Many investors use Greece from the scope of an investment opportunity, as an entry to Southeast Europe and in Europe in general, by getting the “golden visa”, in order to expand their businesses. In fact, Greece is the only country in the region that is both EU and EMU member (this provides monetary and exchange rate stability). Investors who are interested in setting up a company in Greece are encouraged by the low bureaucracy. The typical time required for the establishment of any form of company, depending on the legal form and the type of the constitutional documents, is approximately 10 days.
Company incorporation in Greece starts by choosing the type of company, which can be established in accordance to your requirements, draft the company’s articles of association or the memorandum of association, choose a registered office and select an accountant for the company.
Greek law provides a variety of legal forms for carrying out a business. In addition to establishing a Greek company or entity (partnership), foreign enterprises may establish and operate a business in Greece by forming a Greek branch or entering a joint venture with another enterprise. Foreign enterprises can also establish a presence in Greece (Law 89 office/company as revised by Law 3427/2005) whose sole purpose of activity is to provide certain services to their head office, or any other affiliate company not established in Greece. Individuals can operate as sole traders or freelance professionals.
An entity with its registered place of business in Greece is normally considered a Greek entity even though all of its members may be foreign. For tax-related issues about business in Greece, please read the relevant article.
Types of Establishments
Company Limited by Shares – Société Anonyme (S.A.)
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 either shares of the company which are 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).
Conditions for establishing a Société Anonyme are:
1. WHO MUST TAKE PART IN A COMPANY?
The public limited company may be formed by one or more persons or become one person by aggregating all the shares in one person only. The founding members of the public limited company may be natural or legal persons. Natural persons must have reached the age of 18 (in accordance with Article 127 of the Civil Code, as amended by Article 3 of Law 1329/83). Participation of a minor in the formation of a public limited company is only allowed after a legal license.
2. WHAT ARE THE KEY CHARACTERISTICS OF THE COMPANY?
The public limited company is a capital company with legal personality, for whose debts, the company is only responsible for its assets. Every public limited company is commercial, even if its purpose is not the pursuit of a commercial enterprise, in accordance with Article 1 of Law 2190/1920. The main features of the public limited company are:
- The large amount of capital required for its establishment.
- The division of capital into equal shares, embedded in securities, shares.
- Strict publicity at the time of its foundation but also throughout its life.
- Its long duration (usually 50 years).
- Limited shareholder responsibility.
- Making decisions by majority.
- The existence of two bodies, namely the General Meeting of Shareholders and the Board of Directors.
3. WHAT IS THE MINIMUM AMOUNT NEEDED TO ESTABLISH A SOCIETE ANONYME COMPANY?
The minimum amount of share capital required by the law to set up an S.A. is 24,000€ and there are cases where the law requires a much larger amount of capital. The capital must be paid when the company is set up. It is not necessary for the payment to be in cash, it can also be a contribution in kind, i.e. a contribution to an asset in the company (e.g. property). However, if part or all the initial share capital is covered by a contribution in kind, it must have been valued in accordance with the provisions of article 9 of Codified Law 2190/1920.
4. WHAT IS THE LIABILITY OF COMPANIES / SHARES?
It is up to the amount of capital. The responsibility lies with the company with its property, not with the partners. Unlike personal corporations, there is a separation of the company’s property from the personal property of the founders-shareholders.
5. WHERE DO YOU SET UP A SOCIETE ANONYME COMPANY?
At the One-Stop Service. The one-stop service is the Certified Notary who will draw up the notarial deed.
6. WHAT WILL I NEED TO PAY FOR THE S.A. COMPANY? (GRANT OF SINGLE COST OF COMPANY SETTLEMENT)
- The Company’s Cost Line (70€). If the founders are over 3, the cost is increased by 5€ for each additional founder. The Company’s Cost Line is not refunded. Furthermore:
- The registration fee for General Commercial Register (10€)
- The cost of registration in the Chamber, which is determined by each Chamber.
- Finally, a fee in favor of the Competition Commission, which amounts to 1% of the capital indicated in the Articles of Association.
7. ARE THERE ANY OTHER FEES?
Notary fees note: It is 500€ for the contract plus 6€ per sheet plus VAT. 24%. The cost of the copies is 5€ per sheet, plus VAT. 24%. It is collected by the Notary himself and is not part of the Establishment’s Uniform Bill. From this, an amount of 250€ is attributed to the Legal Fund (Circular 402/2006 Legal Fund). Lawyer’s remuneration, if paid, is freely determined. It is charged by the lawyer himself and is not part of the Single establishment Bill.
Annual fees for the General Commercial Register Assistance 320€ (for each year is the same cost)
5€ for each certificate we need. It will require at least 2 certificates after starting the company.
8. PAYMENT METHOD?
The payment of the amounts of the Single Cost List of the Establishment, the PSC, the subscriptions to the EFKA (Government Insurance), as well as other payments on behalf of third parties or for copies and certificates relating to the company, is made in cash and if their value exceeds the amount of 1.500€ by bank check. Another option is to deposit the total amount in the bank account of the Central Office of General Commercial Register and then present the Bank’s deposit slip. Where it is technically possible, payment can be made via electronic and / or telephone banking (web / phone banking), credit, or debit card or interbank.
9. WHAT DO YOU NEED TO DO BEFORE THE ONE-STOP SERVICE STATION?
Have you decided on some basic facts about your company, which should be included in your statute? The statutes constitute the legal document of the company’s incorporation, but it also specifies all the key issues concerning the shareholders’ relations, the management of the company, on issues related to its life span and its dissolution. The minimum information to be contained in the Articles of Association is defined in Article 2 (1) of Codified Law 2190/20 and specifically, the Articles of Association of a public limited company (SA) should contain the following provisions regarding:
- 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 exists
- 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 an approximate amount, 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. To resolve the company and liquidate its property.
The Articles of Association of Société Anonyme must also state:
- The individual details of the legal or natural persons who have signed the company’s Articles of Association or in the name and on behalf of which this Statute has been signed.
