The article drafted by Georgios Gkoutsidis, Senior Associate & Mara Vasileiou, Associate for Lexology on May 13,2026
I. Introduction
Law 5123/2024, in full force since 15 July 2025, is the most extensive reform of Greek security-interest law since the introduction of the fictitious pledge (πλασματικό ενέχυρο) by Law 2844/2000. Subject to exemptions, it is deemed to cure the twin pathologies of the previous framework, namely geographical fragmentation and fragmentation by reference to the object of the pledge and the nature of the secured claim.
II. How the Registry works
The Unified Electronic Pledge Registry (Ενιαίο Ηλεκτρονικό Μητρώο Ενεχύρων) introduced by Law 5123/2024 is end-to-end digital, maintained by the Hellenic Cadastre under Law 4512/2018, and accessible through gov.gr at enexyra.ktimatologio.gr around the clock. Article 4 eases the form requirements and a private document of certified date, a qualified electronic document under Law 4727/2020, or a “Digital Document Certification” through gov.gr each suffice. The Registry conducts a formal completeness review under Article 20, with rejections issued under Article 791 of the Code of Civil Procedure (ΚΠολΔ) and providing for a cure period. Search rights extend to attorneys, notaries, bailiffs, public authorities, and any pledge, pledgor, or debtor of the claim.
III. The exceptions
Three carve-outs narrow the Registry’s scope. First, and of utmost importance, bank deposits pledged in favour of the bank itself (Article 5(2)) and the pledge takes effect on constitution, without any registration required. Second, pledges over dematerialised shares listed on a regulated market (Article 11(3)) continue to be constituted under Law 4569/2018 and Regulation (EU) 909/2014 (CSDR), through entry into the Dematerialised Securities System (ΣΑΤ). Third, pledges constituted before entry into force remain governed by the superseded provisions (Article 25). Unlike the move from the former mortgage registries (Υποθηκοφυλακεία) to the Cadastre regime, no mandatory migration is provided or imposed.
IV. Mergers and Acquisitions: a tug-of-war of interests
M&A negotiation is a choreography of planned steps with occasional improvisation. Price, payment terms, reciprocal undertakings, and the allocation of liability for breaches of law or contract all enter the equation. Encumbrances over movables, rights and receivables sit prominently among the target’s obligations; the seller, in turn, is keen to secure payment of the price. When both sides dig in, trust erodes and deals collapse.
You can read the article on Lexology here: Security interests in motion: Greece’s Unified Electronic Pledge Registry and its impact on M&A – Lexology