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Incorporation

Setting up a company in Greece

When setting up a company you may want to consider these factors:

  1. Business Factors

    Since 2012, Greece made starting a business easier by:

    • Implementing an electronic platform that interconnects several government agencies;
    • Introducing a simpler form of limited company and abolishing the minimum capital requirement fur such companies;
    • Lowering registration costs.

    As a consequence of the recent crisis, the Greek Government passed several austerity measures since 2010 that had a negative impact on the national economy as a whole. Some of these measures includes a higher taxation, cut in salaries for public and private employees, a rise of VAT and other taxes (petrol, imports, property, corporation tax), cuts in pensions and modifications in the retirement system.

  2. Cultural Factors

    Greeks tend to have face-to face confrontations and personal relationships are highly valued and, consequently, it is important to make a good first impressions. Building strong, long-lasting relationships is also important and building networks characterized by trust and strong bonds easy business operations.

Your Options

Greek company law describes several ways for establishing a business and provides for companies incorporated in Greece to be either personal or capital-based. There are five main types of business available to foreign companies in Greece, namely:

  • Partnerships: General (“OE”) and Limited (“EE”);
  • Limited liability company (“EPE”);
  • “Societe Anonyme” company (“AE”);
  • The new private limited company (“IKE”), introduced in 2012.

Each of these business forms has distinct advantages and disadvantages, as well as differing scope of business activities, registration requirements and minimum capital requirements.  In most cases it will depend on the degree of commitment a company has to Greece and the planned business activity.

The New Private Limited Company ("IKE")

Registering a Private Limited Company (IKE) requires to complete five procedures, namely:

Obtain Tax Clearance form A7 from Tax Authority

Before applying for a new company at GEMI, entrepreneurs need to obtain tax clearance form A7 with any Tax Authority Office. This form shows that the founders do not have any outstanding taxes and are able to start a company.

Submit with GEMI the application of establishment and its forms

The Articles of Association of the company shall contain:

  • the full trade name of the IKE;
  • the domicile or an electronic address of the partners;
  • the seal of the company;
  • the objective of the company;
  • verification that the company is private;
  • the contributors of the partners by category and their value, in accordance with Articles 77 to 79, as well as the capital of the company;
  • the sum of the company’s parts;
  • the initial number of the parts of each partner and the category of contribution to which the parts correspond;
    • how the company is managed and represented; and
  • the duration of the company.

Business founders have to submit a certified copy or copies of their ID and must request to send notice to the Insurance Organization (OAEE) with regard to the company’s establishment.

After 01.01.2015, it is obligatory that all companies maintain a ledger on which said actions and/or information shall be uploaded.

Make a company seal

It is required that all company books and records are sealed before they are certified. The company seal must also contain the company’s tax registration number and competent tax office.

On May 31, 2013 the Government of Greece introduced the Law 4156/201, which abolishes the requirement to make and affix the company seal for corporations. Since it is still used in practice by banks, however, companies are still required to make a company seal in their daily practice.

As of January 2015, IKE is required to keep electronically its c’ category books and records. Finally, there is no obligation for handwritten company’s books and records sealed by the competent Tax Authority.

Register the employees with IKA (Social Security Organization)

Once the company has been incorporated, the entrepreneur, has to register with IKA in its capacity as an employer. In parallel with this registration, the entrepreneur shall acquire a username and password for the electronic services and online registration of the employees with IKA and, subsequently, with the Manpower Employment Organization (OAED).

Register with OAEE (Insurance Organization for the SelfEmployed) The Director of IKE is legally obliged to registered with OAEE (Insurance Organization for the Self-Employed) while the registration of other members of IKE is optional. Registering more members of the IKE costs an additional EUR 111.10 per person.

Procession time: Two weeks

Cost: Minimum €150. The costs associated with the application for establishment are as follows:

  • Fixed fee for the incorporation of IKE (for 5 shareholders): €90
  • Fee for the submission of documents with GEMI: €10
  • Fee for the registration of IKE with the Chamber of Commerce: €10 (optional)
  • First year subscription fee with the Athens Chamber of Commerce: €100 (Different fees may apply for different Chambers)

The limited liability company ("EPE")

According to article 3 of Greek Law 3190/1955, a limited liability company is a trade company, even if its business scope is not related to trade. However some trade activities, such as banking, insurance, stock exchange, portfolio management, mutual funds management, leasing, promotion and implementation of high technology investments (only venture capital) and athletic activities are expressly excluded from the scope of limited liability companies.