- The total amount or at least an approximate amount, of all the expenses required for setting up the company.
- During the first fiscal year, the composition and the term of the first Board of Directors (as well as their qualities and responsibilities, if the parties so desire) and the auditors of the first financial year, if the company is subject to control.
Find the place where the company will be housed. This place will be your professional seat. If you rent it, you must have the lease certified by the competent tax office. The relevant procedure is regulated by POL 1013 (Government Gazette 32 / Β / 14-01-2014). If the space is private, you must have a copy of the title. If a third party (father, mother, etc.) is given the place free of charge for this purpose, a Responsible Statement of Concession for the registered office of the company must be established, with the signature of the concession holder If the space is privately owned. You must have a certified title copy of the lawyer. In the case of a lease or a concession for the registered office of the company being established, “Proof of Submission of Information on the Lease of Real Estate” of par. 2 of article 3 of Law 1013 / 7-1-2014 – Make sure you are insured and tax-aware. In particular, all members of the Board of Directors of S.A. must be insured and taxed if they hold more than 3% of the share capital. If this does not happen, you will be invited to do so at a later stage from the One Stop Service or, if not, the company cannot be established.
10. WHAT DO WE ESTABLISH IN THE ONE STOP – STATION SERVICE?
To set up a company and register it at the General Commercial Register, the following documents are submitted to the One Stop Service by the founders / applicants or their representative:
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 a 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”), is 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
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.
- Application to check availability of company name and distinctive title and to register these to the Chamber.
- Application to register at the relevant Chamber and
- Application to register at G.C.R.
- Application to provide a Tax Identification Number to those founders that do not have one, and the company following its establishment.
- Application to acquire a copy of the tax clearance certificate of the founders, if not submitted.
11. WHAT ELSE WILL THE ONE-STOP SERVICE REQUIRE?
The founders of the company or their representative by submitting the supporting documents to the One Stop Service set up a bank account in which the sums to be repaid are deposited in the event that the formation of the company is not completed.
In addition, applicants for the formation of a company and registration (thereof at GEMI) or a third party authorized to do so, shall complete and deposit with the One Stop Service a written mandate and a power of attorney (models 3 & 4 of Annex I) so that the One Stop Service shall take the necessary steps for the establishment of the company according to the provisions of Law 3853/2010. The granting of the mandate presupposes the consent of the founders of the company being set up to seek and receive from the One Stop Service the certificates and attestations necessary for the establishment of the company.
12. WHAT IS THE PROCESS TO SET UP A SOCIETE ANONYME COMPANY IN GRECCE?
The process is the following:
- Official Lease document for the office, (contact rent for the office)
- (For Branch) A statute bearing a stamp in accordance with Article 4 of the Hague Convention of 5 October 1961 (apostille) officially translated or, if the country of origin has not acceded to that Convention, endorsed by a consular post.
- A certificate of the competent authority of the country of the legal person’s registered office for the existence of the company.
- A certified copy of the power of attorney for the appointment of a legal representative or representative in Greece.
- Decision of the foreign company to establish a branch in Greece specifying the purpose, the registered office and the name of the branch and the details of its legal representative
- Statute of the foreign company, as in force at the time of application with a visa by the competent authority of its registered office
- Notarial or Consular Instruction for the appointment of a proxy and representative of the company in Greece which may be the same person
- Certification by the competent authority of the country of its registered office that the company has not dissolved or revoked its authorization
- Certification of the persons representing the foreign company at its registered office
- The registration number of the company at its registered office. Companies outside the European Union, whose law does not provide for registration, are excluded.
- Certificate of competent authority for the paid-up capital of the foreign company
- Bill of collection by the tax authorities, fees for the publication of the approval notice in the Official Gazette
- Certification of the Hellenic Chamber for the approval of the name and / or the Branch’s Distinctive Title.
- The above documents, issued abroad, must have an APOSTILLE or a consular visa and an official translation into the Greek language.
- For companies based outside the European Union, there must be a reciprocal agreement with Greece for LTD (EPE) (new company). The same forms are required and the constitution of the new company must be signed by the partners.
In particular, a written mandate 1 needs to be signed in order for the One Stop Service to take the necessary steps to set up the company in accordance with the provisions of Law 3853/2010.
This instruction includes and integrates the following applications:
- Application for pre-approval and registration of Brand Name and Distinguished Title and Registration thereof in the Chamber
- Application for registration in the relevant Chamber.
- Application for registration in the General Commercial Register.
- Application for a Tax Registration Number, on the one hand, to the founders of the company which do not have one and on the other hand to the company after its establishment
- Application for sending an announcement to the competent insurance association on the establishment of the S.A. and to the members of the Board of Directors who are at the same time shareholders with more than 3% of the social security institutions
13.HOW LONG DOES IT TAKE TO SET UP A SOCIETE ANONYME COMPANY IN GREECE?
It takes 7 days to 1 month.
14. ARE ALL THE FOUNDERS OBLIGED TO APPEAR IN PERSON BEFORE THE ONE STOP SHOP OR IS IT PERMITTED TO APPEAR WITH A RESPRESANTIVE?
The founders mentioned in the Company’s Articles of Association should sign and submit to the One Stop Shop all the necessary documents and applications. However, if their representative has a written authorization that bears the certified signature of the founders, they are permitted to perform every action needed in order to establish the Company, except for the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarized authorization.
In case that all founders appear in person at the One Stop Shop, they designate one of them as their representative, who is obliged to submit the required documents and provide the necessary clarifications asked by the One Stop Shop.
15. WHICH ARE THE STAGES FOR THE COMPLETION OF THE COMPANY ESTABLISHMENT?
When all the stages mentioned above are completed (check of trade name, pre-approval to use trade name, tax clearance certificates of founders, acquisition of TIN for founders if required) and a company is to be established with a notarial deed, the notary public who operates as a One Stop Shop shall draw up the notarial deed in the presence of the founders or their authorized representatives.
After the Deed is signed, the One Stop Shop shall register electronically the company data and the company’s Articles of Association in the database of G.C.R.
