Commercial companies in Greece are divided into partnerships and incorporated firms.

Partnerships comprise General Partnerships (GP) and Limited Partnerships (LP).

Incorporated firms comprise the Companies Limited by Shares (Societes Anonymes or SA) and the Limited Liability Companies (LTD).

PARTNERS’ LIABILITY 

The major difference between partnerships and incorporated firms is that general partners are personally liable for the company’s debts with their personal property.

SHARE CAPITAL LIMITATIONS

There are no limitations as to the minimum capital of general and limited partnerships.

The minimum share capital required for companies limited by shares is €60,000.

With regard to Limited Liability Companies, such limit is currently €4,500.

FORMALITIES

General and limited partnerships are subject to very few formalities with regard to their establishment and operation.

Companies limited by shares on the other, are subject to a series of formalities:

• They are incorporated by means of a notarized deed;
• Their annual financial accounts are subject to publication formalities (i.e. the Balance Sheet, Profit and Loss Account and Allocation of Profits, prepared in accordance with the Greek General Accounting Plan, are published in the Government Gazette and in one political newspaper).
• Specific decisions of the BoD and the General Shareholders’ Meetings e.g. on Company representation are subject to publication;
• The notice to a GM is published in the press (with specific exclusions).

COSTS

The establishment cost of general and limited partnerships is quite low.

For SAs and LTD, the incorporation cost is much higher.

The following apply to the incorporation of societes anonymes:

Capital Accumulation Tax, at 1% of the share capital and any share capital increase;

Notaries fees, at approx. 1.20% of the share capital.

TAX EXEMPTIONS IN CASE OF MERGER

1. 2166/1993 provides for a series of tax exemptions in case of merger of two anonymous societies. We indicatively mention that one of the major advantages provided in the law with respect to mergers is that the tax reserves of the company acquired formed in accordance with the development laws are not subject to taxation as at the time of the merger, provided that they are deferred to the reserves account of the new or acquiring company.

Moreover, Section 3 of L. 2166/93 provides explicitly that the contribution and transfer of the assets of the transforming companies, any actions or agreements pertaining to the contribution or transfer of assets, liabilities, rights or obligations, and any actions or agreements required for the transformation or incorporation of the new company, are exempt from all taxes, stamp duties or other State charges.

CYPRIAN COMPANIES

Cyprus is a member-state of the European Union. Companies seated in Cyprus are subject to a more favorable tax regime compared to those seated in Greece.

Greece and Cyprus have entered into a Double Taxation Convention, which renders taxation even more favorable for the companies seated in Cyprus.

In Greece, corporate governance was introduced at the beginning of the last decade, by law 3016/2002.

CODES OF ETHICS APPLICABLE TO THE PHARMACEUTICAL SECTOR 

The pharmaceutical sector is governed, among others, by the following codes of ethics:

The Code of Ethics of SFEE (Hellenic Association of Pharmaceutical Companies),regulating the promotion of prescribed medicines.

The EMEA Code of Ethics, regulating the promotion of prescribed medicines.

CODES OF ETHICS APPLICABLE TO TELECOMMUNICATIONS

This sector is governed, among others, by the following codes of ethics:

Code of Ethics on the Provision of Electronic Communications Services to the Consumers.

Code of ethics on the provision of multi-media information.

Code of ethics on value added services offered through mobile phones and on the protection of minor users.

A general principle governing the Greek law is the freedom to contract. However, such freedom is limited by the principles of good faith and the moral conventions as well as by other mandatory provisions of the law.

Several types of contracts are regulated by special laws, which in most cases derive directly from the respective EU directives.

We typically mention the following:

COMMERCIAL AGENCY AND DISTRIBUTION CONTRACTS 

They are governed by P.D. 219/1991.

The law provides for clientele indemnification in case of contract termination.

FRANCHISING AGREEMENTS

According to certain court decisions, these agreements are also governed by the law regulating commercial agency contracts.

