SETTING UP A COMPANY IN GREECE
Greek law provides for two main structures for the purpose of carrying on a business for economic gain: companies whose principal feature is the absence of personal involvement and partnerships whose main characteristics is the personal element involved.
Apart from these business organizations, provision is also made for single traders, joint ventures, and branch offices and foreign companies. These shall be examined in turn.
FORMS OF COMPANIES
COMPANY LIMITED BY SHARES (A.E.)
Businesses organized as companies limited by shares are more significant economically than those organized otherwise. The internal organization of a company limited by shares includes the General Meeting of Shareholders, the Board of Directors, and the Auditors.
The shareholders own shares in the company which are either registered or bearer shares. Shareholders are not personally liable and their liability is limited to the amount of their investment. The General Meeting of Shareholders is responsible for taking the most important decisions, including business decisions that are implemented by the Board of Directors.
The Board of Directors is elected by the General Meeting of Shareholders and consists of at least three members charged with the management of the company’s business.
Two shareholders and a minimum share capital of 60,000 euros are required for the formation of a company limited by shares. Persons seeking to do business as a company limited by shares must observe a formal process. The initial step is the execution of the constitutional document (articles of incorporation) before a notary public. A copy of the constitutional document is submitted to the competent tax authority and a special tax charge amounting to 1% of the company’s share capital is payable. The right to use the name of the company must also be confirmed by the Hellenic Chamber of Commerce and Industry. The constitutional document is then filed with the competent prefecture who issues a decision approving formation of the company. The constitutional document and approving decision are then recorded in the Registry of Companies Limited by Shares (which is conclusive evidence that a company limited by shares has been formed) and published in the Official Gazette. Within one month from establishment, the company’s share capital must be paid up and the Board of Directors must convene in order to certify payment. Within two months, the Board of Directors is convened and formed into a body corporate and powers are delegated to its members. The company is also registered with the Taxation Registry.
In a limited liability company, the personal liability of partners cannot be engaged and liability is limited to the amounts contributed by each partner in return for their "parts" of participation. The internal organization consists of the meeting of partners and the management. Although all partners of the limited liability company are entitled to manage the company's business, in practice management is assigned to one or more administrators.
LIMITED LIABILITY COMPANY (E.P.E.)
In a limited liability company, the personal liability of partners cannot be engaged and liability is limited to the amounts contributed by each partner in return for their “parts” of participation. The internal organization consists of the meeting of partners and the management. Although all partners of the limited liability company are entitled to manage the company’s business, in practice management is assigned to one or more administrators.
Two partners and a minimum share capital of 18,000 euros are required for the formation of a limited liability company. The share capital must be fully subscribed and paid up at formation and at least half must be paid up in cash.
The initial company contract is drawn up in the form of a notary deed. This is followed by the submission of a copy of the contract to the competent tax authorities and payment of a special tax charge amounting to 1% of the company’s share capital. The right to use the company’s name must also be certified by the Hellenic Chamber of Commerce and Industry. A copy of the company’s contract is then submitted to the Court of First Instance for obtaining a registration and a summary thereof must be published in the Official Gazette.
The company’s establishment is then followed by its registration with the Taxation Registry.
A limited liability company may also be established by one person and in this case the name should include the mention of “one person limited liability company”.
GENERAL PARTNERSHIP (O.E.)
General partnerships consist of at least two partners whose liability is unlimited. The partnership agreement affords certain flexibility to partners in determining their relationship. For instance, the parties can determine who will participate in the management of the partnership and may agree on the way profits and losses are to be shared. In the absence of agreement to the contrary, all partners have a right to perform management practices and partners share profits and losses equally. There are also mandatory provisions that cannot be waived by agreement, such as the joint and several and unlimited liability of partners, the authority of partners to bind the partnership to obligations within its apparent scope, the partners’ fiduciary duty and their power to dissolve the partnership.
For the creation of a partnership, there is no minimum share capital requirement. A partnership agreement is drawn up but it is not required to be in the form of a public document. A copy of the agreement is submitted to the competent Court of First Instance for publication purposes and entry in the Company Register. The right to use the partnership’s name must be certified by the Hellenic Chamber of Commerce and Industry and a copy of the agreement is filed with the competent tax authorities where 1% of the capital is payable.
LIMITED PARTNERSHIP (E.E.)