After the company’s registration at G.C.R., the One Stop Shop shall send a company registration request via email or fax to the Registers of the competent chamber (sample 5 of Appendix III). Within the same day or the next working day the latest, the Chamber shall send a confirmation electronically, via email or automated email, or via fax to the One Stop Shop that the company has been registered at the respective Registers.
In the end, the One Stop Shop shall send electronically the information stated in paragraph 1 of article 8 of Greek Law 3853/2010 (90A’) to the Ministry of Economy and Finance. The TIN is provided directly by the Ministry of Economy and Finance and is sent electronically to the One Stop Shop.
Limited Liability Company (L.L.C.)
A Limited Liability Company called in Greek Law E.P.E. (Mainly Law 3190/1955, Presidential Decree 419/1986) has the features of a partnership and a corporation. It constitutes a convenient form of organization for both small and medium-size enterprises. The liability of the participants is limited to the amount of their contribution. The legislator does not come up with a definition of the Limited Liability Company, obviously leaving this work to the economic and legal sciences. The 1st article of Law 3190/1955 simply describes the concept of L.L.C. (E.P.E.) and defines its main feature, which is none other than the limited liability of the partners for its obligations. In any case, it is an intermediate (mixed) corporate form between Personal and Capital companies. It is a commercial company, even if its purpose is not a commercial enterprise, according to article 3 of Law 3190/1955. Regarding the members of the E.P.E. the jurisprudence, almost without exception, accepts that the mere fact of their participation in the company does not make them acquire the commercial capacity. In order for this to happen, this partner should be actively involved in the company’s activities. The most important resemblance of the L.L.C. with S.A. and at the same time its great advantage is corporate responsibility. For its corporate obligations only the company itself is responsible (the legal person) with its property and not its partners, who, although involved in the administration and management of the company, are only limited and risk losing only their corporate shares. The governing bodies of the company are the “General Assembly” of the partners convening at least once a year and the “Administrator” elected by the General Assembly (GA). The majority of both corporate shares and partners (natural or legal persons) are required to make decisions. A Limited Liability Company may also recommend a single person or an already established Limited Liability Company. An L.L.C. may be formed by one, two or more natural persons or legal entities, however a natural person or legal entity, may not be a single partner of more than one L.L.C. The structure and operation of the L.L.C. is ruled by the Articles of Association (Statute), which must be executed before a notary public, and constitutes a registered public document.
Operational Structure
A Limited Liability Company operates based on the Partners Meeting Major and the Administrator.
Partners Meeting Major
Corporate issues may only be decided at a partners’ meeting, which is characterized by the law as the “supreme corpus” of the company. These include amendments to the articles of association, the appointment, or removal of administrators, the approval of the balance sheet, the distribution of profits, the commencement of legal proceedings against the administrators of the company or its members and the extension of its duration, amalgamation, or dissolution of the company. Each partner has at least one vote at the meeting. If a partner holds more than one share, the number of his votes is equal to the number of his shares. A meeting of the partners must be convened at least once every year and within three months following the completion of the company’s accounting period. The resolutions to be adopted at the meetings are generally passed with a majority of more than one-half of the partners representing more than one-half of the total capital of the company. However, a resolution involving an amendment to the articles of association, including the increase or decrease of the capital (which should take place in the presence of a notary public), requires a majority of at least three quarters of the partners representing at least three quarters of the company’s articles of association. Notice: Limited by Shares companies may be transformed into a Limited Liability Company.
Administrator
The management of a limited liability company may be entrusted under the articles of association or by a resolution adopted at a partners’ meeting, to one or more administrators who may or may not be partners. This type of company does not have a board of directors.
1. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE L.L.C?
Advantages
- Limited liability of the partners for the company’s liabilities (up to the amount of their contribution to the share capital)
- Absence of minimum initial capital – Deleted by Law 4156/2013
- Flexibility in decision-making in relation to a SA
- Improved credit score due to double-book books
- Quick and easy set-up process via ‘One Stop Service’
- Ability to raise a larger initial capital against (GP, LP)
Disadvantages
- Incapacity to raise capital from the Capital Market (Stock Exchange, Bonds)
- Lack of confidence of traders for the execution of large projects due to the existence of small capital in relation to a SA
- Observance of strict accounting and auditing rules and conditions of publicity (preparation and publication of accounts, issuance of a tax certificate etc.) throughout the operation
- Higher operating costs due to the above
- Certain activities in the financial and stock market are prohibited, such as banking, insurance and brokerage services, securities portfolio management, mutual fund management, leasing etc.
2. IS COOPERATION NECESSARY TO ESTABLISH A LIMITED LIABILITY COMPANY?
As a rule, a Limited Liability Company is established by at least 2 persons, either physical or legal. However, one person is natural or legal (one-person EIA) under certain conditions. That is not allowed if a natural or legal person to establish a new one-person EIA has already established a one-person EIA. In addition, one-person EIA cannot become the sole partner of another one-person EIA. Natural persons must have reached the age of 18 (in accordance with Article 127 of the Civil Code, as amended by Article 3 of Law 1329/83). Participation of a minor in the establishment of an EIA is only allowed after a legal permit.
3. WHAT ARE THE KEY CHARACTERISTICS OF THE COMPANY?
The limited liability company is a capital company with legal personality whose debts are only responsible for its own assets. According to article 3 of Law 3190/1955, the Limited Liability Company is commercial, even if that is not its purpose, but it is prohibited to carry out certain activities such as banking, insurance, brokerage, securities portfolio management, mutual fund management capital, leasing, brokerage firms, promotion and implementation of high technology investments (venture capital only) and sporting activities. Other key features:
- The division of the capital into “holding shares”, (each of which consists of corporate shares) each of which may not be less than 30 euros.
- Specific terms of publicity at the time of its foundation but also throughout its life.
- Its fixed duration, (although the failure to indicate the duration is not a reason for the company’s invalidity).
- The partners’ limited liability. Decision-making by a majority of more than half of the total number of partners, representing more than half of the total share capital.
