MStR LAW FIRM launches a three-part newsletter series dedicated to present the key amendments introduced in inheritance law through three sections via its newsletters.

Our goal is, through a Q&A, not only to inform our clients or colleagues, but also to raise considerations and further questions, which you may bring to our attention, so that a Webinar may be organized in the future addressing issues that arise both in relations between individuals and within companies.

This is the 1st out of the 3 parts of the series of informative articles that will follow regarding the significant changes introduced by the new inheritance law. The present part focuses on the provisions that concern companies and business succession. Subsequently, the new possibilities and innovative mechanisms introduced, and the individual amendments affecting the legal framework applicable until today will be presented in detail.

Law 5303/2026 brings about a substantial reform of inheritance law, aiming at adapting it to the needs of the modern economic reality and, in particular, as concerns entrepreneurship at ensuring the smooth continuity of businesses.

This reform is achieved, inter alia, through the introduction of inheritance agreements into the Greek legal order and the transformation of the nature of the reserved portion, allowing for a different approach to the relationship between the protection of heirs and the need to preserve business operations.

1. What is the reserved portion and what changes are introduced thereto?

The reserved portion is the minimum percentage of the estate of a deceased person which the law mandatorily secures for his/her closest relatives. Under Law 5303/2026, the nature of the reserved portion is substantially reformed and acquires exclusively an in personam effect. As a consequence, the automatic succession of the person entitled to the reserved portion into the deceased’s estate is abolished, and such person ceases to constitute a compulsory heir.

2. What are inheritance agreements?

Law 5303/2026, following the German model, introduces for the first time into the Greek legal system inheritance agreements causa mortis, through which the future of a person’s estate is regulated while still alive. The terms of such agreements are binding, may not be freely and unilaterally revoked, but may only be amended or abolished by a subsequent agreement between the same contracting parties. The parties to such agreements are the future deceased and any third party.

The future deceased – unless otherwise provided – retains absolute power of disposition inter vivos over his/her assets and may freely enjoy the benefits arising from the assets that will constitute his/her future estate.

Within the same framework, the possibility of a waiver of future inheritance rights is also provided, with or without consideration, including the right arising from the reserved portion.

3. How is the new inheritance law connected with corporate/business law?

The new inheritance law does not abolish the provisions of corporate law, but rather complements them by facilitating the smooth transfer of business interests (shares, corporate interests) through inheritance agreements. In addition, the risk for the heir-partner is limited, as corporate debts burdening the deceased’s estate are initially transferred into a separate estate pool and do not automatically extend to the heir’s personal assets, while allowing the preservation of the unity of productive business units through family trusts and family legacies.

4. Can the transfer of a business to the appropriate successors now be planned more effectively?

As aforementioned, Law 5303/2026 introduces for the first time into the Greek legal system inheritance agreements causa mortis, through which the future of a person’s estate is regulated while such person is still alive.

• Therefore, the entrepreneur is provided with the possibility to agree in advance and in a binding manner who shall succeed him/her upon death.

At the same time, for the possibility to waive future inheritance rights, with or without consideration, is introduced. Such waiver may also include the waiver of the reserved portion.

• This enables family members to agree in a timely manner that one or more relatives – heirs will not participate in the future inheritance succession, so that the business shall pass as a whole to the successor selected to continue its operation, while the remaining heirs acquire only a claim to their respective share in the reserved portion, unless they waive such right in accordance with the above.

5. What legal effect do inheritance agreements have?

The inheritance agreement causa mortis provides the deceased partner/ shareholder with the possibility of organizing succession in advance, by bindingly determining who shall succeed to his/her corporate interests or shares, thereby avoiding fragmentation among multiple intestate heirs and ensuring the transfer of the business to the most suitable successor.