The limited partnership consists of one or more partners whose liability is unlimited (general partners) and one or more partners whose liability is restricted to the amount of their contribution (limited partners). General partners are responsible for the management practices whilst limited partners are not allowed to participate in the management practices of the partnership and are typically investors in the business. In the event that a limited partner becomes involved in the management and representation of the partnership or if the partner’s name is include in the limited partnership’s name then he will become jointly and severally unlimitedly liable for the partnership debts.
The partnership contract may be in the form of a private or notary deed and the procedure for creation applicable to general partnerships is also applicable to limited partnerships.
A silent partnership is created by an informal agreement between at least two persons, one being a passive partner with capacity to enter into commercial transactions (silent partner) and the other an active partner with capacity to acquire commercial identity. The liability of silent partners is limited to the amount of their contribution, whilst that of active partners is unlimited.
Joint ventures involve an association of natural or legal persons jointly undertaking the prosecution of a particular transaction for mutual profit. Unlike the partnership, a joint venture does not involve a continuing relationship between the members. In practice the legal principles governing the civil company or general partnership are applied to joint ventures.
Single traders own their business directly and are fully liable for business debts without limitation of liability. They are entitled to the business profits which may either be taken out or re-invested into the business.
BRANCH OFFICES AND FOREIGN COMPANIES
The establishment of a branch is subject to an approval of the competent Prefect. The following documents are required: parent company’s constitutional documents; minutes of a meeting of the Board of Directors of the parent company authorizing one of its members to grant a power of attorney and appoint a process agent; power of attorney executed before a consular office or a notary public of the registered seat of the foreign company whereby the agent, proxy, and process agent are appointed to proceed with all necessary actions for the formation of the branch and its representation; a certificate confirming that the parent company is in good standing, usually obtained from the Chamber of Commerce; a certificate on the parent company’s share capital (the requirements for Greek companies apply and therefore for instance, a minimum share capital of 60,000 euros is required for a branch of a foreign company limited by shares and a minimum of 18,000 euros for a branch of a foreign limited liability company); and a solemn declaration of the agent, proxy, and process agent as regards the registered seat of the branch in Greece.
These documents must be officially translated into Greek and apostilled in accordance with the Hague Convention.
Foreign companies should preferably opt to form a fully owned subsidiary in the form of a company limited by shares. The documents required for an establishment of a limited liability company are: decision of the Board of Directors (or General Meeting) of the foreign company to establish a company in Greece; foreign company’s constitutional documents as currently in force; certificate issued by the competent authority where the company’s registered seat is located evidencing that the foreign company is in good standing; notarized or consular deed for the appointment of an attorney or one of the company’s officers authorized to proceed with all necessary formalities and to sign the company’s constitutional document; and certificate regarding the individuals vested with the power to represent and bind the company.
Likewise, these documents must be officially translated into Greek and apostilled in accordance with the Hague Convention.
SETTING UP A BRANCH OF A FOREIGN COMPANY IN GREECE
SETTING UP A GREEK COMPANY
SA COMPANY vs. LIMITED LIABILITY COMPANY
SETTING UP A BRANCH OF A FOREIGN COMPANY IN GREECE
The establishment of branches of foreign companies in Greece is governed by the following provisions:
A. Article 50 Law 2190/20
B. Article 57-58 Law 3190/55
C. Presidential Decree 360/93.
According to the above provisions, the types of foreign companies that can establish a branch in Greece are A) the S.A. companies i.e. companies limited by shares with share capital of € 60.000 or more. B) Limited companies with share capital of at least €18.000. The requirements are identical for both:
1. Resolution of the relevant corporate body for the establishment of a branch in Greece
2. Articles of Association of the foreign company, including the Memorandum of Association and any amendments thereof.
3. Certificate of the competent authority (e.g. Companies House) of the country where the company has its seat for the amount of the share capital paid (minimum €60.000 or €18.000 respectively according to the type of company).
4. Certificate of the competent authority of the country where the company has its seat stating that the company is in operation, its licence is valid and it is not subject to liquidation.
5. Notary act (or act certified by consulate) for the appointment of an Attorney (legal representative).
6. Certificate proving the identity of the legal signatories of the company wishing to establish a branch.
7. Fee for publication in the Government Gazette
8. Registered address of the branch in Greece.
9. Branch name (if other than the company's).
10. Jurisdiction to which the company is subject to.
All documents must be "apostilled" (i.e. certified by the Embassy with the Hague Convention Stamp) and officially translated into Greek by the Ministry of Foreign affairs or by a lawyer.