- The existence of two bodies namely the General Assembly of the partners and the manager or managers.
4. WHAT IS THE MINIMUM AMOUNT NEEDED TO ESTABLISH AN L.L.C?
The capital of an L.L.C. is determined by the partners without any restriction. The capital must be paid up when it is set up. It does not have to be wholly in cash, it can also be a contribution in kind, i.e., an asset contribution to the company (e.g., real estate). However, if part of the initial share capital (at most 50% thereof) is covered by a contribution in kind, it must have been valued in accordance with the provisions of article 9 of Codified Law 2190/1920.
5. WHAT IS THE LIABILITY OF COMPANIES / SHARES?
It is up to the amount of the capital. The responsibility lies with the company and its property, not with the partners. Unlike personal corporations, there is a separation of the company’s property from the personal property of the founders-shareholders.
6. WHERE DO YOU SET UP A L.L.C.?
You can do it at the One-Stop Service. The one-stop service is the Certified Notary who will draw up the notarial deed.
7. WHAT WILL I NEED TO PAY FOR THE S.A. COMPANY? (GRANT OF SINGLE COST OF COMPANY SETTLEMENT)
- The Company’s Cost Line is (70€). If the founders are over 3, the cost is increased by 5€ for each additional founder. The Company’s Cost Line is not refunded. Furthermore:
- The registration fee for General Commercial Register (10€)
- The cost of registration in the Chamber, which is determined by each Chamber.
- The fee for the Attorney Provident Fund amounts to 5.80€.
8. ARE THERE ANY FURTHER FINANCIAL FEES?
Notary fees note: It is 44.02€ for the drafting of the contract plus 6€ per sheet, plus VAT. 24%. The cost of the copies is 5€ per sheet, plus VAT. 24%. It is collected by the Notary himself and is not part of the Establishment’s Uniform Bill Lawyer’s fee, if present. Lawyer’s remuneration, if paid, is freely determined. It is charged by the lawyer himself and is not part of the Single Establishment Bill.
Annual fees for the General Commercial Register Assistance 100€ (each year is the same cost)
Other Certificates: 5€ for each certificate we need. It will require at least 2 certificates after starting the company.
9. PAYMENT METHOD
The payment (of the amount of the Uniform Composition Bill and other payments on behalf of third parties or for copies and attestations relating to the company) is made in cash and if their value exceeds the amount of 1.500€, by bank check or by depositing the total amount in the bank account of the Central Office GEMI and the presentation of the Bank’s deposit slip. Where there is technical possibility, payment can be made via electronic and / or telephone banking (web / phone banking), credit or debit card or interbank.
10. WHAT DO YOU NEED TO DO BEFORE THE ONE-STOP SERVICE STATION?
Have you decided on some basic facts about your company, which should be included in your statute? The statutes constitute the legal document of the company’s incorporation, but it also specifies all the key issues concerning the shareholders’ relations, the management of the company, on issues related to its life span and its dissolution. Pursuant to article 6 of Law 3190/1955, the Articles of Association of the company must contain at least:
- The name, surname and profession of the partners, their place of residence and their nationality.
- The business name.
- The seat of the company and its purpose (a Municipality or a Community of the Greek Territory may be designated as a seat).
- Company status as limited liability.
- The capital of the company, the holding number and any multiple shares of each of them, as well as a certificate of the founders for the payment of the capital.
- The subject of contributions in kind, their valuation and the name of the contributing partner as well as the total value of the contributions in kind.
- The duration of the company.
Also, agreements between the partners on additional contributions, other benefits which are not cash or in-kind contributions, prohibition of competition with partners, prohibition on the transfer of the company’s share, withdrawal of shareholders, dissolution of the company for reasons which are not provided for by law, may be included in the company’s statutes in order to be valid. Statutes may also include provisions for management control. For all this, you can go to a lawyer or a notary, since each company has its own needs and possibly their advice is necessary.
Find the place where the company will be housed. This place will be your professional seat. If you rent it, you must have the lease certified by the competent tax office. The relevant procedure is regulated by POL 1013 (Government Gazette 32 / Β / 14-01-2014). If the space is private, you must have a copy of the title. If a third party (father, mother, etc.) is providing the space free of charge for this purpose, a Responsible Statement of Concession for the registered office of the company needs to be established. It must bear the signature of the concession holder. If the space is privately owned, you must have a certified title copy from a lawyer. In the case of a lease or a concession for the registered office of the company being established, “Proof of Submission of Information on the Lease of Real Estate” of par. 2 of article 3 of Law 1013 / 7-1-2014.
Make sure you are tax aware. In particular, all the founders / members and the L.L.C. manager(s) should be aware of the tax. If this does not happen, you will be invited to do so at a later stage from the One Stop Service or, if you are not, the company cannot be established.
11. WHAT DO ESTABLISH IN ONE STOP – STATION SERVICE?
For setting up a company and registering it at the General Commercial Register, the following documents are submitted to the One Stop Service by the founders / applicants or their representative:
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 a 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”), is 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
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 the seat of the company under establishment including the grantor’s certified signature.
- Application to check availability of company name and distinctive title. You should also register these documents at the Chamber.
- Application to register at the relevant Chamber and
- Application to register at G.C.R.
- Application to provide a Tax Identification Number to those founders that do not have one, and the company following its establishment.
- Application to acquire a copy of the tax clearance certificate of the founders, if not submitted.
12. WHAT OTHER DOCUMENTS WILL THE ONE-STOP SERVICE REQUIRE?
The founders of the company or their representative, when submitting the supporting documents to the One Stop Service, set up a bank account in which the sums to be repaid are deposited in the event that the formation of the company is not completed.
In addition, applicants for the formation of a company and registration thereof at G.C.R. or a third party authorized to do so shall complete and deposit a written mandate and a power of attorney (models 3 & 4 of Annex I) with the One Stop Service. That way, the One Stop Service shall take the necessary steps for the establishment of the company according to the provisions of Law 3853/2010. The granting of the mandate presupposes the consent of the founders of the company being set up to seek and receive from the One Stop Service any certificates and attestations necessary for the establishment of the company.