The limited liability company (EPE) can be formed by one or more natural or legal persons and must meet the following requirements:

General Requirements

  • Minimum capital of € 4,500.00.
    • It can carry on almost any type of business, with some exceptions reserved for the AE (banks, insurance companies, etc).
    • Limited liability of all partners.
    • One or more directors. According to Greek Company Law the director is only liable towards the company, but can also be liable towards third parties, in case he / she has acted in fault; the director is also personally liable for company taxes & insurance contributions towards the Greek state and the Greek private employees fund.

 

In order to establish and register a company at the G.C.R., the founders/applicants or their representative should submit to the One Stop Shop the following documents:

Documents regarding founders who are natural persons

  • National identity card for Greek citizens, identity card or passport for citizens of EU member states, passport for citizens of non-EU member states and residence permit, if residing within the country. The founders’ representative may also submit to the One Stop Shop certified copies of these documents.
  • Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in general partnership company and limited partnership company, or shall be appointed as managers in a limited liability company, or as legal representatives in a public limited company (SA).
  • Completed Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required in order for the founders to acquire a Tax Identification Number (TIN), if they do not have one.

Documents regarding founders who are resident legal persons:

  • An exact copy of the company’s codified Articles of Association
  • In terms of personal companies and limited liability companies, a special authorization is required, if their representative for the establishment of the company is different from the legal representative and the company is to be established by a notarial deed. If the company is established by a private agreement, then an authorization that bears the authenticated signature of the company’s legal representative is sufficient, if this is permissible according to the Articles of Association or by decision of the Assembly of partners.
  • In terms of limited liability companies, it is required to submit a decision of the Assembly of partners regarding the participation of the limited liability company in the company under establishment.
  • In terms of public limited companies, it is required to submit the Issues of the Government Gazette that relate to the legal representation of the company as well as to the Board of Directors’ decision regarding the participation of the public limited company in the company under establishment.

Documents regarding founders who are foreign legal persons:

  • Articles of Association that bear an apostille, according to article 4 of the Hague Convention of October 5 1961, officially translated or certified by a consulate, if the country of origin has not signed the Convention.
  • Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
  • Certified copy of the authorization document which appoints the legal representative in Greece.
  • The debtor should complete Form M3 (“Statement of commencing/changing business of non natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), in order to acquire a TIN.

Further Documents:

  • The company’s Articles of Association in print and electronic form, if this is a personal company established at a One Stop Shop. If the establishment is carried out before a notary public who acts as a One Stop Shop, it is not necessary to submit the company’s Articles of Association in print and electronic form.
  • If the establishment procedure is carried out by a representative, he/she should produce an authorization granted by the founders that bears the certified signatures of the founders, according to paragraph 1 of article 3 of the present guideline.
  • The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at G.C.R. have been paid, according to those stated in paragraph 1 of article 13.
  • The lease of the premises of the company certified by the competent Public Fiscal Service, or an official copy of the title deed, or an official statement of article 8 of Greek Law 1599/86 granting permission to use the premises as seat of the company under establishment including the grantor’s certified signature.

The debtor should complete the following forms in order for the company to acquire a Tax Identification Number (TIN) following its establishment.

  • Form M3 (“Statement of commencing/changing business of non natural person”)
  • Form M6 (“Statement of Business Activities”), if required.
  • Form M7 (“Declaration of Taxpayer’s Relations”)
  • Form M8 (“Statement of Members/Partners of non natural person”), if required
  • The statement forms are available for print at the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. The founders may also access this website via the One Stop Shop.

 

Taxation

From a tax perspective, a Limited Liability Company is subject to a Greek corporate income tax of 20%. Dividends distributed to partners are subject to withholding tax of 25%; there is an exception to that for foreign parent companies situated in another EU country, as per the “parent-subsidiary directive” and also certain double tax treaties with some countries.

