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COMPANY FORMATION IN GREECE

Our lawyers in Athens – Greece are specialized in companies and can advise you on the establishment of a company in Greece.

First of all, by choosing the right type of company, you can get rid of personal liability. You can also reduce your taxes and most importantly, you can do business with a partner.

Setting up a company today can be done very easily at the GEMI even using a standardized simple articles of association.

ESTABLISHMENT OF A PUBLIC LIMITED COMPANY

The lawyers of our office can support you legally in the establishment of a company, i.e. in the drafting of the articles of association, its publication in the GEMI and the obtaining of the VAT number. Our Greek lawyers also undertake the drafting of the minutes of General Meetings and Boards of Directors as well as any other decision of the company required depending on its type and the conversion from one type to another.

Minimum number of partners: A public limited company may be formed by one or more persons or may become a one-person company by concentrating all the shares in a single person. The establishment of a public limited liability company as a single person or the concentration of all its shares in a single person, as well as the details of its sole shareholder, are subject to publicity formalities

Liability of partners: A public limited liability company is a capital company with legal personality, for whose debts it is liable only with its own assets

Company name: A public limited company takes its name from the type of business it carries on. The name may include the name of a founder or other natural person, or the name of a commercial company. In any case, the name must contain the words ‘public limited company’.

Publicity: The founding documents of a public limited company as well as amendments thereto, financial statements and other acts expressly referred to in the law are subject to publicity provisions.

Minimum capital: The capital of a joint-stock company shall be covered, as specified in the articles of association, by one or more founders and shall be paid, in whole or in part, upon the formation of the company. In the latter case, the part paid up on formation of the public limited liability company must be at least equal to the minimum threshold of the share capital of a public limited liability company, which is set at EUR 24 000,00, fully paid up on formation of the company.

Representation of the Company – Board of Directors: The limited liability company is represented by its Board of Directors in and out of court. The number of members of the Board of Directors shall be determined by the Articles of Association or by the General Meeting, within the limits laid down in the Articles of Association. The Administrative Board shall consist of at least three members.

Non-competition: Directors of the public limited liability company who participate in any way in the management of the company, as well as its directors, are prohibited from acting, without the authorisation of the general meeting, on their own account or on behalf of third parties, in any act

General Meeting -Exclusive power:

The general meeting of the public limited company is the only one competent to decide on:

(a) amendments to the statutes, including increases or decreases in the share capital.

(b) the election of members of the Board of Directors and auditors.

(c) approval of the company’s balance sheet.

(d) the appropriation of the annual profits.

(e) the merger, division, conversion, revival, extension of the duration or dissolution of the company; and

(f) the appointment of liquidators.

ESTABLISHMENT OF A PRIVATE LIMITED COMPANY 

Today in Greece, the majority of new companies established in Greece are in the form of a Private Limited Company ( IKE ) due to its ease of establishment and its low cost.

The basic characteristics of the IKE are:

1/. The number of partners. There is no maximum number of partners. When it consists of only 1 natural or legal person, it is a Sole Proprietorship.

2/. Purpose: Even if the purpose of an IKE is not a commercial enterprise, the company is exclusively commercial by law, belonging to the category of capital companies. The only restriction imposed by the law is that it is prohibited to carry out activities for which another type of company is exclusively designated by law (e.g. banking or insurance activities are only permitted by an incorporated company).

3/. Name: The name of an IKE may be formed either from the name of one or more partners or from the object of the business carried on. A fictitious name is also permitted. However, the name of the company must include the words ‘Private Company Limited by Shares ‘ or the abbreviation ‘I.K.E.’ in full. In the case of a one-person company, the words “One-person private company” or “One-person company” shall be included in each case. The name must not exceed 120 characters and the distinctive title 80 characters.

4/. Duration: the duration of the IKE is for a fixed period of time. If the duration is not specified in the articles of association, then the IKE has a statutory duration of 12 years from its establishment.

5/. Decision-making – Management – Representation: Our lawyers inform you that the private limited company is managed and represented by one or more managers. The acts of management and representation of the company are carried out collectively by all the partners or by the sole partner in the case of a one-person private limited company (statutory management), unless otherwise specified in the articles of association (statutory management). The manager can only be a natural person, a partner or a third party. In the case of legal management, if one of the partners is a legal person, it must appoint a natural person to act as manager on its behalf.

