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The procedure of Incorporating a Public Limited Company
A Company Limited by Shares, namely the Société Anonyme, is a capital company with legal personality, which is responsible for its debts with its assets. The company’s capital is divided into shares. A company limited by shares is a commercial company, even if its purpose is not the exercise of a commercial activity. Businesses organized as companies limited by shares are typically more significant in financial terms. The internal organization of a company limited by shares includes the General Assembly of Shareholders, the Board of Directors and the Auditors. Shareholders own shares of 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. A Société Anonyme is incorporated and operates under L. 2190/1920, as amended by Law 4548/2018 (A’ 104).
The Public Limited Company is a legal entity that has, for the biggest part, the most-profit making character as its main advantage. The participants in it (shareholders) are responsible only up to the amount of their participation. The procedure of its creation is done in One-Stop Service (e-OSS) or through a certified notary using a standard article of association. At the end of the procedure, the company acquires several G.E.MI. (General Electronic Commercial Registry) and Tax Identification Number registers in the Chamber, and EFKA is automatically informed. The founders shall receive from the system digitally signed copies of the corporate contract and the announcement of the company’s incorporation.
The cost of incorporation
The cost of incorporation through e-OSS amounts to 18 euros for capital companies (S.A., LTD., P.C.). The company’s Cost Note of Incorporation is non-refundable.
And in addition:
a) The registration fee for G.E.MI. amounts to 10 euros.
b) The cost of registration in the chamber, which is determined by each Chamber.
c) Finally, in favor of the Competition Commission, which amounts to 1% of the capital listed in the article of association.
Other Financial Charges
a) A notary’s fee is 500 euros for the drafting of the contract plus 6 euros per sheet, plus VAT. 24%. The cost of the copies is 5 euros per sheet, plus VAT. 24%. The notary himself collects it and it is not part of the Cost Note of Incorporation.
b) A lawyer’s fee, when required. According to the law, the presence of a lawyer is required, if the capital of the company is greater than 100.000€. The minimum fee of the lawyer is set at 1% for an amount up to 5,000,000 and 0,5% for an amount above that of the sum of the company’s contract (amount of the company’s capital). Attention: This applies to any lawyer that will be present. If, for example, two people work together for the establishment of the company and they each have their own lawyer, then a fee will be paid to both lawyers. The lawyer himself collects it and it is not part of the Cost Note of Incorporation.
How many people are required to establish
The Public Limited Company can be established by one or more persons, or become a single-member company by one person collecting all of the shares. The founding members of the public limited company can be natural or legal persons. The natural persons must have completed the eighteenth (18th) year of their age (according to Art. 127 of the Civil Code, as amended by Art. 3 of Law No.1329/83). A minor’s participation in the establishment of a public limited company shall be authorized only based on a court permit.
Prior approval of the name and the Distinctive Title
According to Art.8 of JMD Law No. 63577/16.6.2018 (OGG B’ 2380/21.6.2.018), the OSS conducts electronically a Prior-Check and a Commitment of Use of the Name and the Distinctive Title of the company, under establishment through the General Index of Names and the Special Register of Names and Distinctive Titles Under Authorization by G.E.MI. The name and the distinctive title shall be checked following the provisions of circumstance c’ of par. 2 of Art.2 and par.3 of Art.5 of Law No. 3419/2005, as amended and applicable. This procedure confirms the non-selection of a common name or a distinctive title that another pre-existing company has.
In the event, that following the stated purpose, the business activity of the notifier is under the responsibility of several chambers, it is valid to announce the start of the business which has responsibility for the first of the most cumulative purposes.
Article of Association
The public limited company is incorporated with a notarial document, containing the article of association, or with a private document, if a standard article of association is endorsed, according to the decision 31637/2017 of the Minister of Economy and Development (B’ 928) and Art.9 of Law No.4441/2016 (A’ 227). The document is also a notarial one, if required by a special provision of the law, if assets are contributed to the company, for the transfer of which this type is required, or if the notarial document is chosen by the parties.
If the public limited company is established by a private document, the competent services of G.E.MI are defined as a One-Stop Service, sidestepping from Art.2 of Law No. 4441/2016. In other words, the first required notarial document for the establishment of the company can be replaced by a private one, if a standard article of association is adopted without other provisions (Art.9 of Law No. 4441/2016). No approval of the article of association or its amendment is required by the Management except when it is specifically stated by the law.
Content of the Article of Association
The article of association of the public limited company must contain provisions:
The article of association is not required to contain provisions, even if they refer to the above issues, to the extent that they are merely a repetition of existing provisions of the law, unless a permissible derogation is introduced from them.
The article of association of the public limited company must also state:
a) The personal details of the natural or legal persons who signed the article of association of the company, or the name and on whose behalf this article of association has been signed.
b) The total amount, at least approximately, of all costs required for the establishment of the company for which the company is solely responsible.
A. For the company’s name
The name of the public limited company is formed either by the name of one or more founders or shareholders or by the object of the activity it carries out or by other verbal indications. The name can also be fictitious or include an email address or any other indication, directly and continuously related to the company. The name of the company can be rendered in whole or in part in Latin characters. In case the activity of the company extends to more objects, the name can be taken from the main ones. Any expansion of the company’s purpose does not oblige the company to change its name.
The name of the public limited company must contain, in each case, the words «Public Limited Company», in full or the acronym «S.A.». For international transactions, the above words are expressed as «Société Anonyme» or the acronym «S.A.». If the public limited company is a single-member company, the name must contain the indication «Single Member Public Limited Company» or «Single Member S.A.». For international transactions, the above words are expressed as «Single Member Société Anonyme» or «Single Member S.A.». This indication is added or removed by registration in the G.E.MI., with the care of the board of directors, without amending the article of association.
B. For the headquarters of the company
The headquarters of the company must be defined as a Municipality or a Community of the Greek Territory. It is not necessary to indicate the exact address, but if it is indicated, in case of its change, even in the same Municipality or Community, an amendment of the article of association is required. The same, of course, is also required in a change in the Municipality or the Community.
C. For the duration of the company
The S.A. must have a certain duration after which it is resolved. The law does not set a maximum or minimum duration. The duration of the S.A. is extended by the decision of the General Assembly that has to be taken before the end of the term and with an increased quorum and majority.
D. For the amount and method of payment of the Capital Share
The Capital Share is always written in cash, even if the shareholders’ contributions have been provided in kind.
The minimum amount of the capital of the S.A. is set at the amount of 25,000 euros [as provided in Art.45 of Directive (EU) 2017/1132], fully paid upon the establishment of the company.
E. For the types of shares, as well as for the number, the nominal value, and their issue
The shares of the company are nominal. The company must keep a book of shareholders. The shareholders are registered in this book, with an indication of their name or corporate name and their address or registered office, as well as the profession and nationality of each shareholder. In each case, the number and category of shares, held by each shareholder, is documented. The article of association may provide for the electronic book-keeping or it can also be kept by a central security depository, a credit institution, or by an investment company that has the right to keep financial instruments. Any person registered in the book is considered a shareholder of the company.
The nominal value of each share cannot be set at less than four-euro cents (0.04) or more than one hundred (100) euros. The nominal value of the shares must be the same for all shares. In exception, shares belonging to a line or category may have a different nominal value than the others.
The shares can be common or preferred, with or without voting rights.