company establishment
Corporate Structure
Overview

In order to attract foreign direct investment, Greece has made significant efforts over the past years to simplify and accelerate the procedure as regard to the formation of legal entities.

Today Greek legislation offers the following range of legal forms related to business activity:

  • Anonymous Company (ΑΕ)

An Anonymous Company (AE) is a legal entity where the liability of a shareholder is limited to the amount contributed to the share capital. This entity is the equivalent of the French term "Société Anonyme" or the German term "AG" and enjoys the highest status in Greece.

All actions required for the establishment of AEs (except from the temporary registration of its corporate name) are carried out by a Notary Public, who is considered the One-Stop Shop. The Notary Public interfaces with the other authorities, as applicable, making most payments and submitting all documents and applications to the authorities which are involved in the establishment of the AE. Generally, short timelines apply to the completion of the procedures.

In general, the following are required:

  • Temporary registration of the corporate name at the competent Commercial Chamber;
  • Preparation and signing of Articles of Association by the founders before the Notary Public including provisions which are relevant, amongst others, to the corporate name, registered address, duration, objects of activity, share capital (number and nature), Board of Directors and Shareholders;
  • Payment of various registration fees;
  • Registration of the corporation with the Registry maintained with the General Commercial Registry;
  • Issuance of establishment approval by the Ministry of Regional Development and Competitiveness (only for specific corporations such as Banks, insurance companies etc.);
  • Publication of the establishment of the AE in the General Electronic Commercial Registry.

The AE’s establishment in compliance with corporate law  is considered to have been completed upon the registration of the AE at the General Commercial Registry, whereas ministerial approval of the Corporation’s establishment is required only in specific cases (i.e. Banks, insurance companies etc.).

The AE’s tax registration is also carried out by the One-Stop Shop.

The Articles of Association of an AE can be signed by one or more founding shareholder(s), either individuals or legal entities. The minimum share capital required for the establishment of an AE is currently EUR 24 000, which must be paid up in full upon incorporation and the payment thereof, must be certified by the Directors within two months from the date of incorporation. Special laws stipulate higher minimum capital requirements for AEs with particular business activities, for example banking institutions and insurance companies.

The administration of an AE is carried out by the Board of Directors and by the shareholders at General Assemblies. The management of the AE is vested in the Board of Directors, which must consist of three members at least who can be either individuals or legal entities if so stipulated in the Articles of Association.

 

  • Limited Liability Company (EΠΕ)

An EPE is a fusion of an Anonymous Company (AE) and a partnership and it is similar to the French Sarl or German GmbH. An EPE resembles an AE in the respect that it is regarded as a legal entity separate from its partners and it has limited liability. An EPE resembles a partnership in the manner which decisions are made. In particular, the majority of both the number of partners and the capital is required.

The owners of the company are established as participants, unit holders or partners and they are liable only to the extent of their contributed capital. Participation in the capital of an EPE and liability extent thereof, are evidenced by the Articles of Association.

This form of establishment may be convenient for small and/or medium-size operations or operations which provide services to other group entities where the higher status of an AE is not considered necessary.

Similar to AE companies, all actions required for the establishment of EPE companies (except from the temporary registration of their corporate name) are carried out by the Notary Public who is considered as the One-Stop Shop. An EPE is formed upon the execution of the Articles of Association before the Notary Public, payment of various fees and the registration of the aforementioned Articles at the General Commercial Registry, with the establishment also being published in the General Commercial Registry’s website. The EPE’s tax registration is also carried out by the One-Stop Shop.

An EPE may be established by one or more partners. However, if upon establishment or at any time thereafter, the entire capital of the EPE is gathered in the name of one partner, the company's name must include the words "Sole Partner EPE". The partners of an EPE may be either individuals or legal entities.

Currently there are no minimum capital requirements for the formation of an EPE. The capital stock is divided into equal parts or participation units with no minimum  value, which must be paid in full at the time of incorporation.

An EPE is administered and represented by one or more persons (administrators), who do not need to be partners of the EPE necessarily and who are appointed by the Articles of Association or by the partners in the General Assembly.

