Our firm has great experience in the negotiation and execution of commercial contracts both between Greek and multi-national companies.
By way of indication:
Commercial agency and distribution contracts. Our firm has handled many cases involving commercial agency agreements in the pharmaceutical and medical/ technological field, in telecommunication services and equipment, in the offer of consumer goods, various services, technical equipment and many other types of products and services.
Franchising agreements. Our firm provides full legal support for the development of various franchising networks with regard to fixed and mobile telephony products and services, dining and fast food products and services, garments and accessories, convenience stores, hair salon and spa chains, technical services and in many other sectors.
Our legal support includes consulting on the applicable legislation in Greece, the requirements of the Competition Commission, issue of the necessary administrative permits, execution of master agreements, submission thereof with the Ministry of Commerce, legal evaluation and control of the prospective franchisees, execution of the franchisor’s supporting agreements, leasing agreements and other similar fields.
Procurement contracts and service agreementsTypical examples of contracts executed by our firm: Procurement contracts, agreements for the installation and maintenance advanced multi-million telecommunication equipment for the development of fixed and mobile telephony networks; Procurement / installation and maintenance agreements with regard to software, medical /technological equipment, machinery, computers and numerous other products and services.
Public private partnerships for the concession of land, buildings and infrastructures for touristic development and provision of leisure and dining services.
Real estate purchase, lease and management contracts;
Business administration agreements, involving particularly hotel units, factories etc.;
Toll manufacturing agreements, co-marketing and co-promotion agreements with regard to medicines.
|CONTRACTS IN GREECE
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.
According to certain court decisions, these agreements are also governed by the law regulating commercial agency contracts.
3 LEGAL SERVICES DIVORCE
LAW DIGEST Article on divorce
Greek Law recognizes various type of marriages (civil or religious ) as well as various ways for the dissolution of a marriage.
The present deals with the types of divorce and their conditions as well as with the relations between the spouses and the children after a divorce.
A/What types of marriage are there in Greece?
Marriage is conducted by means of a statement given by both persons simultaneously before the Mayor that they consent to the marriage (civil marriage) or by means of a religious ceremony (religious marriage). Both types of marriage generate the same legal effects.
Β/How can a marriage be dissolved in Greece?
Regardless of the type of marriage, a divorce can be issued by means of an irrevocable court decision which cannot be contested by any legal means. (Section 1438 CC)
B2/Types of divorce:
Β2.1/Mutual consent divorce:
Mutual consent divorce relies on a common agreement of the spouses that they consent to the dissolution of their marriage (Section 1441 CC). The spouses may dissolve their marriage by means of a written agreement, provided that the marriage had a minimum duration of six months before the execution of such agreement. Such agreement is signed by the contracting parties and their authorised attorneys or only by the latter, if duly authorised by special power of attorney executed during the month precedent to the date the agreement is executed.
If there are minor children, the marriage is validly dissolved if the agreement is accompanied by a written arrangement of the spouses regulating the children’s custody and parent-child communication details.
Mutual consent divorce is a much less costly and time consuming process than the contested divorce, and it is generally recommended.
B2.2/ Contested divorce:
A contested divorce procedure is initiated where the spouses failed to reach a common agreement on the dissolution of their marriage and one of them sues the other demanding the dissolution of the marriage.
Whether a divorce suit will be eventually accepted by the court depends on whether any of the following statutory grounds for divorce – restrictively set out in the law – is duly met:
- A) According to Section 1439 CC, either spouse may file a petition for divorce if there has been an irretrievable breakdown of the marriage, for reasons attributable to the Respondent or both spouses, so that the continuation of the marriage has become intolerable for the Petitioner. It is therefore evident that such breakdown of the marriage may not be attributable exclusively to the Petitioner. If so, the petition is dismissed as inadmissible. By way of indication, the Greek case law mentions the following events as solid causes of such irretrievable breakdown of a marriage: abandonment of the spousal residence, disregard of either spouse towards the other, emotional detachment of the spouses, insult to the personality of either spouse by the other, immorality or dishonesty of either spouse, adultery.
- B) Unless refuted by the Respondent, such irretrievable breakdown of the marriage is presumed in case of bigamy or adultery, abandonment of the Petitioner or attack against his/her life by the Respondent, as well as in case of domestic violence.