Processing Time for One-Stop-Shop: 4-5 working days

Cost: The Company Establishment Note (70 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder.

The Company Establishment Note shall not be refunded.

Additionally, you will need to pay:

  • C.R. registration fee (10 Euros).
  • Chamber registration fee depending on the respective Chamber.
  • Duty paid to the Lawyers Welfare Fund in Athens, which amounts to 5.80€.

Societe Anonyme (AE)

The Company Limited by shares in Greece, or Anonymous Etaireia, is the most favorable form of Greek business.

General Requirements

A public limited company (SA) may be established by one or more persons, or become a single-member public limited company when all shares are concentrated in the hands of a single shareholder.

The founding members of a public limited company may be legal or natural persons. The natural persons have to be over eighteen years of age (according to article 127 of Greek Civil Code, as it was modified by article 3 of Greek Law 1329/83). Participation of a minor in the establishment of a public limited company is allowed only after magisterial permission.
The minimum capital requirement is € 60,000.00 and must be fully paid up and the own capital is in shares with nominal value from 0.30 euro to 100 euro.

According to article 1 of Greek Law 2190/1920, a public limited company (SA) is a trade company, even if its business scope is not related to trade.
A public limited company (SA) has the following basic characteristics:

  • A relatively large capital stock that is required for its establishment.
  • The capital is divided into equal units, otherwise called shares.
  • Strict publicity rules during the company establishment procedures, as well as during its entire duration.
  • A long duration (usually 50 years)
  • The limited responsibility of the shareholders.
  • Decision making procedures based on majority.
  • The existence of two bodies: the General Assembly of shareholders and the Board of Directors.

 

Taxation

From a tax perspective, a Limited Liability Company is subject to a Greek corporate income tax of 20%. Dividends distributed to partners are subject to withholding tax of 25%; there is an exception to that for foreign parent companies situated in another EU country, as per the “parent-subsidiary directive” and also certain double tax treaties with some countries.

A one stop shop (certified notary public who draws up the notarial deed) is also required for this business entity and it requires the Articles of Association to include:

  • Company name and purposes
  • Registered seat of the company
  • Duration of the company
  • Amount and method of payment of capital stock
  • Types of shares, quantity of shares, nominal value and issue of shares
  • Number of shares for each type, if more than one type of shares exist
  • Conversion of registered shares to bearer shares, or conversion of bearer shares to registered shares
  • Meeting, formation, operation, and responsibilities of the Board of Directors
  • Meeting, formation, operation, and responsibilities of the General Assembly
  • Auditors
  • Shareholders’ rights
  • Balance sheet and allocation of profits
  • Dissolution of the company and liquidation of assets
  • Personal information of the legal or natural persons who signed the Articles of Association, or on behalf of whom the Articles have been signed.
  • The total amount, or approximately, of all expenses required for the establishment of the company which burden the company.
  • The duration of the first fiscal period, the composition and term of office of the Board of Directors (including their capacities and duties if the contracting parties agree so) and the auditors of the first fiscal period, if the company is subject to audit.

The documentation required for the incorporation of a AE is as follows:

Documents regarding founders who are natural persons

  • National identity card for Greek citizens, identity card or passport for citizens of EU member states, passport for citizens of non-EU member states and residence permit, if residing within the country. The founders’ representative may also submit to the One Stop Shop certified copies of these documents.
  • Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in general partnership company and limited partnership company, or shall be appointed as managers in a limited liability company, or as legal representatives in a public limited company (SA).
  • Completed Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required in order for the founders to acquire a Tax Identification Number (TIN), if they do not have one.

Documents regarding founders who are resident legal persons:

  • An exact copy of the company’s codified Articles of Association
  • In terms of personal companies and limited liability companies, a special authorisation is required, if their representative for the establishment of the company is different from the legal representative and the company is to be established by a notarial deed. If the company is established by a private agreement, then an authorisation that bears the authenticated signature of the company’s legal representative is sufficient, if this is permissible according to the Articles of Association or by decision of the Assembly of partners.
  • In terms of limited liability companies, it is required to submit a decision of the Assembly of partners regarding the participation of the limited liability company in the company under establishment.
  • In terms of public limited companies, it is required to submit the Issues of the Government Gazette that relate to the legal representation of the company as well as to the Board of Directors’ decision regarding the participation of the public limited company in the company under establishment.

