Shareholders Agreement in Greece: Template, Key Clauses and Local Law (2026)

A shareholders agreement in Greece is a private contract between the owners of a company that sets out how they will govern it, move shares, fund it and exit. It sits alongside the company's articles of association, which are the public, registered constitution. The two are not interchangeable, and treating them as if they were is the most common drafting mistake. This guide explains the Greek legal framework, the clauses a shareholders agreement should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a shareholders agreement in Greece? The agreement itself is a private contract under the Greek Civil Code, governed by freedom of contract and the good-faith duty of Article 288. What it can and cannot do is shaped by the company-law statute for the form you use: - Law 4548/2018 governs the société anonyme (Anonymi Etaireia, AE), the standard form for larger companies. It sets the rules on share classes, the board (at least three members, though a non-listed AE can appoint a single director if its articles allow), general meetings, minority rights and a minimum share capital (currently EUR 25,000).

• Law 4072/2012 governs the private company (Idiotiki Kefalaiouchiki Etaireia, IKE) and the limited liability company (Etaireia Periorismenis Efthynis, EPE). The IKE is flexible and popular with startups and has no minimum capital condition. The articles of association are governed by these statutes and filed with the General Commercial Registry (G.E.MI.). The articles bind the company itself and every current and future shareholder. The shareholders agreement binds only its signatories. ## Is a shareholders agreement binding in Greece? Yes, between the parties who sign it. It is a normal contract, enforceable under the Civil Code. Two limits matter: 1. It does not bind the company or future shareholders unless they are parties. A voting or transfer rule in the agreement is enforceable between the signatories, but to bind the company and anyone who later buys shares it generally has to appear in the registered articles.

2. It cannot override mandatory company law. A term that conflicts with a mandatory rule of Law 4548/2018 or Law 4072/2012, or with minority protections, will not hold. The articles are the reference point for whether a corporate act is valid against third parties. So the drafting choice is practical: put rules that must bind the company or future owners (share classes, transfer restrictions, reserved powers the law allows) in the articles, and keep flexible, confidential arrangements between named owners in the shareholders agreement. ## Key clauses in a Greek shareholders agreement ### Parties, company and relationship to the articles Name every shareholder and the company, and state that the agreement supplements the articles and that the articles prevail where the law requires a matter to be in them. ### Governance and reserved matters Set who nominates board members, what passes by simple majority, and which reserved matters need a qualified majority or unanimity (new share issues, borrowing, changing the business, related-party deals), within the limits of the applicable company-law statute. ### Share transfers, pre-emption and lock-up Cover a lock-up period, a right of first refusal for existing shareholders, tag-along rights for the minority, and drag-along rights for the majority. For transfer controls to bind the company and new holders, reflect them in the articles too. ### Funding and anti-dilution State how future capital is raised, whether shareholders must follow their money, and the consequence of not participating. ### Non-compete and confidentiality Bind active shareholders not to compete and to keep information confidential, keeping any restraint reasonable in scope and time. ### Dividend policy Record the intended distribution approach within the statutory limits on lawful distributions. ### Deadlock, exit and leaver provisions Agree a deadlock mechanism, good-leaver and bad-leaver treatment, and how shares are valued and bought back on exit. ### Term, breach, governing law and disputes Set the term, the consequence of breach (often damages or a contractual penalty, because a corporate act may still stand), Greek governing law and a forum (courts or arbitration). ## Template skeleton ```
3. Parties and definitions
4. The company, the chosen form and this agreement vs the articles
5. Governance: board nomination, meetings, reserved matters
6. Funding and anti-dilution
7. Share transfers: lock-up, pre-emption, tag-along, drag-along
8. Good leaver / bad leaver and share valuation
9. Non-compete and confidentiality
10. Dividend policy
11. Deadlock resolution
12. Term and termination
13. Breach and remedies
14. Governing law (Greece) and dispute resolution
15. Signatures

- **Reflect company-binding rules in the registered articles.** Transfer restrictions and share classes only bind the company and future owners when they are in the articles filed with G.E.MI.
- **Respect mandatory minority rights.** The company-law statutes give minorities protections an agreement cannot strip away.
- **The articles are the public reference point.** For validity against third parties, courts look to the registered articles, not the private agreement. ## From the agreement to the day to day Signing the agreement is the easy part. The real work is living by it: tracking pre-emption notice windows, remembering lock-up end dates, keeping the cap table and version history straight through each round, and catching when a draft resolution breaks a reserved-matters rule. When that work is scattered across email and shared drives, obligations slip. An AI contract workspace keeps the signed agreement, its clause structure, the key dates and the related corporate documents in one place, so a founder or counsel can draft from a template, see per-clause risk, edit terms in plain language, and get an alert before a deadline. If you want to see drafting, review, tracking and governance in one workspace, [Adira](https://adiralaw.com) is built around that idea. Deep Greece-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