- C) If the spouses have been living separately for a period of two consecutive years, then the irretrievable breakdown of the marriage is presumed and a petition for divorce may be filed even if the causes of such breakdown are attributable exclusively to the Petitioner. The two-year separation period is not suspended by any minor cessations that took place in an effort of the spouses to restore their relations. “Separation” means both the physical and emotional detachment of the spouses along with a wish to no longer live together. Separation also exists where the spousal relationship has been so severely undermined that it is no longer tolerable to the spouses. In case of physical separation of the spouses for a term of two years, the irretrievable breakdown of the marriage, as a solid ground for a divorce, is irrefutably presumed. This practically means that the spouses may be separated even while they are still living together.
C/ What are the spousal relations after the divorce?
The legal term “alimony” refers to the amount of money required by a person to meet their basic needs, e.g. food, accommodation, lighting, heating, clothing, entertainment and medical care as well as their upbringing and education. C1a) Who is entitled to receive alimony? Entitled to receive alimony is any person who is unable to live on his/her own resources or from an employment appropriate to his/her age, medical condition or other living standards also in view of also to any educational needs.
According to Section 1486 CC, a minor child is entitled to a alimony allowance from his/her parents, even if he/she owns assets, provided that the income generated from his/her assets or employment is insufficient to cover his/her living expenses. It has also been upheld by the courts that a minor child is under no obligation to make use of its own assets before claiming alimony from his/her parents, yet he/she must have used up any such resources before claiming alimony from his/her ascendants.
A person who is unable to provide alimony without jeopardising his/her ability to meet his own living expenses, taking into account any other obligations he/she may have, is under no obligation to provide it.
The parents are liable to provide for their children in proportion to their financial capacity.
C1b)How is alimony awarded by the Greek courts?
The amount of alimony is determined based on the needs of the beneficiary, as same arise from his/her living standards. “Living standards” are the specific living conditions, which vary based on the age, place of residence, need for supervision or education and medical condition of the beneficiary, in conjunction with the financial situation of the person liable to provide alimony. Any extravagant wishes or irrational demands of the beneficiary (e.g. extravagant hobbies) are not considered as eligible needs.
The obligation to provide alimony includes anything which is essentially required for the beneficiary’s alimony, including any money required to cover his/her upbringing and professional or general education.
The amount of alimony required is determined based primarily on the income of the parents deriving from any sources. Then, the needs of the minor child are determined, based on his/her living standards, namely on his/her living conditions, without regard to any irrational demands. The parent assigned with the custody of a minor child may include in his/her alimony claim any actual expenditures incurred to meet the child’s needs, including any personal care and support services offered, which can be valued in pecuniary terms, and any other contributions in kind arising from his/her cohabitation with the child, which can be valued and included in the obligor’s child support obligation.
From the provisions of Sections 1389, 1390, 1391 and 1493 CC it emerges that spouses have a mutual obligation to maintain each other, each based on his/her financial capacity, there being no requirement for one spouse to be wealthy and the other poor. The amount of alimony is determined based on the beneficiary’s needs, which are in turn determined based on his/her family and living conditions.
It is important to note that if any changes in alimony terms occur after the issue of a court order defining the amount of alimony payable, the court may adjust its alimony order or order the obligor to cease alimony payments.
D/ What are the parent-child relations after a separation or divorce?
Parental responsibility over a minor child is a duty and a right of both parents and exercised by them jointly.
Parental responsibility includes the personal care of the minor, the management of his/her assets and his/her representation in any affairs, transactions or proceedings concerning the minor or his/her assets.
In assigning parental responsibility to either parent the Greek courts take primarily into account the appropriateness of each parent to carry out the upbringing and care of the minor child as well as the child’s relationship with each of his/her parents and siblings. In doing so, the Court evaluates each parent’s personality and ability to raise a child, as well as their living conditions and financial standing.
In case spousal cohabitation has been discontinued, i.e. the regular living conditions of the family have changed radically as there is no longer a spousal residence and each spouse lives separately from the other, then a matter arises as to whether the minor children of the family should be living with their father or mother, in which case parental responsibility is determined by the courts.