13. WHAT IS THE PROCESS TO SET UP A SOCIETE ANONYME COMPANY IN GRECCE?The process is the following:
- Official Lease document for the office, (contact rent for the office)
- (For a Branch) A statute bearing a stamp in accordance with Article 4 of the Hague Convention of 5 October 1961 (apostille) officially translated or, if the country of origin has not acceded to that Convention, endorsed by a consular post. A Certificate of the competent authority of the country of the legal person’s registered office for the existence of the company. A Certified copy of the power of attorney, for the appointment of a legal representative in Greece.
- Decision of the foreign company to establish a branch in Greece specifying the purpose, the registered office and the name of the branch and the details of its legal representative
- Statute of the foreign company, as in force at the time of application with a visa by the competent authority of its registered office
- Notarial or Consular Instruction for the appointment of a proxy and representative of the company in Greece which may be the same person
- Certification by the competent authority of the country of its registered office that the company has not dissolved or revoked its authorization
- Certification of the persons representing the foreign company at its registered office
- The registration number of the company at its registered office. Companies, outside the European Union whose law does not provide for registration, are excluded
- Certificate of competent authority for the paid-up capital of the foreign company
- Bill of collection by the tax authorities, fees for the publication of the approval notice in the Official Gazette
- Certification of the Hellenic Chamber for the approval of the name and/or the Distinctive Title of the branch.
- The above documents, issued abroad, must have an APOSTILLE or a consular visa and an official translation in the Greek language.
- For companies based outside the European Union, there must be a reciprocal agreement with Greece for LTD (EPE) (new company). The same forms and the constitution of the new company signed by the partners are also required
In particular, sign a written mandate 1 in order for the One Stop Service to take the necessary steps to set up the company in accordance with the provisions of Law 3853/2010.
This instruction includes and integrates the following applications:
- Application for pre-approval and registration of Brand Name and Distinguished Title and Registration thereof in the Chamber
- Application for registration at the relevant Chamber.
- Application for registration at the General Commercial Register.
- Application for a Tax Registration Number, on the one hand, to the founders of the company which do not have and on the other hand to the company after its establishment
Application for sending an announcement to the competent insurance association on the establishment of the S.A. and to the members of the Board of Directors who are at the same time shareholders with more than 3% of the social security institutions.
14. HOW LONG DOES IT TAKE TO SET UP A SOCIETE ANONYME COMPANY IN GREECE?
It takes 7 days to 1 month.
15. ARE ALL THE FOUNDERS OBLIGED TO APPEAR IN PERSON BEFORE THE ONE STOP SHOP OR IS IT PERMITTED TO APPEAR WITH A RESPRESANTIVE?The founders mentioned in the Company’s Articles of L.L.C. should sign and submit to the One Stop Shop all the necessary documents and applications. However, if their representative has a written authorization that bears the certified signature of the founders, this person is permitted to perform every action needed in order to establish the Company, except for the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarized authorization.
In case that all founders appear in person at the One Stop Shop, they designate one of them as their representative, who is obliged to submit the required documents and provide the necessary clarifications asked by the One Stop Shop.
16. WHICH ARE THE STAGES FOR THE COMPLETION OF THE COMPANY ESTABLISHMENT?When all the stages mentioned above are completed, (check of trade name, pre-approval to use trade name, tax clearance certificates of founders, acquisition of TIN for founders if required) and a company is to be established with a notarial deed, the notary public who operates as a One Stop Shop shall draw up the notarial deed in the presence of the founders or their authorized representatives.
After the Deed is signed, the One Stop Shop shall register electronically the company data and the company’s Articles of Association in the database of G.C.R.
After the company’s registration in G.C.R., the One Stop Shop shall send a company registration request via email or fax to the Registers of the competent chamber (sample 5 of Appendix III). Within the same day or the next working day the latest, the Chamber shall send a confirmation electronically, via email or automated email, or via fax to the One Stop Shop that the company has been registered at the respective Registers.
In the end, the One Stop Shop shall send the information stated in paragraph 1 of article 8 of Greek Law 3853/2010 (90A’) to the Ministry of Economy and Finance, electronically. The TIN is provided directly by the Ministry of Economy and Finance and is sent electronically to the One Stop Shop.
Private Capital Company (P.C.C.)
A simpler and more flexible corporate form, namely the Private Company (IKE), has been introduced by Law 4072/2012 (A’86). IKE is a private capital company which has capital and the liability of its members for the company debts, except for those with guarantee contribution, is limited. A private capital company is established by one or more natural persons (founders). Participation to a private capital company requires the acquisition of one or more company shares. The company may issue a document for the company shares, which does not have the features of a security.
The Private Capital Company is a capital company with legal personality and is commercial even if its purpose is not to be a commercial enterprise. It is solely responsible for its property for corporate obligations, with the exception of the liability assumed by the partners with guaranteed contributions (Article 43 (2) and Article 79). Its key feature is that at least one partner is required to receive at least one share corresponding to a capital injection (Article 77) of at least 1€. However, it is possible to involve partners and to obtain shares with other types of contributions: the extra-budgetary (Article 78) and the guarantee (Article 79), the value of which may not exceed 75% of the amount of the liability assumed by the partner of the company’s lenders. The partners’ liability is up to the amount of the capital. The responsibility lies with the company with its property, not with the partners. The only exception is the partner participating in a guarantee, who also undertakes the payment of third parties, if the debts of the company so require, up to the amount of his contribution.
- WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE P.C.C. COMPANY?
Advantages
- The Law does not specify a specific amount of capital for their constitution. Thus, a Private Capital Company may be constituted with a minimum capital of one (1) euro only. Automatically, the capital raising tax paid to the competent tax office at the establishment of the company is limited to one cent of the euro.
- The fees for establishment and operation are much smaller than the respective fees for the establishment of GP, LP, LLP and SA. It is only mandatory to pay the registration fee to G.C.R. (10 euros), the registration fee to the Chamber and the company registration bill (approximately 70 euros). There is no obligation to publish the amendments to the Articles of Association in the Official Gazette. All amendments are published through GEMI or the corporate website, which means less cost.