SETTING UP A GREEK COMPANY
Greek company law is based on the French system. The major types of companies under Greek Law are the equivalents of the French:
Societe a Responsabilite Limite ( S.A.R.L.)
Societe en Nom Collectif
Socitete en Commandite
Below are listed respectively the Greek equivalents of the above together with their main characteristics.
Etairia Periorismenis Efthinis (E.P.E.)
Main Characteristics. The E.P.E. (Limited Liability Company) is by law a commercial company governed by L.3190/55 as amended. The minimum share capital is € 18.000. The capital is not divided by shares.
The term S.A. represents the Greek "Anonimi Etairia" because it resembles to the French "Societe Anonyme". It has been copied from the French commercial system back in the 19th century. The basic legislative enactment covering this type of company is law 2190/20 which has been modified numerous times. The equivalent in the common law system is a company limited by shares. The S.A. or more correctly "A.E." is a company commercial by law i.e. regardless of its object. The minimum share capital is €60.000. Although the "A.E." is has been originally designed as a vehicle for large corporations it has been developed as the most flexible and advantageous company type and it is very often adopted by "one man businesses". The governing authority for the S.A. companies is the ministry of commerce represented by the Prefecture.
Its main advantages are:
• Limited liability
• The shares are freely transferred
• Its management may be separated from the ownership of its shares
• tax advantages
FORMATION PROCEDURE OF AN S.A. COMPANY IN GREECE
A. Drafting of articles of association (by a lawyer). SEE OUR EXAMPLE DRAFT In the final provisions of the articles of association a natural person is authorized by the founders to act on behalf of the company under formation with regard to the remaining formalities.
B. Approval of business name by the relevant chamber of commerce (Athens, Pireaus, etc.). The business name may be a distinctive work in Greek or Latin characters apart from specifically excluded words (e.g. contract to the moral) the only limitation observed by the chamber of commerce is the previous existence of a business name applied for. Previous existence of the same name will not be an obstacle to new registration if it relates to a different business object. This is because the full legal name of an S.Á. always includes the principal business object of the company. The search on the names register of the chamber of commerce includes an initial reservation of the name for one month.
C. Signature of the contract of corporation (articles of association) by its founders before a notary public.
D. The articles of association are submitted to the Prefecture which verifies that they have been drafted according to the provisions of law 2190/20. If the Prefecture has no objections of the contents of the articles they are approved. If the Prefecture has any objections or makes any changes to the content an additional notary act has to be made which incorporates these changes. It is very common for the Prefecture to find mistakes or to suggest changes.
E. Payment of duty in favour of the competition authority. This is paid in a special account held by the competition authority in the National Bank of Greece. The duty amounts 1/1000th of the share capital of the newly formed company.
F. Verification of the articles of association by the relevant chamber of commerce.
G. Application to the Prefecture for subscription in the Register of S.A. companies. The application is drafted according to the sample of the Prefecture.
Together with the application the copy of the articles of association verified by the Chamber of Commerce is submitted as well as the receipt proving payment of the duty in favour of the competition Authority. The Prefecture within x working days accepts the application and an "Announcement" of the Prefect approving the company's articles is given to the applicant. This "Announcement", which is formally considered as the certificate of birth of the new company, is addressed to the government Gazette.
H. Payment of the tax on the accumulation of the capital. This tax amounts to 1% of the share capital.
I. Payment of the publication fee in the Government Gazette. Both h. and i. are paid at the tax authority where the company will belong. Payment of these two fees is certified by two stamps that the tax authority puts at the bottom of the Prefecture's announcement.
J. Submission of the "Announcement" to the Government Gazette for publication. The Government Gazette provides the applicant with a reference code by which the publication can be traced. It usually takes 20 to 30 days for publication to take place. Although the publication is a formal requirement in Government Gazette and most authorities require copies of the G.G. for this period of formation the above reference code usually suffices for the initial period of formation.
LIMITED LIABILITY COMPANY
MOST COMMON ENTITY IN GREECE
General principles that govern the Greek Limited Liability Company.
1. It is considered as commercial by law, i.e. regardless of whether or not its activity is commercial. (article 3, Law 3190/1955)
2. It has no "shares" in the way that the S.A. company does. It has "parts". This basically means that the personal element is very vivid in the Greek Ltd. So, there are significantly more restrictions in the transfer of "parts" of an Ltd than in the transfer of shares of an S.A.