As guidance for the granting of parental responsibility, in case of disagreement between the parents and the children and referral of the case to the courts, and also as a core criterion for such assignment, the Court assesses the real interest of the child, namely seeks to ensure his/her development as an independent, responsible person.
In case of disagreement between the parents, if it is to the interest of the child for a decision to be adopted, the matter is referred to court.
According to section 1513 CC, in case of a divorce or dissolution of the marriage, then, provided that both parents are alive, parental responsibility is regulated by the court. It may be assigned to either parent or, if the parents agree and they have jointly determined the child’s residence, to both parents jointly.
In making its decision the court takes into consideration the child’s relations with his/her parents and siblings up to that point as well as any arrangements made by the parents in respect of the child’s custody and the management of his/her assets.
The parent deprived of parental responsibility has the right to request the other to provide information about the child’s personality and assets.
Child custody consists primarily in the child’s maintenance, supervision and education as well as the decision as to his/her place of residence.
The court awards custody taking into account primarily the child’s best interest. In determining the child’s best interest,
the court takes into account and evaluates all terms and conditions that are beneficial to the child. The child’s opinion is not decisive or substantially important, as in several cases the child’s views are influenced or merely temporary and inconsistent with his/her best interest. The responsibility of a parent in the divorce or discontinuance of the spousal cohabitation is of no importance, save where the parent’s behaviour has an impact on the exercise of parental responsibility and the severity or the extent of such behaviour is harmful to the interests of the child and at the same time indicative of the parent’s character and personality in general, so that the parent is expected to demonstrate equivalent behaviour also towards the child.
The parent who is not sharing premises with the child has the right to have personal contact with him/her.
The parents have no right to deprive the child of any communication with his/her grandparents, save for a serious reason. The terms of parent-child communication are determined by the court with due regard to the child’s age, obligations (educational / extra-curricular activities) and the obligations of the parents. Normally, such terms include a weekly communication for a few hours and some weekends during the month. They also include certain days during the summer and during the Christmas and Easter vacations.
E/ What are the financial effects of the dissolution of marriage?
In case a marriage is dissolved or annulled, then, if either spouse’s fortune has increased after the marriage took place and the other spouse has contributed to such increase in any manner, the latter may claim to receive a value equivalent to his/her contribution to the increase. Such contribution presumably equals one third of the increase, unless proven to be smaller, greater or zero, as per Section 1400 CC.
The spousal contribution of the claimant may consist not only in the supply of funds in any form, but also in the provision of services which can be evaluated in pecuniary terms, including services provided in the spousal residence for the care and upbringing of the children, where and insofar such services do not fall within each spouse’s obligation to contribute to family expenses.
Such services may be valued based on the pecuniary value of the income which the beneficiary could have drawn from a certain professional activity, had he/she not engaged in the supply of such services, provided that the spouse could have engaged in such activity but opted to provide his/her services to the family instead.
In particular, such increase in the spouse’s fortune is determined based on the entirety of his/her assets, namely, his/her financial situation as at the time the marriage took place (original fortune) is compared against his/her financial situation as at the time the relevant claim arises (eventual fortune).
|CORPORATE GOVERNANCE, ETHICS AND COMPLIANCE.
Our firm is a member of the EUROPEAN CORPORATE GOVERNANCE INSTITUTE.
Our firm offers the following services:
· Establishment of internal auditing procedures;
· Creation and application of codes of ethics, depending on the objects of each enterprise / organization or entity;
· Consulting on the compliance with the applicable codes of ethics, particularly to pharmaceutical and telecommunications companies;
· Legal support on matters of corporate governance;
· Internal auditing on matters pertaining to violations of the laws or the applicable codes of ethics.
|ETHICS AND COMPLIANCE IN GREECE
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.
Our firm provides a broad range of services with regard to corporate law.
By way of indication:
Consulting on the appropriate corporate form, tax or other advantages of each corporate form;
Incorporation of Greek companies;
Incorporation of Cyprian companies;
Incorporation of off shore companies;
Monitoring of formalities, i.e. keeping Minutes of the General Shareholders Meetings and Board of Directors’ meetings and publication /registration with the competent Authorities;
Mergers and acquisitions;
Due diligence for company take-over;
Protection of the Directors’ interests;
Shares transfer agreements, shareholder agreements.
|CORPORATE LAW IN GREECE
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).
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.
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).
