Business companies in Greece

Our Office has extensive expertise in the constitution and incorporation of companies and branch offices of foreign companies in Greece.

Company law in Greece

The legal form of a business must be selected following careful consideration and after taking into account all the factors of the business activity to be pursued, along with the tax regime regulating it. The typical legal form of partnership is usually inappropriate for companies with a high turnover, since the liability risk is grave. Selecting the proper legal form for the company is key to business success. Each case is different; therefore, the following information is general and indicative of the Greek legal regime and cannot in any case substitute the special consulting services provided by our Office.

Public Limited Company (P.L.C) [Greek: Anonimi Eteria]

A Public Limited Company consists of at least two or more shareholders. There is no binding provision on the investment ratio of each shareholder.

The founding members may be natural or legal persons. Natural persons must be over 18 years old (Article 127, Greek Civil Code, as amended by Article 3 of Law No 1329/83). Minors are permitted to participate in the formation of such company only with court approval.

A minimum share capital of EUR 24,000.00 is required to form a P.L.C. (as by 2012). In certain cases, however, a considerably larger amount of share capital may be required by law. Thus, according to Law No 1297/72 and No 2166/93, the P.L.C. resulting from a merger or reorganisation must have a share capital of at least EUR 300,000.00 in order to benefit from their provisions.

Key features of the Public Limited Company in Greece:

• A relatively large amount of share capital is required for its formation
• The share capital must be divided into equal units, known as shares
• Strict publicity rules applied during the company’s formation procedure and its entire duration
• Long duration (usually 50+ years)
• Limited liability of shareholders
• Resolutions based on majority
• Existence of two main bodies (General Assembly of shareholders, Board of Directors)
• The company shall be formed only by a notarial deed.

Limited liability company [Greek: Eteria Periorismenis Efthinis]

Pursuant to Article 3 of Law No 3190/1955, a Limited liability company is a commercial company, even if its business purpose is unrealated to commerce. However, particular business activities are excluded from the scope of this type of company (banking, insurance, leasing, athletic activities, etc.).

For some years now, no minimum capital requirements exist, and no limit is imposed on the amount of capital.

Pursuant to Article 43a of Law No 3190/1955, as amended by Article 2 of Presidential Decree No 279/1993, a limited liability company may also be formed by a single natural person, or, if already formed, may be converted to a single-member company. A single-member limited liability company is, however, null and void, if a) its founding member (natural or legal person) is also the sole member of a different single-member limited liability company, or b) if its sole founding member was a different single-member limited liability company.

Key features of the Limited liability company in Greece:

• No capital required for formation; possibility of contributions in kind
• Capital divided in participation units, of a minimum value of EUR 30.00 each
• Specific publicity rules applied during the company’s formation procedure and its entire duration
• Specific duration (although failure to determine the duration does not constitute reason for dissolution)

Limited liability of partners

1. Resolutions made by a majority of more than 50% of the partners, representing more than half of the total share capital
2. Existence of two main bodies (General Assembly of partners, Managers)
3. The company shall be formed only by a notarial deed.

Limited partnership [Greek: Εterorrithmi Eteria]

In order to form a Limited partnership, at least two parties have to concur to jointly pursue a common purpose. One partner is liable for all the company’s obligations with his/her personal assets, while another partner’s liability is limited to the amount of his/her investment to the company.

The founding members of the limited partnership may be natural or legal persons. Natural persons must be over 18 years old (Article 127, Greek Civil Code, as amended by Article 3 of Law No 1329/83). Minors are permitted to participate in the formation of such company only with court approval.

Key features of the Limited partnership in Greece:

• No minimum amount of capital required by law
• A differentiation between general and limited partners’ liability. General partners jointly bear unlimited liability for the company’s obligations, while limited partners’ liability is limited to the amount of their investment to the company.
• The company shall be formed by a private agreement.

General partnership [Greek: Οmorrithmi Εteria]

In order to form a General partnership, at least two parties have to concur to jointly pursue a common purpose (Article 741, Greek Civil Code). The founding members may be natural or legal persons. Natural persons must be over 18 years old (Article 127, Greek Civil Code, as amended by Article 3 of Law No 1329/83). Minors are permitted to participate in the formation of such company only with court approval.

Key features of the General partnership in Greece:

• No minimum amount of capital required by law
• All partners are jointly and severally liable with all their assets for all the company’s obligations. Due to this fact, the general partnership is considered to be the most trustworthy out of all legal business forms.
• The partners’ liability for the company’s obligations does not cease upon dissolution of the company
• The company shall be formed by a private agreement.

Private company [Greek: Idiotiki Kefaleouhiki Eteria]

The relatively new legal form of Private company was introduced in Greek legislation by Law No 4072/2012. Its partners’ liability is limited, while it may be established under a capital share of EUR 1.00. This is due to fact that the partners can participate in the company with capital, non-capital or guarantee contributions. Capital contributions are in cash or kind, and are directly valued in the company’s capital, the same as in Public Limited Companies and Limited Liability Companies. Non-capital contributions –such as claims arising from undetaking an obligation to fulfill certain tasks or render services– are not directly measurable. These contributions are found mainly in partnerships; however, even if the capital of a private company consists only of such contributions, the company cannot lose its capital nature.

Guarantee contributions constitute an innovative provision of private companies. These contributions allow any person to undertake the obligation to cover any debt of the company to any third party up to the amount stated in the Articles of Association. Partners providing a guarantee contribution are deemed to declare that they are able and, will make every effort to be able to cover the company’s debts at all times,  up to the abovementioned amount, i.e. up to the amount of the assumption of their liability. Thus, it is possible to form a company by estimated future profits, without an initially paid capital.

Key features of Private company in Greece:

• No capital required for formation.
• Alternative possibilities of capital formation through non-capital or guarantee contributions.
• It may be formed by a private agreement.
• It may be formed through the One-Step-Shop service of the Greek General Electronic Commercial Registry.

Branch offices of foreign companies in Greece

The requirements for the establishment of a branch office of a foreign company in Greece are regulated in Article 50 of S.A. Companies Act (Law No 2190/20) and in Articles 57-58 of the Greek Limited Liability Companies Act (Law No 3190/55). For this purpose, a Greek tax registration number must be first issued by the tax authority having jurisdiction over the branch office, while an application for its opening, along with the legal documentation required, must be submitted to the competent chamber.

Our Office has considerable experience in establishing branch offices of foreign, mainly Italian and French, companies in Greece. Foreign public limited companies and limited liability companies are required to keep third category accounting books.