June 2025

Temporary Order by the Court of First Instance of Boeotia regarding the Suspension of the Validity of a Shareholders' General Meeting Decision on Share Capital Increase

A Temporary Order was issued by the Court of First Instance of Boeotia – Thebes Division against a Société Anonyme (S.A.) company, suspending the validity of a resolution passed by the Extraordinary General Meeting of shareholders concerning a share capital increase.

The application for the Temporary Order was filed within the context of a lawsuit (ordinary proceedings), seeking a judicial declaration of nullity, or alternatively, the annulment of the challenged resolution of the Extraordinary General Meeting, on the grounds that it was issued in breach of the provisions of Law 4548/2018 (on S.A. companies).

Initially, the alleged grounds for nullity included violations of legal provisions regarding:

• The required notice period for publication of the invitation (Articles 121–122 of Law 4548/2018),

• The minimum content requirements of a share capital increase resolution (Article 25 of Law 4548/2018),

• And the permissibility of partial capital increases only with an express provision (Article 28 of Law 4548/2018).

Additionally, a serious procedural flaw was identified: the share capital increase decision was taken in violation of the law and without the required majority (Article 132 of Law 4548/2018). Specifically, for the resolution to be valid, both quorum (at least 50% of paid-up share capital) and a 2/3 majority (66.7%) of represented votes are required. However, during the contested General Meeting, the shareholders who voted in favor fell short of the required vote count (1,667) by a single share, securing only 1,666 votes. As a result, the resolution is subject to annulment.

Finally, in the alternative, the resolution was challenged as an abuse of majority power (Article 137 para. 2(b) of Law 4548/2018). In this case, the majority shareholders approved the share capital increase with the intention of harming the interests of the minority shareholder, who was known to be unable to participate due to financial hardship. The decision lacked any legitimate justification (for more details, see here).

This ruling is noteworthy as the Court acknowledged the necessity for immediate suspension of the contested share capital increase resolution, aiming to prevent the company’s shareholders—who participated in the increase—from passing further resolutions, especially those requiring a qualified 2/3 majority of the represented votes.