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
L. 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.
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.
|REAL ESTATE MANAGEMENT AND CONSTRUCTIONS
Our firm has handled numerous cases involving real estates owned by construction companies or real estate development companies or private individuals.
We typically mention the following:
· Financing of land and building purchase and development plans;
· Real estate purchase and sales;
· Professional Leasing agreements;
· Management, lease, rent collection etc. with regard to real estates in Greece owned by foreign citizens;
· Sale and lease back;
· Real estate leasing;
· Hotel and tourist facilities development contracts;
· Tourist facilities restructuring contracts;
· Building construction contracts.
|THE GENERAL LEGISLATIVE FRAMEWORK GOVERNING REAL ESTATE MANAGEMENT AND CONSTRUCTIONS IN GREECE
REAL ESTATE PURCHASE AND SALE AGREEMENTS
The acquisition of real estate property in Greece is subject to the following formalities:
Legal investigation of the ownership titles held at the Land Registry or the Mortgage Registry;
Investigation of the applicable construction terms (with respect to plots of land);
Execution of a notarized deed of transfer and conveyance thereof to the Land Registry or Mortgage Registry.
PROFESSIONAL REAL ESTATE LEASE
In Greece the protection of professional lease is governed by PD 34/1995.
The minimum term of ay professional lease is 5 years, even if the lease agreement is executed for a shorter term. Upon lapse of the 5-year term, the Lessee is liable to indemnify the Lessor, otherwise the lease is extended for 3 additional years.
|TRADEMARKS AND INTELLECTUAL PROPERTY
Our firm specializes also in the field of Industrial and Intellectual Property. Unlike other law firms and offices which engage exclusively in that field, our firm has long experience both in consulting and litigation in a broad range of cases of corporate law. Thanks to that experience we are able to handle efficiently trademark and intellectual property cases.
We indicatively mention the following services:
· Registration and verification of domestic trademarks;
· Monitoring, renewal and transfer of domestic trademarks;
· Registration and verification of Community and International Trademarks;
· Patent registration in Greece as well as in Europe and internationally;
· Patent renewal in Greece as well as in Europe and internationally;
· Registration and verification of industrial designs and samples in Greece as well as in Europe and internationally;
· Registration and verification of biotechnological inventions;
· Renewal and transfer of Community and International trademarks;
· Registration and verification of Internet Domain Names in Greece (with the distinctive abbreviation “.gr”);
· Legal support and preparation of legal opinions on the violation of the laws on the protection of Industrial Property;
· Representation of clients in any court proceedings relating to violations of the laws on the protection of Industrial Property;
· Registration and defending of Intellectual Property and Related Rights;
· Conclusion of licensing agreements with regard to creators’ and performers’ work;
· Legal cover with regard to e-commerce and protection of Internet intellectual work;
· Legal support and preparation of legal opinions on the violation of the laws on the protection of Intellectual Property;
· Representation of creators and performers in any court proceedings relating to violations of the laws on the protection of intellectual work;
|THE GENERAL LEGISLATIVE FRAMEWORK GOVERNING INTELLECTUAL PROPERTY AND TRADEMARKS IN GREECE
LAWS AND DECREES GOVERNING THE PROTECTION OF INDUSTRIAL PROPERTY
· L.1733/1987: TRANSFER of TECHNOLOGY, INVENTIONS, INNOVATIONS, ATOMIC ENERGY […];
· L. 2239/ 1994: NEW INSTITUTIONAL LAW ON TRADEMARKS;
· P.D. 259/1997: PROVISIONS ON THE IMPLEMENTATION OF THE HAGUE CONVENTION ON THE INTERNATIONAL REGISTRATION OF INDUSTRIAL DESIGNS AND SAMPLES, WHICH WAS RATIFIED BY L. 2417/1996 AND PROVISIONS ON THE NATIONAL PROTECTION TITLES (GOVERNMENT GAZETTE A 185/19-10-1997);
· P.D. 321/2001: PROTECTION OF BIOTECHNOLOGICAL INVENTIONS (DIRECTIVE 98/44/EC);
LAWS ON THE PROTECTION OF INTELLECTUAL PROPERTY
L. 2121/1993: INTELLECTUAL PROPERTY, RELATED RIGHTS, CULTURAL MATTERS
TRADEMARK REGISTRATION PROCEDURE AND REQUIREMENTS
The basic requirements applicable to trademark registration are:
· The trademark is not identical or similar to any registered Trademark distinguishing any identical or similar products or services or even different product or services, if the registered trademark has gained some reputation in the commercial transactions.
