Last reviewed 17 October 2026 · Demetre E. Katsouris, Managing Partner
In a nutshell. A Greek société anonyme may borrow by issuing bonds under Law 4548/2018, either to a single bank, to a group of lenders or to investors, privately or through a listing. The bond loan is decided by the board unless the articles provide otherwise; security may be held by a bondholders’ agent for all bondholders; and under Article 14 of Law 3156/2003 the bond documents benefit from exemptions from duties and caps on registration and notarial fees. Katsouris Law Firm advises issuers on the corporate, contractual and security aspects.
Why do Greek companies borrow through bonds rather than ordinary loans?
The bond loan (“ομολογιακό δάνειο”) is the standard instrument for Greek corporate and project lending, including by banks lending to a single borrower. Its advantages are legal: the exemptions under Article 14 of Law 3156/2003 reduce the cost of documenting and securing the loan — the loan, its security, the related contracts, the registrations and the bonds are exempt from every direct and indirect tax, duty, stamp duty, the Law 128/1975 levy and third-party charges; registering rights in rem costs a fixed €100; notarial, lawyers’, Lawyers’ Fund and bailiffs’ fees are cut to one-twentieth, capped at €2,500 for proportional fees or €200 (art. 14 remains in force; Law 4548/2018 repealed only arts. 1–9 and 12 of Law 3156/2003); the bonds, and the security attached to them, can be transferred to new lenders without re-creating the security; a single bondholders’ agent can hold security for several lenders and hedging counterparties; and the instrument is flexible — fixed or floating interest, payment-in-kind, convertible or exchangeable, secured or unsecured.
How is a bond loan issued?
- Corporate approval. The board resolves to issue the bond loan, unless the law or the articles provide otherwise (art. 59 §2); convertible bonds need the general meeting with increased quorum and majority, or the board where authorised under art. 24 (art. 71); exchangeable bonds fall under art. 70 and profit-participating bonds under art. 72.
- The programme. The terms of issue — amount, tenor, interest, repayment, covenants, events of default — are set out in the bond loan programme and, between the issuer and the arranger, in a subscription or coverage agreement.
- The bondholders’ agent. A bank or other eligible institution is appointed to represent the bondholders and, where security is given, to hold it on their behalf; a bondholders’ group, and therefore a representative, is mandatory in every bond loan secured by rights in rem and in the other cases of art. 63 §1; the representative is a credit institution, an affiliate or, since Law 4799/2021, a licensed loan servicer (art. 64), and a sole bondholder may represent itself.
- Security. Mortgage or prenotation over real property, pledges over shares, receivables, insurance and accounts, registered; security may be created before the bonds are issued.
- Issue and register. Physical or electronic bonds, or book-entry form; the bondholders’ register; for listed bonds, the prospectus and the Athens Exchange or another EU trading venue.
Private placement or listing?
Most issues by owner-managed companies are private: the bonds are taken up by one or several banks, or by a small group of investors, without a public offer. A listed issue on the Athens Exchange requires a prospectus approved under the EU Prospectus Regulation unless an exemption applies, continuing disclosure, and a credit rating where the market requires one. Green and sustainability-linked bonds add a framework document and external review. The firm’s work on listed issues is limited to the legal aspects of the issuer and its security; underwriting and pricing are for the arrangers.
Frequently asked questions
Can our family company issue bonds? If it is an AE; an IKE or OE must first convert, or create an AE as the issuer.
Who decides — the board or the shareholders? The board, unless the articles or the law require the general meeting for the type of bond concerned.
Can a single bank be the only bondholder? Yes; a bond loan may be taken up by one subscriber, and this is common in Greek bank lending.
Are the bonds subject to stamp duty? The bond documents and their security benefit from the exemptions of Article 14 of Law 3156/2003, and bond loans under Law 4548/2018 are also outside the 2.4% Digital Transaction Duty (Law 5177/2025 art. 7); stamp duty itself was abolished from 1 December 2024.
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This page is general information and does not constitute legal advice. It reflects the law as at the date shown and may change.It is legal information, not financial, credit or investment advice.