- The company’s articles of association may also be drafted in a private document, without the need for a notary’s assistance, which is mandatory in SA and a L.L.P. There are no notary expenses, which are significant costs, not only during the constitution, but also during the amendment of the statutes. A P.P.C. is established by a notarial deed in the specific cases specified by the Law or by a contribution to the asset company.
- The new Unified Social Insurance Fund (EFKA) is compulsorily subject to the partnerships of the personal companies (GP, LP) and the limited liability companies (LLP), as well as the members of the Board of Directors of S.A. whereas, participating in the capital of a SA with at least 3%. On the contrary, for ICE partners, the insurance is optional, while only the LLC manager, designated by the statutes or by decision of the partners, is obligatorily insured. In the case of a one-person IKE, the partner, who is usually the manager of the company, is insured.
- In the G.P. and the L.P. the partners guarantee with their own individual assets (mobile or immovable) the financial obligations of the company (e.g. home of a partner). On the contrary, in LLP the partners are not responsible for the debts of the company with their personal assets. Consequently, LLP or corporate obligations is only responsible for the company with its assets and not with the assets of the partners.
- Decision making in a company requires a double majority. That is, if the partners are five, the three must agree and at the same time the three of them hold more than 51% of the company. This makes it difficult for the company to operate, and often the absence of a partner may block decision-making. In Private Capital Companies, such an obstacle does not exist. Anyone with the largest corporate share is also making decisions.
Disadvantages
- C.C. have the accounting obligations of a public limited company, i.e. double-entry bookkeeping, balance sheet preparation, maintenance of the fund of the company. These obligations entail more work for the company’s accountant and consequently higher costs. On the contrary, general and limited partnerships generally copy books (revenues and expenses) with lower accounting costs.
- C.C. are taxed exactly like S.A.s and L.L.P.s and companies in general with duplicate books and the total tax burden is higher than the GP and the SP.
2. AMOUNTS NEEDED TO ESTABLISH A P.C. COMPANY
The private capital company is established by one or more natural or legal persons (founders). No matter if one person is natural or legal (one-person PCC). In this case, the name of the sole partner is disclosed to GEMI. Natural persons must be at least eighteen (18) years old, in accordance with Article 127 of the Civil Code, as amended by Article 3 of Law 1329/83. Participation of a minor in the establishment of the P.C.C. is only allowed after legal permission.
3. WHAT ARE THE KEY CHARACTERISTICS OF THE COMPANY?
The P.C.C. is a capital company with legal personality and is commercial even if its purpose is not a commercial enterprise. It is solely responsible for corporate obligations with its property, with the exception of the liability assumed by the partner with guarantee contributions (Article 43 (2) and Article 79). The capital of the IKE is determined by the partners without limitation. It may even be zero. However, the participation of partners and the acquisition of shares with other types of contributions other than capital (Article 77) may also be possible: the ex-capitals (Article 78) and the guarantees (Article 79) whose value may not exceed 75% of the amount of the liability assumed by the partner towards the creditors of the company. Other key features:
- Its fixed term (12 years, although the failure to indicate the duration is not a reason for the company’s invalidity).
- Without prejudice to Article 79 of Law 4072/2012, corporate liability is the responsibility of the company only with its assets.
- The publicity of the company is either on the web site or at G.C.R, without the need for publication in the Gazette / S.A.-LLP & GCR.
- Contributions may be capital, e.g. your known capital, but also in extra-fund or guarantee, e.g. items that are not subject to valuation.
- It is noted that P.C.C. is established by a private document, unless the type of notarial act is provided by a special legal provision or contribution to the asset company.
- In order to enhance its flexibility, the law allows decision-making of partners both inside and outside the assembly.
- The meeting is convened by the administrator 8 days prior to the meeting and the partners are even informed via email.
- The publication of the financial statements of IKE is carried out exclusively through GCR and the company’s website. The distribution of profits to the partners follows the creation of a reserve.
- Article 103 specifies the reasons why the PCC can be resolved. Among which is the cancellation of the company and the possibility of a judicial solution if found without capital shares. It should be noted that the law does not provide for its termination by denunciation of one of the partners or by a court order for a significant reason, except in the case of the absence of a capital contribution share.
- It is explicitly stipulated that the partners with guarantee contributions continue to be liable for three years after the company’s dissolution of the debts.
4. WHAT ARE CAPITAL CONTRIBUTIONS?
Capital contributions are contributions in cash or in kind that form the capital of the company. Increase or decrease of corporate shares corresponding to capital can only be done by raising or decreasing capital, which is paid in full upon the establishment of the PCC. or when it is increased.
5. WHAT ARE EXTERNAL CONTRIBUTIONS?
“Extra-fund contributions” consist of benefits that cannot be the subject of a capital charge, such as claims arising from a performance obligation or service. These benefits must be specified in the Articles of Association and executed for a fixed or indefinite period of time. The value of these contributions, either at the company’s establishment or later, is specified in the Articles of Association.
6. WHAT ARE GUARANTEED CONTRIBUTIONS?
It is the contributions raised for taking responsibility towards third parties for the debts of the company up to the amount stipulated in the Articles of Association. The value of each guarantee levy is specified in the Articles of Association and may not exceed seventy-five percent (75%) of the amount of the liability.
7. WHAT IS THE MINIMUM AMOUNT NEEDED TO ESTABLISH A P.C.C?
It is no longer required to pay capital (capital contribution) for the establishment of the P.C.C.
8. WHAT IS THE LIABILITY OF COMPANIES / SHARES?
It is up to the amount of capital. The responsibility lies with the company with its property, not with the partners. Unlike personal corporations, there is a separation of the company’s property from the personal property of the founding partners.
9. WHERE DO YOU SET UP A P.C. COMPANY?
At the One-Stop Service.