The applicable legislation in Greece is Law 3373/2005 (as supplement to L. 703/77) on free competition, which is transfer of the respective EU directives, and L. 146/1914 on unfair competition.

The Hellenic Competition Commission (CC) is assigned with the task of ensuring smooth market operation and due implementation of fair competition. The Commission operates as an independent authority and enjoys administrative and financial autonomy.
The Competition Commission is assigned with the implementation of L. 703/77 “On the Control of Monopolies and Oligopolies and Protection of Free Competition”.
In particular, the Competition Commission:

• Identifies any collaborations between enterprises which are intended to or actually limit competition, in accordance with the provisions of Section 1 para. 1 of L. 703/77;
• Exempts any collaborations which limit competition, yet have a positive financial effect, benefit the consumers, do not cancel out competition or bind excessively the collaborating enterprises, in accordance with the provisions of Section 1 para. 3 of L. 703/77;
• Identifies any abusive behavior on part of enterprises having dominant position in the market, pursuant to Section 2 of L. 703/77;
• Identifies the abuse by one or more enterprises of the financial dependency upon them of other companies being their customers or suppliers, even with regard to specific types of products or services, where the latter lack any other alternatives, in accordance with Section 2(a) of L. 703/77;
• Carries out preliminary investigation on the impact that certain collaborations may have on competition, in accordance with Sections 4 – 4(f) of L. 703/77;
• Imposes sanctions where violations of L. 703/77 are identified;
• Takes security measures where a violation of Sections 1, 2, 2(a) and 5 of L. 703/77 is speculated;
• Investigates, at the request of the Minister for Development or ipso jure, specific sectors of the Greek market, where it is identified that the conditions of effective competition are not met and may take, by means of a justified decision, any regulative measures required with regard to market restructuring and the creation of conditions of free competition;
• Opines on any competition matters, at the request of the Minister for Development or any other competent Minister or any Chamber associations or industrial / commercial associations;
• Implements the provisions of Articles 81 and 82 of the European Community Treaty;
• Cooperates closely with the European Commission and the Competition Authorities of other EU member-states for due implementation of the Community competition law;
• Monitors the enforcement of the decisions of the Competition Commission, the ministerial decisions and the court decisions rendered with regard to any appeals against the aforementioned decisions.

With regard to certain sectors, such as the telecommunications sector, the above powers and duties are assigned to other authorities, such as the Hellenic Telecommunications and Post Commission.

COMMERCIAL AGENCY AND DISTRIBUTION CONTRACTS

These contracts are governed by P.D. 219/1991.

The law provides for clientele indemnification in case of contract termination.

FRANCHISE AGREEMENTS

According to certain court decisions, these agreements are also governed by the law regulating commercial agency contracts.

An administrative dispute is any disruption in the legal relations between the citizens and the state (or legal entities of public law) caused as a result of any action or omission on part of the state as a public authority.

Any disputes between private citizens and the state are referred to the administrative courts.

Normally, the procedure before the administrative courts is extremely long and time-consuming.

The basic law governing environmental protection in Greece is L. 1650/86, which enforces the relevant EU Directives.

The Council of the State (Supreme Administrative Court) is particularly strict on environmental matters.

Basic principles that should be applied by the Administration Authorities in performing their duties.

• The Principle of Legality;
• The Protection of the Public Interest;
• The principle of subsidiarity of the State;
• The principle of efficiency of the Administrative Actions;
• The principle of continuity of the Administration Bodies;
• The right of previous hearing of the Citizens prior to taking an unfavorable decision;
• The principle of good faith and protection of justified trust;
• The principle of proportionality;
• The principle of prudent management and leniency;
• The principle of equality;
• The principle of necessity.

The administrative disputes are distinguished into substantive disputes and annulment proceedings.

In the annulment proceedings, the courts examine only the legitimacy of an administrative acts and may only cancel them. In substantive disputes the court carries out a check of appropriateness of the contested administrative act and has the power to amend it.