3. The minimum capital requirement is currently €18.000, and each "part" has a minimum nominal value of €30. (article 4, Law 3190/1955)
4. The capital of the Ltd company may be formed by contributions in kind instead of cash (or by combination of both). To be acceptable, the contributions in kind must be of items capable of appearing in the company's accounts. The value of such contributions is determined by a committee of the prefecture, in the same way as for the S.A. companies. (Article 5, Law 3190/1955).
5. The Articles of Association are signed before a Notary Public. Each transfer of a "part" is also made by a notary act.
6. The controlling authority for Ltd companies is the Court of First Instance competent for the area where the company has its registered seat.
7. There is a general obligation to publicize all amendments of the Articles of Association which are subsequently also registered in the Book kept by the Court of First Instance.
8. The Ltd is governed by the General Meeting of the shareholders. The G.M. is convened at least once a year within three months from the end of the financial year. Every member (i.e. holder of at least 1 "part") is entitled to take part in the G.M. and has one vote for each "part". Resolutions are made by majority of the number of members who must also altogether hold more than 50% of the share capital (double requirement).
9. The management of the Ltd is assigned to one or more directors, who may or may not be members (part-holders) of the company. The appointment of the director(s) is made either by the Articles of Association or by a resolution of the General meeting, subject to publication requirements.
10. In addition to the books kept by virtue of tax provisions, the company books kept by the Directors of a Ltd are: a) the book of members b) the book of G.M. resolutions c) the book of Director's resolutions.
Single-member Greek Limited Liability Company By virtue of article 43a of L. 3190/1955, which has been added by P.D. 279/1993, the Ltd may be formed by one natural person. The main additional requirements imposed to "Single-member Ltd companies" are:
1. The full company name contains the phrase "Single-member Limited Liability Company".
2. The G.M. resolutions are signed in the presence of a notary public who signs them too.
3. All contracts signed by the Ltd, except the daily operational transactions, are registered in Minutes or made in writing.
WHICH ARE THE STEPS FOR THE ESTABLISHMENT OF A LIMITED COMPANY, TILL THE START OF ITS ACTIVITY?
1. Drafting of the Articles of Incorporation by a lawyer.
2. Search (it is valid for one month) at the competent Chamber (of the company's registered office) for the availability and the legality to use the chosen company name and distinctive title.
3. Verification of the draft Articles of Incorporation (signed by the Lawyer) by the appropriate Bar Association.
4. Signature of the Articles of Incorporation by its founders (or from authorized, with Power of Attorney, persons) before a Notary Public. Necessary documents to be provided to the Notary Public are: the verified draft of the fees, taxation clearances for the founders and their Taxation Identification Number.
5. Payment of the Tax on the Accumulation of Capital (1%) within 15 days from the signature of the Articles of Incorporation.
6. Payment of the rights to the Lawyers' Fund and to the Lawyers' Social Security Fund.
7. Verification of the original copy of the Articles of Incorporation by the competent Chamber of Commerce and Industry.
8. Filing of the Articles of Incorporation within one month from its signature, with the Secretariat of the competent Court of First Instance for registration in the Book of Limited Liability Companies.
9. Publication of a summary of the Articles of Incorporation in the Government Gazette.
10. Registration of the company at the Chamber. The company has to be registered at the competent Chamber and pay its annual contributions.
For the registration it is required:
- an application provided by the Registrar Department of the Chamber.
- a copy of the Articles of Incorporation, certified by the Court of First Instance.
- the Government Gazette for the publication of the summary of the Articles of Incorporation and photocopies of the identity cards or passports of the partners and the administrator, in case he is a partner. If the partners and the administrator is a resident of a state outside the European Union, their residence and working permits should also be submitted.
We undertake the completion all the formalities including
• Registration of business name and trademarks
• Business seat
• Drafting of company statutes
• Administrative approvals
• Commencement of taxable activities
In Greece, there is no such thing as "shelf companies" i.e. ready made. The reason is that Greek company law has followed the continental (French) system. We have many different types of companies but quite old-fashioned and non-flexible. The limited liability company in Greece is not as cheap or as simple to run as in the British system. In practice, there are companies that are "empty" because they developed no activity and have no tax or other liabilities or debts. But it is quite incidental to find one to buy. It is just not easy tell for sure that a ready-made empty company can be found. The process of searching together with a reasonable investigation for the possible dangers that an existing company may hide make it more effective to just incorporate a new company from the start.
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