Increasing the share capital of a stock corporation
A capital injection into a Greek stock corporation is possible essentially through a capital increase, a shareholder loan, or a gift. For tax reasons, a capital increase is usually preferred. A capital increase attracts the capital accumulation tax, currently at a rate of 0.5% of the amount of the increase; the granting of a loan instead attracts stamp duty, the amount of which depends on the circumstances of the individual case.
A distinction is drawn between an actual and a nominal increase of the share capital. An increase is “actual” where new capital flows into the company; it is “nominal” where existing funds (reserves, profits) are converted into capital. An actual capital increase can be carried out by payment for subscribed shares or by set-off against liabilities (capitalisation of liabilities).
Increase against payment for new shares
The Stock Corporation Act 4548/2018 distinguishes between an ordinary and an extraordinary capital increase (Articles 23–24 of Law 4548/2018). An ordinary capital increase is effected by an amendment of the articles of association and requires a resolution of the general meeting passed by an increased majority; an extraordinary capital increase, by contrast, can be effected without amending the articles of association, by resolution of the board of directors or of the general meeting by simple majority, provided the articles of association so allow — for example, up to a maximum amount specified in the articles.
Every resolution for a capital increase must be filed for registration with the General Commercial Registry (ΓΕΜΗ) in order to become effective against third parties. The board of directors must certify that payment has been received within the required time limit (Article 20 of Law 4548/2018); this certification must likewise be published in the Commercial Registry.
On every issue of shares, the existing shareholders are, in principle, entitled to a statutory pre-emption right on equal terms (Article 26 of Law 4548/2018); no separate provision in the articles of association is required for this. The pre-emption right does not apply to capital increases against contributions in kind, nor to the acquisition of already existing shares. The general meeting may restrict or exclude the existing shareholders’ pre-emption right (Article 27 of Law 4548/2018); to do so, the board of directors must submit a written report on the reasons for the intended restriction or exclusion.
Increase by capitalisation of liabilities (debt-equity swap)
A further form of capital increase is the conversion of liabilities into share capital: the company sets off its liability towards a creditor against that creditor’s obligation to pay for new shares subscribed as part of the capital increase. No fresh capital flows to the company in this case; instead, outside liabilities are converted into equity, which eases the company’s financial position. A resolution of the general meeting on the capital increase, or on the issue of new shares for set-off against the liabilities, is required; clearly quantified liabilities that are verifiable from the accounts (e.g. loans documented in writing) generally do not require a separate valuation by experts.
Nominal capital increase
A nominal capital increase is carried out by capitalising reserves and profits and is predominantly an accounting exercise, since no new funds flow to the company as a result. Before profits can be capitalised, any losses carried forward must first be covered; in addition, a statutorily prescribed proportion of the annual profit must be allocated to the formation of the ordinary reserve.
Increase of the share capital of the GmbH (EPE)
A capital increase in an EPE always requires an amendment of the articles of association and requires a majority of three-quarters of the shareholders, who must also hold three-quarters of the share capital.
The new capital may be subscribed by the existing shareholders or by third parties. The existing shareholders have a pre-emption right, which may be excluded by the capital-increase resolution or by a unanimous shareholders’ resolution; where there are several shareholders, the pre-emption right is allocated according to their respective membership interests.
The GmbH Act (Law 3190/1955, as amended by Law 4541/2018) primarily governs the actual capital increase by new contributions; a nominal increase from reserves is nonetheless permitted. The capital-increase resolution must be registered with the General Commercial Registry (ΓΕΜΗ). Where the capital increase is carried out by contributions in kind or by capitalising reserves or liabilities, a valuation by independent experts is generally required.
Increase of the share capital of the IKE
For the IKE too, a capital increase always requires an amendment of the articles of association (Article 68(2) of Law 4072/2012); a majority of two-thirds of the membership interests is required.