Documents regarding founders who are foreign legal persons:

  • Articles of Association that bear an apostille, according to article 4 of the Hague Convention of October 5 1961, officially translated or certified by a consulate, if the country of origin has not signed the Convention.
  • Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
  • Certified copy of the authorisation document which appoints the legal representative in Greece.
  • The debtor should complete Form M3 (“Statement of commencing/changing business of non natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), in order to acquire a TIN.

Further Documents:

  • The company’s Articles of Association in print and electronic form, if this is a personal company established at a One Stop Shop. If the establishment is carried out before a notary public who acts as a One Stop Shop, it is not necessary to submit the company’s Articles of Association in print and electronic form.
  • If the establishment procedure is carried out by a representative, he/she should produce an authorisation granted by the founders that bears the certified signatures of the founders, according to paragraph 1 of article 3 of the present guideline.
  • The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at G.C.R. have been paid, according to those stated in paragraph 1 of article 13.
  • The lease of the premises of the company certified by the competent Public Fiscal Service, or an official copy of the title deed, or an official statement of article 8 of Greek Law 1599/86 granting permission to use the premises as seat of the company under establishment including the grantor’s certified signature.

The debtor should complete the following forms in order for the company to acquire a Tax Identification Number (TIN) following its establishment.

  • Form M3 (“Statement of commencing/changing business of non natural person”)
  • Form M6 (“Statement of Business Activities”), if required.
  • Form M7 (“Declaration of Taxpayer’s Relations”)
  • Form M8 (“Statement of Members/Partners of non natural person”), if required

 

Processing Time for One-Stop-Shop: 4-5 working days

Costs: The Company Establishment Note (70 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder.
The Company Establishment Note shall not be refunded.
Additionally, you will need to pay:

  • C.R. registration fee (10 Euros).
  • Chamber registration fee depending on the respective Chamber.
  • Duty paid to the Hellenic Competition Commission (1% of the capital stated in the Articles of Association).

Partnerships

The partners of a limited partnership company are distinguished in two categories: general and limited partners. General partners have joint and unlimited liability vis-à-vis the company creditors. Limited partners have limited liability and are only liable for the amount of their investment in the company.
The establishment of a limited partnership company does not require a notarial deed; on the contrary, a private agreement is sufficient.
The limited partner becomes liable as a general partner when his/her name is included in the company name, or participates in the management and representation of the company.

General Partnership (O.E.)

This partnership consists of at least two partners whose responsibility is unrestricted. The greatest advantage of the O.E in Greece consists in the fact that there is no minimum capital required.

If it is agreed in the statute, the partners can decide who will be responsible for the management of the partnership and agree how the losses and profits will be shared. If the agreement doesn’t contain this information than the partners are equally responsible for the management decision and will share the profits and the losses.

Limited Partnership (E.E)

The Limited Partnership is formed by two or three partners, with no minimum capital required. At least one of the partners is the limited partner and its liability depends on the amount of his/her contribution. He/she has no management responsibility.

Minimum one is the general partner, and it’s responsible for the company’s management.

Before going to the One Stop Shop

It is mandatory to draw up the Articles of Association of the company. According to the law, the Articles of Association should contain at least the following information:

  • Name and residence of the partners, and their capacity (general partner, limited partner)
  • Company name. It is prohibited to include the limited partner’s name in the company name.
  • Names of managers and representatives. Only general partners may be managers and representatives.
  • Type and value of contributions
  • Duration of the company
  • Purposes of the company
  • State explicitly the type of company as a limited partnership company

The Articles of Association constitute a necessary document for the establishment of a company, and determine a number of significant topics related to the partners’ relations, company management, duration and dissolution. The Articles of Association should be signed by all partners.

