In accordance with Ministerial Decision (MD) 46982/2025 (Government Gazette 3542 B/ 08.07.2025), as from 01.01.2026, the penalties provided for in Article 50 of Law 4919/2022 concerning failure to comply with the provisions on publicity and registrations in the GEMI system will be implemented.

The provisions of the above MD apply to all personal and capital companies, cooperatives, as well as branches and agencies of foreign companies, except for a) Limited Liability Social Association, b) Social Cooperative Enterprises, and c) Employees Associations. For companies under liquidation or special liquidation, the respective fine is reduced by half.

More specifically, as of 01.01.2026, fines will be imposed by the competent GEMI Service for any violation of the obligations of publicity and correct and timely registration in GEMI. Based on the above Ministerial Decision, fines range from €50 to €100,000. The amount of the fine is determined on the basis of two criteria: first, the type and size of the entity, and second, the type of violation committed.

The types of violations that incur a fine can be classified into the following eight (8) general categories:

(i) Violations regarding the correct, true and complete registration of information in the GEMI system upon the establishment of an entity, Art. 12 of Law 4919/2022 (€500 – €5,000).

(ii) Failure to register the entity with the GEMI, Art. 16 of Law 4919/2022 (€1,000 – €10,000).

(iii) Failure to include the required information in the corporate documents and letters, Art. 22 & 37 of Law 4919/2022 (€100 – €500).

(iv) Delayed registration of acts that are subject to publicity with constitutive effect, e.g. amendment of articles of association, merger, division or conversion, dissolution, etc., Art. 25 of Law 4919/2022 (€100 – €500).

(v) Violations regarding the correct registration of information in the GEMI service in cases of automated registrations, i.e., without legality checks by GEMI, Art. 26 & 38 of Law 4919/2022 (€200 – €2,000).

(vi) Failure to register publishable information and acts in the GEMI, Art. 30, 33, 34, 35, 39 & 43 of Law 4919/2022 (€200 – €2,000).

(vii) Failure to submit financial statements within the applicable deadline (€1,000 – €100,000, which is threatened for companies listed on the Stock Exchange).

(viii) Violations relating to the corporate name and trading title of an entity, Art. 54 of Law 4919/2022 (€200 – €2,000).

The amount of the fine fluctuates depending on the legal type of the company, on the registration thereof to the GEMI Service of a Chamber or the central GEMI Service of the Ministry (i.e. the entities of ‘public interest’ of Art. 2 case l) of Law 4548/2018 and those licensed by the Hellenic Capital Market Commission), and, in addition, with regard to the above categories (v) – (viii), on the size of the company being classified as very small, small, medium or large based on Greek Accounting Standards (Law 4308/2014).

Indicatively, the following information and acts are subject to publicity by registration to GEMI: the annual financial statements approved by the ordinary meeting and the election of auditors, amendments to the articles of association, including capital increases or reductions, the confirmation of payment of capital in case of SA and PC, the appointment and details of the members of the management (legal representatives), the details of the partners as well as their departure or entry into the company, the approval of transactions with related parties in the case of SA, the liquidation, dissolution, or transformation of a company, the change of registered office, the financial statements of the foreign company in the case of a branch, etc.

How shall the violation be detected? a) Ex officio through the automatic checks of the system, b) ex officio upon a relevant control, c) following notification of the violation to GEMI by another public service or authority, d) following a random control, or e) following a complaint.

The current framework provides initially for the notice to the liable persons to remedy the violation and, then, in case of non-timely compliance, for the notification of fine impose, granting a right to the liable persons to submit their opinions (prior hearing), within fifteen days of the relevant notification. The process at all stages is made digitally. If the fine is not paid timely (30 days), it is then assessed to and collected by the Independent Authority of Public Revenues.

The amount of the fine is reduced by half if the liable person, within thirty (30) days of the date of notification of the fine, pays it and also remedies the respective violation.

In the event of repetition of a violation within a period of three years, the amount of the fine imposed is doubled, while in the event of repeated violations within the same period, the amount of the fine is tripled.

Finally, according to the above MD, information and acts that have not been registered may be submitted to GEMI until 31.12.2025, without the imposition of a fine.

This note does not constitute a detailed presentation or interpretation of the legislative and regulatory framework, but aims to provide concise information on the new status, from 01.01.2026 onwards, that affects the daily operation of companies, in view of the activation of the mechanism for imposing fines for violations of the GEMI legislation based on Ministerial Decision 46982/2025.

For any issues you may encounter or for further ad hoc information, it is recommended that you contact a legal advisor for appropriate guidance.

You may contact our law firm at: info@mstr-law.gr │ +30 2103634417 & 2103619642.