10. WHAT WILL I NEED TO PAY FOR THE P.C. COMPANY? (GRANT OF SINGLE COST OF COMPANY SETTLEMENT).
The Company’s Cost Line is 70 EUROS. If the founders are over 3, the cost is increased by 5 euros for each additional founder. The Company’s Cost Line is not refunded. Furthermore:
- The registration fee for the General Commercial Register (10 EURO).
- The cost of registration in the Chamber, which is determined by each Chamber.
- The fee for the Attorney Provident Fund, amounting to € 5.80.
- The fee for the Fund, which amounts to 0.5% of the capital (capital contributions) if it is created by a private agreement. If it is established by a notary, the percentage varies and more information will be provided by the certified notary.
11. ARE THERE ANY OTHER FEES?
Notary fees (if PCC’s establishment is notorious): It is 44.02€ for the drafting of the contract plus 6€ per sheet, plus VAT. 24%. The cost of the copies is 5€ per sheet, plus VAT. 24%. It is collected by the Notary themselves and is not part of the Establishment’s Uniform Bill Lawyer’s fee, if present. Lawyer’s remuneration, if paid, is freely determined. It is charged by the lawyer himself and is not part of the Single Establishment Bill.
Annual fees for the General Commercial Register Assistance 100€ (for each year is the same cost).
Other Certificates: 5€ for each certificate we need. At least 2 certificates will be required after starting the company.
12. PAYMENT METHOD
The payment of the Amount of the Uniform Composition Bill and other payments on behalf of third parties or for copies and attestations relating to the company are made in cash. If their value exceeds the amount of 1.500€, then it is made via a bank check or by depositing the total amount in the bank account of the Central Office G.C.R. with the presentation of the Bank’s deposit slip. Where there is technical possibility, payment can be made via electronic and / or telephone banking (web / phone banking), credit or debit card or interbank.
13. WHAT DO YOU NEED TO DO BEFORE THE ONE-STOP SERVICE STATION?
You have decided on some basic facts about your company, which should be included in your statutes.
- The name, address, and any e-mail address of the partners. If the company is set up as a single person, the name of the sole partner is made public by GCRI. (Article 43 (4))
- The business name (Article 44)
- The registered office of the company, its purpose, its capacity as a Private Capital Company Contributions by partners, by category of contributions and their value (Articles 77 to 79)
- The capital of the company and the total number of company shares.
- The initial number of shares of each partner and the type of contribution they represent. The manner in which the company is managed and represented (Articles 55 to 64)
- The duration of the company (Article 46). It should be noted that if the statutes do not specify a term, the company lasts twelve years from its establishment.
Also, agreements between the partners on additional contributions, other benefits which are not cash or in-kind contributions, prohibition of competition with partners, prohibition on the transfer of the company’s share, withdrawal of shareholders, dissolution of the company for reasons which are not provided for by law, may be included in the company’s statutes in order for them to be valid. Statutes may also include provisions for management control. For all this, you can go to a lawyer or a notary, since each company has its own needs and possibly their advice is necessary.
Find the place where the company will be housed. This place will be your professional seat. If you rent it, you must have the lease certified by the competent tax office. The relevant procedure is regulated by POL 1013 (Government Gazette 32 / Β / 14-01-2014). If the space is private, you must have a copy of the title. If a third party (father, mother, etc.) is given this space free of charge for this purpose, a Responsible Statement of Concession for the registered office of the company must be established, with the signature of the concession holder. If the space is privately owned, you must have a certified title copy from the lawyer. In the case of a lease or a concession for the registered office of the company being established, “Proof of Submission of Information on the Lease of Real Estate” is necessary, par. 2 of article 3 of Law 1013 / 7-1-2014
Make sure you are tax aware. In particular, all the founders / members and the L.L.C. manager (s) should be aware of the tax. If this does not happen, you will be invited to do so at a later stage from the One Stop Service or, if it not, the company cannot be established
14. WHAT DO WE ESTABLISH IN THE ONE STOP – STATION SERVICE?
In order to set up a company and register it at the General Commercial Register, the following documents are submitted to the One Stop Service by the founders / applicants or their representative:
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 certified copies of these documents to the One Stop Shop.
- Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in the 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
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 both 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.
- Application to check the availability of the company name and distinctive title and to register these to the Chamber.
- Application to register at the relevant Chamber and
- Application to register at G.C.R.
- Application to provide a Tax Identification Number to those founders that do not have one, and the company following its establishment.
- Application to acquire a copy of the tax clearance certificate of the founders, if not submitted.
15. WHAT OTHER DOCUMENTS WILL THE ONE – STOP SERVICE REQUIRE?
The founders of the company or the representative thereof need to submit documents to the One Stop Shop designating a bank account in which they have deposited the amounts refunded, if the formation of the company is not complete.
Additionally applicants or a third party authorized for this, who are setting up a company and registering in G.C.R, must complete and submit a written order and authorization (model A of the K1-1084 / 24.05.12) to the One Stop Service to take the necessary steps to set up the company in accordance with the provisions of Law 3853/2010. The mandate presumed consent of the founders of the company being established is granted in order to search and download all licenses and certificates from the One Stop Shop, which are necessary for the formation of the company. This instruction includes and integrates the following applications:
- Application for pre-approval and registration of Brand Name and Distinguished Title and Registration thereof in the Chamber
- Application for registration in the relevant Chamber
- Application Form to G.C.R.
- Application for Granting a Tax Identification Number, if the founders of the company do not have one after its creation and an appointment of a founder’s Tax Return
- Application of a founder’s Tax Return Form if it is not presented
- Application for sending notice to the persons responsible, in case of insurers’ establishment of Private Capital Company.
16. WHAT IS THE PROCESS TO SET UP A SOCIETE ANONYME COMPANY IN GREECE?The process is the following:
- Official Lease document for the office, (contact rent for the office)
- (For Branch) A statute bearing a stamp in accordance with Article 4 of the Hague Convention of 5 October 1961 (apostille) officially translated or, if the country of origin has not acceded to that Convention, endorsed by a consular post. A Certificate of the competent authority of the country of the legal person’s registered office for the existence of the company. A Certified copy of the power of attorney for the appointment of a legal representative or representative in Greece.
