Ch. Kapourani - Conditions for Admission to the Stock Exchange

Legal Insight

September 2025

Christina Kapourani, LL.M. (mult.), Ph.D. Candidate

Summary – Introduction: The listing of a société anonyme (S.A.) on the Stock Exchange constitutes a strategic/business choice, often associated with a company’s maturity and expansion phase. The Stock Exchange, as an organized market institution, plays a critical role in the capital market by offering businesses the ability to raise capital through public offerings and, therefore, obtain direct external financing. At the same time, it functions as a mechanism for valuing companies, enhancing transparency, and expanding their business reach. In practice, listing on the Athens Stock Exchange (ATHEX) has become synonymous with high-potential businesses with proven financial stability, as the listing process itself requires compliance with specific qualitative and quantitative criteria.

The decision to enter the organized market is not merely formal but usually the result of long-term planning, since it entails ongoing obligations of public disclosure, accountability, and compliance with capital markets regulations (main legislative frameworks: Law 3371/2005 on listing requirements, Law 3461/2006 on public offers, Law 4141/2013 on investment tools and credit provision, Law 4443/2016 on market abuse and protection, Law 4514/2018 on financial instruments markets – MiFID II, and Law 4569/2018 on central securities depositories), as well as corporate governance rules (notably Law 4261/2014 on the activity and supervision of credit institutions and Law 4706/2020 on corporate governance of S.A. companies).

In what follows, we will attempt to briefly present the basic listing requirements on the Stock Exchange, as provided both by national legislation and the ATHEX Operating Regulation, while also referring to the cases of delisting of listed companies.

I. Requirements for listing a company on the Stock Exchange:

To be listed on the ATHEX, a société anonyme (S.A.) – the issuer of securities (primarily shares, bonds, etc.) – usually through an underwriter/advisor, must submit a listing application to the ATHEX and a prospectus approval request to the Hellenic Capital Market Commission. (It should be noted that listing on a regulated market is not permitted for any legal form other than an S.A.)

In submitting the application file, in addition to the following quantitative criteria, qualitative criteria must also be met concerning: a) the company profile, b) the business sector, c) its investment plan, d) the management team (and, thus, the personal profiles of its members), and e) the company’s growth prospects.

(i) Legal Requirements:

According to Articles 3–10 of Law 3371/2005, the S.A. applying for listing on a regulated market must:

• Have a legal status compliant with the laws and regulations governing its formation and operation (formal legality).

• Possess equity capital – including share capital, reserves, and retained earnings – of at least one million (1,000,000) euros at the time of application. Note: (a) this requirement does not apply to the listing of an additional series of shares of the same class already admitted to trading; (b) the Hellenic Capital Market Commission may adjust the above amount by decision; and (c) Article 10 of Law 3371/2005 allows the exchange’s regulation to set additional or stricter conditions for listing, provided these apply universally or per issuer category and are published before the relevant application is submitted. (See below for a stricter equity requirement in the ATHEX Regulation, which effectively excludes SMEs without a clear capital development strategy.)

• Have published or submitted for publication the annual financial statements for at least the three fiscal years preceding the application. This ensures transparency and investor information on the company’s financial position and investment plan.

• Have submitted its published financial statements – whether individual or consolidated (in the context of vertical or horizontal groups) – for audit by a certified public accountant. However, upon request from ATHEX, and with approval by the Hellenic Capital Market Commission, an exemption from this requirement may be granted, particularly where provided by special law or where sufficient investor information is otherwise ensured.

• Ensure that the listed shares are fully paid (i.e., both subscription and payment have been completed) and freely transferable. The application must cover all shares of the same class already issued by the applicant.

• Ensure the implementation of an internal corporate governance system in accordance with current legislation (especially Law 4706/2020, including board composition, distinction between executive and non-executive members, board suitability and remuneration policies, audit, remuneration, and nomination committees, etc.).

(ii) Requirements from the ATHEX Regulation:

As noted, the law allows each regulated market to establish stricter or additional listing requirements. In the case of the ATHEX Regulation, the following primary listing conditions apply:

• Minimum equity capital of three million (3,000,000) euros on a consolidated basis, or individual basis if consolidation is not required.

• Pre-tax profitability of at least two million (2,000,000) euros over three years and pre-tax profit in the last two fiscal years; or three-year EBITDA of at least three million (3,000,000) euros and positive EBITDA for the last two fiscal years, on a consolidated or individual basis depending on consolidation needs. (Exceptions are provided under Regulation section 3.1.2.1.3.)

• Sufficient free float in the public market. This is met when: a) At least 25% of the shares of the same class are distributed to the public, across at least 300 individuals, with no one holding ≥5%; or b) At least 15% of the shares are distributed to at least 300 individuals, no one holding ≥5%, and a large number of shares of the same class are already publicly held, ensuring smooth market operation. Note: Shares held by (a) board members, (b) first-degree relatives of shareholders with ≥5% holdings, and (c) shareholders who acquired shares within one year prior to the application (except for institutional investors or venture capital firms) are excluded from the float calculation. The objective is to ensure transparency and genuine market liquidity.

• The applicant company must have been subject to tax audits for all tax matters and all fiscal years for which statements have been published at the time of application.

(iii) Delisting and Temporary Suspension of Trading:

A listed company may voluntarily request the delisting of its shares from the ATHEX for various strategic/business reasons (e.g., high compliance/governance costs, advisor fees, low liquidity, limited trading volume and investor interest, acquisition by a strategic investor, etc.). In all cases, a resolution of the general assembly with increased quorum and majority is required, along with a delisting request to the Capital Market Commission. The Commission has discretion to approve the request, based on the impact on orderly market functioning. In practice, most delistings follow a public takeover bid and the exercise of the squeeze-out right by the bidder (Article 27 of Law 3461/2006). A different scenario arises when delisting is imposed as an administrative measure by the Commission, due to systematic non-compliance with legal or regulatory obligations. Temporary suspension of trading may be imposed by the Capital Market Commission or the market operator either to protect the market (e.g., due to sharp price fluctuations) or as an administrative measure for minor violations or non-compliance by listed companies.