LEGAL OPINION - Status of off-shore companies, managing and shipowning

Published 16 April 2018 by Manolis Eglezos & Associates

A supplier of bunkers had provided bunkers and lubes to a vessel owned by a Liberian company and
managed by another Liberian company. Administration of both manager and ship-owner was conducted
in Piraeus. The manager had sought to be established in Greece under Law 89, however such establishment
never materialised because a letter of guarantee had never been submitted.

The bunker supplier sued the owner and the charterer for unpaid invoices; it also sued the administrator.
The court found that, since the location of administration was in Piraeus, this prevailed over the
registered seat of the companies and they would be considered as de facto Greek partnerships. The
administrator in such companies can only be the partner. Consequently, the administrator was, for the
purposes of this case, also a partner, and in Greek partnerships, the partner is personally liable for a
company's debts. So the administrator was also jointly and severally liable to pay the supplier.

Piraeus Court of Appeal Judgment no. 151/2016, President: A. Plakidas, Rapporter Judge: I. Apostolopoulos,
Attorneys at law: N. Tsafoulia, V. Vernicos, Maritime Law Review vol. 44, p. 25.

NOTE: This is an interesting case, as the defendants could avoided it, if the manager had been established
in Greece under Law 89 provisions. In such a case, they would fall under applicable exceptions
and not be considered as a de facto Greek partnerships. Another interesting feature is that the Court did
not request evidence of the capacity of the individual defendant as partner. It reached its conclusion
stepping from the capacity of Administrator to that of partner, through Greek law applicable provisions.

The legal column was written by Manolis Eglezos, Attorney at law,
Manolis Eglezos & Associates Law Firm, Attorneys at Law and Consultants