It is, however, provided that the inheritance agreement does not restrict one’s  freedom to dispose of his/her assets inter vivos, unless otherwise agreed. Therefore, the deceased partner / shareholder – in the absence of a specific clause – may, in practice, dispose during his/her lifetime of his/her shares, including those which he/she has agreed to transfer causa mortis, and enjoy the benefits arising therefrom, without any claim arising in favour of the counterparty – heir.

6. How is the new framework for the transfer and succession of family businesses shaped following the recent inheritance law provisions?

The new inheritance law substantially affects the succession of family businesses and creates significantly greater possibilities for planning the transfer from one generation to the next.

Until today, one of the major problems faced by family businesses was that, following the death of the entrepreneur, the business often ended up being divided among multiple heirs, resulting in the fragmentation of corporate interests, conflicts among heirs and difficulties in the management of the business.

Under the new legal framework, one of the most significant changes is that the reserved portion is converted into a monetary claim of the beneficiary against the heir. This means that the entrepreneur may plan the transfer of the business to certain heir or heirs, without it being necessary for all beneficiaries of the reserved portion to acquire participation in the business itself. The remaining beneficiaries entitled to the reserved portion may be satisfied financially, a fact which contributes decisively to maintaining the unity and operational functionality of the business.

7. Practical application: How do inheritance agreements and the new reserved portion shape business succession?

Based on the above and through the new institution of inheritance agreements, the entrepreneur may establish in advance a comprehensive business succession plan, on the one hand, via for the transfer of shares or corporate interests to the most suitable successor through an inheritance agreement causa mortis and, on the other hand, via waiving the reserved portion against consideration, so that even the creation of a monetary claim by the other heir is excluded.

8. What is the relationship between the inheritance agreement and the articles of association provisions regarding the succession of a partner? Which one prevails in the event of conflict?

The inheritance agreement and the provisions of the articles of association serve different purposes and apply concurrently. The former determines in a binding manner who acquires the corporate interests or shares of the disposer, whereas the latter regulate whether and under which conditions the heir acquires corporate status.

Therefore, the inheritance agreement cannot override provisions of corporate law or clauses of the articles of association which exclude the continuation of the company with the heirs. In such a case, the beneficiary acquires a right to the economic value of the corporate interest, without becoming a partner.

Conversely, where the articles of association provide for the continuation of the company with the heirs, the inheritance agreement specifies which particular heir shall succeed to the position of the deceased. Consequently, this does not constitute a relationship of superiority between one regulation and the other, but rather a parallel application of the rules of inheritance law and corporate law, with the articles of association prevailing exclusively with regard to the acquisition of corporate status.

9. What is the extent of the heir’s liability for corporate debts that had already arisen at the time of the death of the general partner?

Corporate debts which had already arisen at the time of death and burden the corporate position inherited constitute obligations of the deceased’s estate within the meaning of Article 1892 of the Greek Civil Code. Under the new regulation, the heir shall not be liable with his/her personal assets for such obligations, but only with the assets of the deceased’s estate, unless he/she declares before the competent court’s secretary that he/she undertakes the free administration and disposition thereof or unless Article 1895 of the Greek Civil Code applies.

At the same time, although under corporate law the new partner entering the company through the transfer of a corporate interest is, in principle, liable also for pre-existing corporate debts, the case of the heir is differentiated, since the acquisition of corporate status does not take place through a legal transaction inter vivos but through inheritance succession. For this reason, pre-existing corporate debts connected with the corporate position of the deceased are treated as obligations of the deceased’s estate, are satisfied in principle solely from the deceased’s estate assets, unless one of the statutory grounds for extending the heir’s liability to his/her personal assets applies.

10. What is the extent of the heir’s liability for corporate obligations arising after the heir’s entry as a general partner?

Conversely, with regard to corporate obligations arising after the entry of the heir as a general partner, the heir is personally, unlimitedly and jointly and severally liable, in accordance with the general rules of corporate law, as any general partner. The protection introduced by the new inheritance law exclusively concerns obligations of the inheritance and does not extend to new corporate obligations undertaken by the heir due to his/her participation in the company.