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Summary
When a resolution of the General Meeting of a société anonyme (S.A.) is defective and adversely affects the interests of the company or the individual rights of a shareholder, immediate action is crucial. The legal order provides the possibility of immediate judicial protection through interim measures, even prior to the filing of the main action under Articles 137–138 of Law 4548/2018. This article analyses when and under what conditions a suspension of the resolution or other forms of interim relief may be sought, the specific procedure to be followed, and how the mechanism of a temporary order may be used to prevent irreparable harm.
Introduction
Resolutions of the General Meeting (GM) of a société anonyme may suffer from defects that render them null, voidable, or even non-existent, depending on the nature and severity of the defect. In such cases, the affected shareholder has at their disposal the legal remedy of an action for annulment in respect of voidable resolutions (Article 137 of Law 4548/2018) and an action for declaration of nullity in respect of null resolutions (Article 138 of Law 4548/2018), brought before the competent Single-Member Court of First Instance at the company’s registered seat.
However, in both cases, the filing of such action does not automatically suspend the validity or enforceability of the challenged resolution. The GM resolution continues to produce legal effects until a final judicial decision is rendered, which may lead to the creation of irreversible factual situations. Until such judgment is issued, the interests of the applicant and the company remain unsettled. For the security of transactions, the law provides for the possibility of interim judicial protection.
Interim Measures – Case Scenarios
In order to prevent irreparable or at least difficult-to-repair harm, the legislator provides for interim judicial protection through the procedure of interim measures, in accordance with Articles 682 et seq. of the Greek Code of Civil Procedure and Articles 137–138 of Law 4548/2018.
More specifically, under Article 137 of Law 4548/2018 (concerning actions for annulment of voidable GM resolutions), the court may order interim measures even prior to the filing of the main action. Such measures may include the temporary suspension of the resolution’s effects, as well as the temporary regulation of the situation until a final judgment is issued, provided that the voidability of the resolution is plausibly established.
The same applies in cases of nullity of GM resolutions, where Article 138(7) of Law 4548/2018 provides that interim measures may also be ordered prior to the filing of the action for declaration of nullity, including suspension of the resolution’s effects, provided that its invalidity is plausibly established. In this case, the provision is understood as referring to suspension of the implementation of the resolution, since a null resolution does not legally produce effects, especially where its nullity has been duly and timely invoked.
Even in the absence of the specific provisions of Articles 137–138, such protection would be available under the general provisions of Articles 682 et seq. and 732 of the Code of Civil Procedure concerning provisional regulation to prevent imminent danger or urgency.
Furthermore, interim measures may be ordered even before the filing of the main action. In such case, the action must be filed within fifteen (15) days from the publication of the decision granting the measures; otherwise, the measures are automatically lifted. Interim measures are also lifted if the main action is not filed within the statutory limitation period, namely:
- four (4) months from the adoption or publication of the resolution in GEMI (for voidable resolutions), or
- one (1) year (for null resolutions).
Additionally, the application for interim measures may include a request for a temporary order (ex parte order) to be granted until the hearing of the main application, in cases of extreme urgency—for example, to prevent the distribution of dividends based on a defective GM resolution.
Beyond suspension, the court may order any appropriate interim measure depending on the circumstances, such as:
- limiting specific powers of a newly elected Board of Directors,
- regulating the company’s representation,
- prohibiting participation in future GMs of shareholders whose voting power resulted from a defective capital increase,
- prohibiting disposal of company assets,
- prohibiting execution of merger or demerger agreements,
- prohibiting amendments to the articles of association.
The court may also require the applicant to provide security to compensate for any potential damage caused to the company due to the suspension.
The decision granting interim measures must be published in the company’s GEMI file. Such publication is declaratory and does not affect the binding nature of the decision.
Conditions for Granting Interim Protection
The granting of interim measures requires the cumulative fulfillment of the following conditions:
a) Prima facie validity of the main claim
The court does not require full proof but only a likelihood that the challenged resolution is indeed null or voidable.
b) Urgency or imminent danger
There must be a risk of irreparable or difficult-to-repair harm, such as:
- dilution of shareholding through capital increase,
- competing activity by majority shareholders,
- transfer of key company assets,
- inaccurate financial statements,
- unlawful dividend distribution.
General and vague allegations are insufficient; specific facts must be demonstrated.
c) Non-execution of the resolution (controversial condition)
Part of case law holds that suspension is inadmissible if the resolution has already been fully implemented.
Indicatively, decision No. 3023/2025 of the Athens Single-Member Court of First Instance held that suspension is not possible where dividends had already been distributed.
However, this view has been criticized, as it would render the protective provisions ineffective in practice.
The prevailing view is that what is suspended is not merely enforceability, but the legal effects of the resolution.
Conclusion
Interim judicial protection constitutes a crucial mechanism of corporate control, especially in conflicts between majority and minority shareholders. It serves both the protection of shareholders and the security of transactions.
The timely initiation of interim measures may prevent irreversible situations and ensure the effectiveness of the main action for annulment or declaration of nullity.
For this reason, in practice, the speed of reaction of the shareholder is decisive.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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