Documentation Required

In order to establish and register a company at the G.C.R., the founders/applicants or their representative should submit to the One Stop Shop the following documents:

Documents regarding founders who are natural persons

  • National identity card for Greek citizens, identity card or passport for citizens of EU member states, passport for citizens of non-EU member states and residence permit, if residing within the country. The founders’ representative may also submit to the One Stop Shop certified copies of these documents.
  • Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in general partnership company and limited partnership company, or shall be appointed as managers in a limited liability company, or as legal representatives in a public limited company (SA).
  • Completed Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required in order for the founders to acquire a Tax Identification Number (TIN), if they do not have one.

Documents regarding founders who are resident legal persons:

  • An exact copy of the company’s codified Articles of Association
  • In terms of personal companies and limited liability companies, a special authorisation is required, if their representative for the establishment of the company is different from the legal representative and the company is to be established by a notarial deed. If the company is established by a private agreement, then an authorisation that bears the authenticated signature of the company’s legal representative is sufficient, if this is permissible according to the Articles of Association or by decision of the Assembly of partners.
  • In terms of limited liability companies, it is required to submit a decision of the Assembly of partners regarding the participation of the limited liability company in the company under establishment.
  • In terms of public limited companies, it is required to submit the Issues of the Government Gazette that relate to the legal representation of the company as well as to the Board of Directors’ decision regarding the participation of the public limited company in the company under establishment.

Documents regarding founders who are foreign legal persons:

  • Articles of Association that bear an apostille, according to article 4 of the Hague Convention of October 5 1961, officially translated or certified by a consulate, if the country of origin has not signed the Convention.
  • Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
  • Certified copy of the authorisation document which appoints the legal representative in Greece.
  • The debtor should complete Form M3 (“Statement of commencing/changing business of non natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), in order to acquire a TIN.

Further Documents:

  • The company’s Articles of Association in print and electronic form, if this is a personal company established at a One Stop Shop. If the establishment is carried out before a notary public who acts as a One Stop Shop, it is not necessary to submit the company’s Articles of Association in print and electronic form.
  • If the establishment procedure is carried out by a representative, he/she should produce an authorisation granted by the founders that bears the certified signatures of the founders, according to paragraph 1 of article 3 of the present guideline.
  • The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at G.C.R. have been paid, according to those stated in paragraph 1 of article 13.
  • The lease of the premises of the company certified by the competent Public Fiscal Service, or an official copy of the title deed, or an official statement of article 8 of Greek Law 1599/86 granting permission to use the premises as seat of the company under establishment including the grantor’s certified signature.

The debtor should complete the following forms in order for the company to acquire a Tax Identification Number (TIN) following its establishment.

  • Form M3 (“Statement of commencing/changing business of non natural person”)
  • Form M6 (“Statement of Business Activities”), if required.
  • Form M7 (“Declaration of Taxpayer’s Relations”)
  • Form M8 (“Statement of Members/Partners of non natural person”), if required 

Processing Time for One-Stop-Shop: 4-5 working days

Costs: The Company Establishment Note (50 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder.
The Company Establishment Note shall not be refunded.

Additionally, you will need to pay:

  • G.C.R. registration fee (10 Euros).
  • Chamber registration fee depending on the respective Chamber.
  • Contribution to the Lawyers Fund (0,5% of the company capital)
  • Duty paid to the Lawyers Welfare Fund in Athens. For the establishment of general partnership companies and limited partnership companies with capital more than 586.94€, the duty amounts to 1% of the capital stated in the Articles of Association. Additionally, a stamp of 3.6% on the abovementioned 1% is paid. If the capital is less than 586.94€, the duty amounts to only 5.80€.

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Greece, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Greece they must also decide whether they will administer that employment internally or use a Global Employment Organization to handle payroll and Employer of Record responsibilities.  A GEO Employer of Record solution is an attractive alternative where

– the company is looking to setup an office quickly

– the company wants to work within a defined budget

– the company wants to limit its initial commitment in Greece

– the company needs help with tax, employment, immigration and payroll compliance in Greece

The complexity of employment regulations in Greece makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Greece allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Greece.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Greece. Read more about outsourced employment through Shield GEO.

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