 

  • Private capital company (IKE)

A Private Capital Company is exclusively liable for its corporate debts, whereas the liability of its partners for corporate debts towards third parties is limited to the amounts specifically mentioned in its Articles of Association.

The Articles of Incorporation of a Private Capital Company must take the form of a Notary Deed only in certain cases; otherwise a private agreement is sufficient. Private Capital Companies are established via the General Commercial Registry and their Articles of Incorporation are submitted with this Registry.

There is no restriction regarding the determination of a minimum capital and the partners can participate in the company by contributions in cash or in kind which include the provisions of personal services to the company, or the assumption of guarantees/liability on behalf of the partners towards third parties.

The affairs of the company are regulated by one or more administrators.

 

  • Branch

A foreign company may establish a branch in Greece via registration at the General Commercial Registry. For this purpose, certain documents must be submitted to the General Commercial Registry, including Articles of Association of the foreign company, a certificate of good standing as regard to the foreign company  which is  issued by the competent foreign supervising authority, minutes of  the company competent corporate body approving the establishment of a branch in Greece, and a Power of Attorney appointing its legal representative(s) in Greece and the person(s) who are authorized to receive the relevant correspondence in Greece (in case a legal representative does not reside in Greece).

Following the registration at the General Commercial Registry and its publication in the General Commercial Registry’s website, upon request, the branch must be registered at the competent tax authorities as well. ( tax registration is not carried by the General Commercial Registry but is effected separately at the competent tax office).

The branch is managed by its legal representative(s) in Greece (see above). The representative(s) of the branch is/ act generally under the same management liability as the member(s) of a Board of Directors of an AE or the Administrator of an EPE respectively.

 

  • General partnership (OE)

A general partnership constitutes an entity where all partners are jointly and severally liable for the debts of the partnership without limitation in liability.

The Articles of Association of a general partnership do not require a Notary Deed whereas a private agreement is sufficient. General partnerships are established through One-Stop Shops (General Commercial Registry etc.) and their Articles of Association are submitted at the General Commercial Registry. Under certain particular circumstances, a summary of the aforementioned Articles of Association may be required to be published in the General Commercial Registry’s website.

There is no minimum capital requirement. The capital may be contributed in cash or in kind, or in the form of the provision of personal services to the partnership.

The affairs of the partnership are regulated by one or more administrators.

 

  • Limited partnership

In all respects, a Limited Partnership resembles to a General Partnership with the exception  that  limited partners (eterorythmos eteros) have limited liability as regards to their contributed capital. On the contrary, at least one partner must have unlimited liability (omorythmos eteros). In case a limited liability partner is engaged in the management of the partnership he loses his limited liability status.

  • Cypriot companies

Our company offers a wide range of choices regarding the establishment of Cypriot companies supported with the provision of accounting and auditing services by  qualified partners in Cyprus. Cypriot companies can obtain real estate assets in Greece or establish branches for commercial activity.

 

Strategically :

  • Equity investment and valuation such as land, building (location)
  • Portfolio of services
  • Market penetration
  • Vision
  • Targets (ratios, modeling, benchmarking)
  • HR specialization

and

Operationally :

  • Working capital requirements
  • Types of services / segmentation
  • Staff
  • Extended Life cycle

The process regarding the development of a model (BUSINESS SCORECARD MODEL) measurement and the evaluation of commercial products responsiveness would consist part of the business plan implementation and in particular:

  • Measurement Model - Balanced Performance Scorecard, which will include pilots and indicators with quantitative and qualitative data, registration of new services.
  • Benchmarking Analytics (performance measurement) for the interpretation and use of financial and qualitative results of the services

The location of every investment is of utmost importance due to both Greek and the EU legislation law. Synergies with the real estate business sector could provide higher benefits.

The building requirements must appertain to the law requirements which are stipulated by the Greek Tourist Organization (EOT). The relevant equipment (for food and leisure provisions) would be procured either from Greece, EU or third Countries. CE certifications are necessary.

Qualified personnel would be short listed in order to be evaluated and hired.

At all cases hygiene and safety measures must be in compliance with the provisions of the current legislation without any exemptions.

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