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:
1. Societe a Responsabilite Limite ( S.A.R.L.)
2. Societe en Nom Collectif
3. Socitete en Commandite
4. Societe Anonyme
Below are listed respectively the Greek equivalents of the above together with their main characteristics.
1. Etairia Periorismenis Efthinis (E.P.E.) Main Characteristics.
The E.P.E. is by law a commercial company governed by L.3190/55 as
amended. The minimum share capital is 18.000€. The capital is not
devided by shares. Advantages
* Limitation of liability
* en Nom Collectif
2. Omorithmi Etairia
3. Eterorithmi Etairia
4. Anonimi Etairia
2a. S.A. Company
# The term S.A. represents the Greek "A.E." 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.Α. 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 notarial 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 favor 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 favor 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.
2b. Limited liability company
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 notarial 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 an Ltd. till the start of its activities?
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:
1. an application provided by the Registrar Department of the Chamber.
2. a copy of the Articles of Incorporation, certified by the Court of First Instance.
3. The Government Gazette for the publication of the summary of the Articles of Incorporation and
4. 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.
How much are the costs for the establishment of an Ltd. with share capital of €18.000 (statutory minimum)
* For the pre-approval of the corporate name and distinctive title
by the appropriate Chamber: Athens Chamber of Commerce and Industry, €30
* For the Lawyer’s fees deposited at the Bar Association: €180
* Fees for the Notary Public: appr €200-300
* For the Lawyer’s Fund appr. €100
* For the Lawyer’s Providence Fund: 1% of the capital, i.e €180
* For the capital accumulation tax: €180. (1% on the total amount of the capital (1. 1676/1986)
* For the pre registration of the company at the competent Chamber:
Whereas such costs with all the Chambers are very low (the value of the
stamps etc.), in case the company has to be registered with the Piraeus
Chamber of Commerce and Industry, the costs arrive at the amount of
33.000 drs.
* For the Court of First Instance: approximately 3.000 drs. (for one certified copy).
* For the publication of the summary of the Articles of Incorporation at the Government Gazette: appr €250
* Our fees