Bearer shares to be replaced by registered shares

An amendment to the Commercial Code (CC) was promulgated in The State Gazette, No 88 of 23 October 2018 and entered into force on the same date concerning the replacement of outstanding bearer shares or substitute temporary certificates by registered shares. In accordance with § 11 of the Transitional and Final Provisions of the Amending Act to the Commercial Code, within nine months as from 23 October 2018, i.e. before 23 July 2019, the companies which have issued bearer shares or substitute temporary certificates have to amend their articles of association by introducing the clause that their shares are registered, to replace the bearer shares or substitute temporary certificates by registered shares, to open books of shareholders, to apply for registration of the changes and to submit their amended articles of association to the Commercial Register, attaching a certified up-to-date transcript from the book of shareholders. Shareholders are entitled to receive only registered shares in exchange of temporary certificates on the rights ensuing from the subscribed bearer shares. Where a shareholder fails to submit the owned bearer shares or substitute temporary certificates for the purpose of being exchanged before 23 July 2019, the company will invalidate them. Such shareholder shall be entitled to ask the company to pay the equivalent of the paid-in contributions within six months of becoming aware of the invalidation but not later than five years from the date of invalidation. Companies failing to fulfill their obligations under § 11 and having failed to open registration proceedings will be subject to winding up by the court of justice at their place of establishment.