· The trademark is distinguishable, so that the consumers can be sure that the products branded under that trademark derive from a specific company. In fact, the trademark must be clearly distinguished from other trademarks deriving from different companies.
· The trademark does not consist exclusively in marks or indications as to the type, quality, properties, quantity, value, origin or other characteristics of the product or service.
· The trademark does not infringe upon the moral conventions or the public order.
· The trademark is not able to mislead the consumers, especially as to the nature, quality or geographic origin of the product or service.
Trademark registration procedure:
The following documentation is submitted with the Ministry of Economy, Competitiveness and Shipping (former Ministry of Development, Gen. Secretariat for Commerce – Directorate for Commercial & Industrial Property, Kanigos Sq, – 2nd floor- Suite 224 – Business hours: 10:30-13:30):
· A declaration of specific form in six (6) copies, signed by an authorized attorney.
1. Where the trademark beneficiary claims that the trademark has “specific colored configuration”, then a colored image is affixed on the above six (6) copies, and ten (10) more colored images are submitted together with ten (10) images in black and white.
3. Trademark dimensions may not exceed 9 cm. x 8 cm. .
· In addition to the declaration copies required under para. (1) above, five (5) additional copies are required of the products or services distinguished by the trademark, classified in classes, printed out on an A4 sheet.
· A revenue stamp of €120.00 for the first class (and a €30.00 revenue stamp for every additional class).
· A power of attorney (not necessarily notarized) to the undersigned attorney, providing special authorization for trademarks.
· Where the trademark beneficiary is a General or Limited Partnership, a copy of the company’s Articles of Association is also submitted, whereas with regard to Limited Liability Companies and Companies Limited by Shares a copy of the Government Gazette or other legalization document of the undersigned attorney. The power of attorney must essentially bear the company’s seal and the signature of its legal representative.
· With regard to foreign trademarks, i.e. where the beneficiary is seated or domiciled abroad, the special power of attorney must define that the beneficiary is subject to the jurisdiction of the Courts of Athens.
· A dossier with flaps.
· Stamp duties: €2.30 in favor of the Athens Attorneys Social Security Fund; €4.00 in favor of the Jurists’ Fund / Attorneys’ Auxiliary Fund, and a Court revenue stamp of €1.00, which are all affixed on one copy of the declaration (i.e. other than the original), plus a Court revenue stamp of €0.50 which is affixed on one copy for issue of one copy of the declaration submitted.
· Attorney’s fees prepayment voucher.
· With regard to Trademarks deriving by Conversion of Community Trademarks, in addition to the above, a special printed declaration is also submitted, along with a Greek translation of the following:
2. The application for conversion;
3. An OHIM certificate certifying the community trademark’s submission date;
4. An ΟΗΙΜ decision specifying the reason why the community trademark application was rejected. The time limit applicable to the submission of the above documentation is two (2) months, starting as of the date following notification of the applicant by notice of our Department, upon receipt.
· With regard to Trademarks deriving by Conversion of an International Trademark, in addition to the above, a special printed declaration is also submitted, along with a Greek translation of the following supporting documentation:
2. A W.I.P.O document containing the information of the international registration.
Procedure from submission of a trademark declaration until final registration:
The trademark declaration together with the relevant file are submitted with the Ministry of Economy, Competitiveness and Shipping (former Ministry of Development). The date of hearing is normally 3 to 4 months after the submission date.
The Trademark Administration Committee examines whether the submitted trademark meets the requirements of the Law. The Committee renders a decision in approximately 6 months.
· If the trademark is sustained, then it is published within one year in the Commercial and Industrial Property Bulletin (CIPB). Four months after such publication, any third party having a legitimate interest can file an Appeal. If the trademark is not appealed, then it is finally registered.
· If the trademark is rejected by the Committee, the applicant can file an appeal before the Administrative Court of First Instance and then an appeal before the Administrative Court of Appeals and – if the latter is also dismissed – a petition for reversal before the Council of the State.
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