The new capital may be subscribed by the existing shareholders or by third parties. The existing shareholders generally have a pre-emption right, which, however, does not apply to a capital increase by contributions in kind; the articles of association may restrict the pre-emption right to shareholders who hold capital contributions.
The articles of association may further provide that the capital is to be increased by new contributions at a specified time or upon a specified condition, or may make this dependent on a resolution of the management or of the shareholders. Unless otherwise agreed, all shareholders are obliged to participate in the capital increase in proportion to their interest.
FAQ
Essentially through a capital increase, a shareholder loan or a gift. For tax reasons, a capital increase is usually preferred.
A capital increase is subject to the capital accumulation tax of currently 0.5% of the amount of the increase. A shareholder loan may instead be subject to the Digital Transaction Fee (Ψηφιακό Τέλος Συναλλαγής), which replaced the former stamp duty with effect from 1 December 2024 (Law 5135/2024). Which option is more favourable depends on the individual case.
In an actual capital increase, new capital flows into the company – either through payment for new shares or by converting liabilities into capital. In a nominal capital increase, existing funds of the company (reserves, profits) are converted into share capital; no new funds flow in.
Law 4548/2018 distinguishes between an ordinary and an extraordinary capital increase (Arts. 23–24 Law 4548/2018). An ordinary increase requires an amendment of the articles of association and a general meeting resolution passed by an increased majority. An extraordinary increase can be effected without amending the articles – by resolution of the board of directors or of the general meeting by simple majority – provided the articles allow this, for example up to a specified maximum amount.
Every capital increase resolution must be registered with the General Commercial Registry (ΓΕΜΗ) in order to be effective against third parties. The board of directors must also certify that payment has been received within the required time limit (Art. 20 Law 4548/2018); this certification must likewise be published in the registry.
Yes. On every issue of new shares, the existing shareholders have a statutory pre-emption right on equal terms (Art. 26 Law 4548/2018); no provision in the articles is required. The pre-emption right does not apply to capital increases against contributions in kind.
Yes. The general meeting may restrict or exclude the pre-emption right (Art. 27 Law 4548/2018). For this purpose, the board of directors must submit a written report stating the reasons for the restriction or exclusion.
In a debt-equity swap, the company sets off its liability towards a creditor against the creditor's obligation to pay for newly subscribed shares. No fresh money flows in, but debt is converted into equity, which improves the company's balance sheet. A general meeting resolution is required. Clearly quantified liabilities that can be verified from the accounts (e.g. loans documented in writing) generally do not require a separate expert valuation.
A nominal capital increase is primarily an accounting exercise. Before profits can be capitalised, any losses carried forward must be covered, and the statutory portion of the annual profit must be allocated to the ordinary reserve.
A capital increase in an EPE always requires an amendment of the articles of association. The resolution requires a majority of three-quarters of the shareholders, who must also hold three-quarters of the share capital.
The existing shareholders or third parties. The existing shareholders have a pre-emption right in proportion to their membership interests, which may be excluded by the capital increase resolution or by a unanimous shareholders' resolution.
Yes. Law 3190/1955 (as amended by Law 4541/2018) primarily governs the actual capital increase, but an increase from reserves is also permitted. The resolution must be registered with ΓΕΜΗ. For contributions in kind and for the capitalisation of reserves or liabilities, a valuation by independent experts is generally required.
A capital increase in an IKE always requires an amendment of the articles of association (Art. 68(2) Law 4072/2012) and a majority of two-thirds of the membership interests.
Generally yes, but not for capital increases by contributions in kind. The articles may restrict the pre-emption right to shareholders who hold capital contributions.
Yes. The articles may provide that the capital is to be increased at a specified time or upon a specified condition, or make the increase dependent on a resolution of the management or the shareholders. In that case, unless otherwise agreed, all shareholders are obliged to participate in the increase in proportion to their interest.
As of June 2026. All information on these pages is provided without guarantee or liability.