IKE partners' resolution appointing and removing the manager (Greece)

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The minutes by which the partners of a Greek private company (IKE) appoint a new manager (diacheiristis) and, where needed, remove the previous one: the manager's details with father's name and AFM, term, pay, any special rules on their powers, the signature accepting the role and authority to file with GEMI. The manager must be an individual, partner or not, and is appointed by a majority of all the shares, at a meeting called on 8 days' notice or in minutes signed by every partner.

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Common questions

Can someone who is not a partner be appointed manager of an IKE?

Yes. An IKE's manager may be a partner or an outsider — an experienced executive, for example — but only an individual (art. 58 of Greek Law 4072/2012): a company cannot be appointed manager. Where a partner is a company, the partners appoint an individual, usually its representative. That is why the document asks for the manager's father's name, AFM and ID card or passport number.

What majority appoints the manager of an IKE?

A majority of all the company's shares (art. 57 of Greek Law 4072/2012) — more than half of all of them, not just of those present; removal takes the same majority unless the articles set a higher one (art. 59). The decision is taken at a meeting called on at least 8 days' notice, or without a meeting if every partner signs. If the articles name the manager, the change touches the articles too, so it is safer to gather 2/3 of all the shares or every partner's signature.

What has to be done once the IKE's new manager is appointed?

The appointment is published in GEMI by filing the minutes online through the person the resolution authorises, together with the consolidated articles if the articles name the manager. The change of legal representative is declared online to AADE, the tax authority. It is also worth informing the company's banks.

Does the IKE's new manager need to sign a separate acceptance?

The minutes already include one: the new manager signs at the end to accept the appointment, so the acceptance is proved by the same document. If the GEMI office asks for a separate statement, it can be given free as a solemn declaration (ypefthyni dilosi) on gov.gr.