- Decision of the foreign company to establish a branch in Greece specifying the purpose, the registered office and the name of the branch and the details of its legal representative
- Statute of the foreign company, as in force at the time of application with a visa by the competent authority of its registered office
- Notarial or Consular Instruction for the appointment of a proxy and representative of the company in Greece which may be the same person
- Certification by the competent authority of the country of its registered office that the company has not dissolved or revoked its authorization
- Certification of the persons representing the foreign company at its registered office
- The registration number of the company at its registered office. Companies outside the European Union whose law does not provide for registration are excluded.
- Certificate of competent authority for the paid-up capital of the foreign company
- Bill of collection by the tax authorities, fees for the publication of the approval notice in the Official Gazette
- Certification of the Hellenic Chamber for the approval of the name and/or the Branch’s Distinctive Title.
- The above documents, issued abroad, must have an APOSTILLE or a consular visa and an official translation in the Greek language.
- For companies based outside the European Union, there must be a reciprocal agreement with Greece for LTD (EPE) (new company). The same forms are required and the constitution of the new company must be signed by the partners.
In particular, a written mandate must be signed 1 in order for the One Stop Service to take the necessary steps to set up the company in accordance with the provisions of Law 3853/2010.
This instruction includes and integrates the following applications:
- Application for pre-approval and registration of Brand Name and Distinguished Title and Registration thereof in the Chamber
- Application for registration in the relevant Chamber.
- Application for registration in the General Commercial Register.
- Application for a Tax Registration Number, on the one hand, to the founders of the company which do not have one and on the other hand to the company after its establishment.
Application for sending an announcement to the competent insurance association on the establishment of the S.A. and to the members of the Board of Directors who are at the same time shareholders with more than 3% of the social security institutions.
17. DO YOU NEED TO APPLY TO EFKA? WHAT DO I NEED TO DO IN ORDER TO APPLY TO THE EFKA?
The obligatory insurance of the EFKA includes: The managers of PCC defined by statute or by decision of the partners and the sole partner of one-person PCC. The other partners of PCC fall under the EFKA insurance. The One Stop Service sends a notice of the establishment of the ICE to the competent insurance providers as well as the details of the partners and the manager(s).
18. HOW LONG DOES IT TAKE TO SET UP A L.L. COMPANY IN GREECE?
It takes 7 days to 1 month.
19. ARE ALL THE FOUNDERS OBLIGED TO APPEAR IN PERSON BEFORE THE ONE STOP SHOP OR IS IT PERMITTED TO APPEAR WITH A RESPRESANTIVE?
The founders mentioned in the Company’s Articles of P.C.C. should sign and submit to the One Stop Shop all the necessary documents and applications. However, if their representative has a written authorization that bears the certified signature of the founders, this person is permitted to perform every action needed in order to establish the Company, except for the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarized authorization.
In case that all founders appear in person at the One Stop Shop, they designate one of them as their representative, who is obliged to submit the required documents and provide the necessary clarifications asked by the One Stop Shop.
20. WHICH ARE THE STAGES FOR THE COMPLETION OF THE COMPANY ESTABLISHMENT?
When all the stages mentioned above are completed (check of trade name, pre-approval to use trade name, tax clearance certificates of founders, acquisition of TIN for founders if required) and a company is to be established with a notarial deed, the notary public who operates as a One Stop Shop shall draw up the notarial deed in the presence of the founders or their authorized representatives.After the Deed is signed, the One Stop Shop shall register electronically the company data and the company’s Articles of Association in the database of G.C.R.
After the company’s registration at G.C.R., the One Stop Shop shall send a company registration request via email or fax to the Registers of the competent chamber (sample 5 of Appendix III). Within the same day or the next working day the latest, the Chamber shall send a confirmation electronically, via email or automated email, or via fax to the One Stop Shop that the company has been registered at the respective Registers.
In the end, the One Stop Shop shall send electronically the information stated in paragraph 1 of article 8 of Greek Law 3853/2010 (90A’), to the Ministry of Economy and Finance. The TIN is provided directly by the Ministry of Economy and Finance and is sent electronically to the One Stop Shop.
Accounting Fees
1. What are the legal fees for company accounting services for a small range company (up to 5 employees)? What services exactly are included?
Legal fees in Greece depend on the type of business. In L.L.P., P.C.C. and Société Anonyme the legal fee starts at 450€ monthly. The fee includes all tax and insurance obligations of the company. The accounting fee also depends on the company’s annual revenue.
2. What are the legal fees for company accounting services for a middle range company (up to 10 employees)? What services exactly are included?
In L.L.P., P.C.C. and Société Anonyme the legal fee starts at 650€ monthly. The fee includes all tax and insurance obligations of the company. The accounting fee also depends on the company’s annual revenue.
3. What company type is preferable to set up: L.L.P. or P.C.C.?
The difference between L.L.P. and P.C.C. is that the operation and decision-making at P.C.C. is much easier and less costly than L.L.P. In fact, P.C.C. since 2012 is the new LLP type of company for the Greek tax authority. In addition, in the P.C.C. you insure (compulsory insurance) only the manager of the company, in contrast to the L.L.P. that all the shareholders must be insured in the Unified Social Security Fund (EFKA).
4. What is Value Added Tax rate in Greece?
The Value Added Tax (VAT) in Greece is 24%.
5. What is a corporate tax in Greece?
Corporate tax in Greece is 22%. Additionally, there is an 80% tax prepayment for the next year and a 5% tax on the dividends the company distributes to the shareholders.
6. What other taxes exist in Greece that are relevant to your business activity?
There is an annual fee that we pay to the Greek Tax Authority 1.000€ each year as tax of business existence.
7. What is the average salary in Athens for administrative positions, full time job?
Τhe average salary in Athens for full-time administrative job positions starts at 800€ monthly for ordinary employees and can range from 1.500€ to 2.000€ for higher administrative job positions in the company.