Main parameters that differ between SA & P.C. :
The amount of the capital required by law: In an S.A. a minimum share capital of 24.000 euros is required. A P.C. may also be formed with capital of one euro.
Note: In the event of conversion into a société anonyme, a limited liability company and a private company, for the minimum capital and the verification of the value of the assets, Article 123 applies mutatis mutandis (verification of the value of the assets of the company being converted by the persons of paragraph 3 of Article 17 of Law 4548/2018 . – valuation report by two certified public accountants-auditors or an audit firm or, as the case may be, by two independent certified appraisers).
The type of contributions by the shareholders/partners: In an S.A. the shareholders contribute either cash or assets that can be valued in money. In a P.C. the partners may contribute, in addition to the above two items, their personal labour. Also, their contribution may be a guarantee contribution, that is, it may consist in assuming liability for the repayment of the P.C.’s corporate debts up to the amount they choose.
Management bodies: An S.A. is managed by its Board of Directors, which consists of at least three members (it may, of course, delegate management authority for certain matters to a single person, provided this is stipulated in the company’s Articles of Association). A P.C. is generally managed by a single person, its Manager.
Term of office of the management bodies: The term of office of the members of the Board of Directors may not exceed six (6) years, except in the case where the term of office of the Board is extended until the expiry of the deadline within which the immediately next ordinary General Meeting of the company must be held. In practice, S.A.s elect a new Board of Directors every five years and constitute it as a body (this is required even in the event that exactly the same persons are ultimately elected). In a P.C., the Manager’s term of office may be of indefinite duration (so the need to amend its Articles of Association will arise only if, for any reason whatsoever, there is a need to change or replace the Manager).
General Meeting of S.A. – body of partners of P.C. : The formalities for convening the General Meeting of an S.A. are much more complicated and time-consuming than the corresponding formalities of the above body in a P.C.
Representation of corporate participation in shares: The above representation is provided only for S.A.s, and the shares issued constitute negotiable instruments. By contrast, any document relating to the corporate interests of a P.C. partner has only a confirmatory – evidential character
Restrictions on the transfer of shares/corporate interests: Restrictions on the transfer of S.A. shares are valid only for registered shares and only for transfers inter vivos and not causa mortis. Any restrictions provided for in a P.C. will apply to all corporate interests and to all types of transfers (inter vivos or causa mortis), and may even amount to a prohibition on transfer.
Protection of the minority shareholder/partner: In a P.C. the rule of the double majority of capital and heads, which also applies in private limited companies, may be introduced by a constitutional clause. This means that if this rule is adopted, in a P.C. with two members, the person who has contributed 99 % of the corporate capital will not be able to take even one decision unless he has first secured the favourable vote of the partner who has contributed 1 % of the corporate capital. The minority shareholder of an S.A. in no case has the ‘power’ of the minority partner of a P.C. For the protection of minority shareholders, only the required percentages of ordinary and extraordinary quorum and majority may be increased. Even in this case, however, legal restrictions apply, since, for example, the percentages of ordinary quorum and majority laid down in the Articles of Association must in any case be lower than the percentages of increased quorum and majority laid down by law, so that the principle of differentiation between the two types of General Meeting is maintained (ordinary or extraordinary respectively).
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