019, MPrRod 200/2025, MPrAth 10775/2024).
Of particular interest is the recent MPrAth (Interim Measures) 4464/2026. A shareholder holding approximately 24.4% learned after the event, from GEMI, of an extraordinary GM that had resolved on a capital increase, the adoption of a single-member management body and related-party transactions. The notice had been posted on GEMI, but the provision of the articles requiring additional notification of shareholders had not been complied with. The court held that failure to comply with the additional formalities under the articles amounts to failure to convene, that the resolutions are void under Article 138 § 1, and suspended their enforcement pending a final judgment on the action. The lesson is twofold. For the majority, the articles are as binding as the law. For the minority, nullity may be raised within one year rather than four months, and may be accompanied by an application for suspension.

D. Dissolution for good cause and buy-out (Article 166)

Shareholders holding at least 1/3 may apply for judicial dissolution if there is good cause making the continuation of the company manifestly and permanently impossible, such as deadlock owing to equal shareholdings. Before ruling, the court as a rule grants a period of two to four months for the cause to be removed, in particular through a buy-out of shares. Shareholders holding 1/3 may intervene and request the buy-out of the applicants’ shares for fair consideration. The provision does not apply to listed companies. In closed SAs with two “camps”, this article is often the real negotiating tool.

E. Other provisions

As regards the minimum dividend, the minority acts as a “blocking minority”. Reducing the dividend below the statutory minimum, but not below 10% of net profits, requires an increased quorum and majority, while not distributing any dividend at all requires a majority of 80% of the capital represented. A minority exceeding 20% can therefore prevent the dividend from being abolished.
The Law also provides for exit rights (Articles 45-46), rights in related-party transactions (Article 100) and, for the first time, shareholder associations in the form of a non-profit association (Article 144), which exercise collective rights on behalf of their members.

Concluding remarks

The rights work best in sequence. The request for information precedes the GM. Adjournment buys time when the information is incomplete or when an item needs to be added that no longer fits within the 15-day period of § 2. The special audit and the action for annulment follow, with stronger evidence.
Written requests, proof of service or receipt, a request for entry in the minutes, an express objection to the resolution. Without these, the minority may lose standing to seek annulment under Article 137 § 3.
The time limits are short and strict. Five clear days for information, fifteen for additional items, twenty for resumption after adjournment, four months for voidability, one year for nullity, three years for a special audit. Confusing voidability with nullity often costs the case.
Drafting the articles of association matters to both sides. Lower thresholds, a clause on the shareholders’ list under § 11, additional ways of notifying shareholders. As MPrAth (Interim Measures) 4464/2026 shows, every formality the company undertakes in its articles also becomes an obligation that may lead to nullity.