6/. Capital/contributions: The capital of the IKE is determined by the partners without limitation and may be zero.

7/. The instrument of incorporation of an IKE ( private limited company ) is normally drawn up by a simple private document.

The establishment of the company is done by registering the company with the General Register of Companies.

8/. Time of incorporation through the One Stop Service (STS) of the EBEA: from 1 day to 10 days, this varies depending on the volume of applications.

9/. Liability of partners: In principle, only the company is liable for the company’s obligations with its property and not the partners, with the exception of the liability of the partner who participates with a guarantee contribution, who assumes the obligation towards third parties to pay debts of the company up to the amount of his contribution.

10/. Liability of the administrator:

The Administrator shall be liable to the company for violations of the law, the articles of association and resolutions of the partners, as well as for any administrative misconduct. The managers are also directly liable to the individual partners and third parties under the provisions on tort and under the provisions of the Bankruptcy Code.

Especially for debts to the State, Insurance Organisations or for the offence of non-payment of employer’s contributions, the legal representative of the IKE, i.e. the manager, is liable, together with his personal property, in accordance with special provisions.

If several managers acted jointly, they are jointly and severally liable.

ESTABLISHMENT OF A LIMITED LIABILITY COMPANY

A general partnership is a simple form of commercial partnership whose main feature is the personal and unlimited liability of the general partners for the debts of the company, even with their personal property.

The basic requirements for its establishment are as follows:

Required partners: At least two persons are required for the establishment of a general partnership which may be natural or legal persons. Natural persons must be at least eighteen (18) years of age, otherwise it is only permitted with the permission of a court.

If one or more partners withdraw for any reason and only one partner remains, the company is dissolved if within four months the entry of a new partner is not published in the General Register of Companies.

Liability of the partners: All the partners are liable for the debts of the general partnership in full and without limitation. A partner who joins the partnership is liable in full and in full for all debts existing before joining the partnership. Any agreement to the contrary shall not apply vis-à-vis third parties.

Company name: The name of a general partnership shall be formed either from the name of one or more partners or from the object of the business or from other indications by adding the words ‘general partnership’, in full or with the abbreviation ‘LLC’.

Publicity: The general partnership shall be registered in the General Commercial Register (G.C.E.M.) with the cooperation of all the partners. The information to be registered is, at least, the name and residence of the partners, the company name, the registered office and the purpose of the company, as well as its representative. Any change in these details shall be registered in the G.E.M.I.

Minimum capital: Not required

Management: All partners have the right and obligation to manage the general partnership, unless otherwise provided for in the partnership agreement.

Profits and losses: Unless otherwise agreed, the partners of the general partnership share in the profits and losses in proportion to their share.

Unless otherwise agreed, the partnership shall beentitled to thebenefit of the general partner in the event of the partnership’sparticipation: Each partner has power of representation of the partnership, unless otherwise specified in the partnership agreement. Usually one or more managers are appointed to represent the company either jointly or individually.

INCORPORATION OF AN LLC.

A limited liability company (LLC) is a form of capital company in which the company is liable for its debts only with its own assets; its partners do not have limited liability.

The basic requirements for its establishment are as follows:

Minimum number of partners: A limited liability company must be formed by at least two persons, either natural or legal persons. However, it may also be a single person, natural or legal (one-person limited liability company) under certain conditions. This means that if a one-person limited liability company has already been established by a natural or legal person, it is not allowed to establish a new one-person limited liability company. Also a one-person LLC cannot become the sole partner of another one-person LLC.

Liability of partners: Up to the amount of the capital. The liability is of the company with its property, not of the partners. Unlike partnerships, there is a separation of the company’s property from the personal property of the founding partners.

Company name: The name of a limited liability company is formed either from the name of one or more partners or is determined by the object of the business carried on under it. The name of the company must contain the words ‘Limited Liability Company’ in full.

Publicity: The Limited Liability Company shall be registered with the G.E.M.I. Its Articles of Association and any amendments thereto and such acts as are required by law shall be published in the G.E.M.I.

Minimum capital: The capital of an LLC is determined by the partners without any limitation. The capital must be paid up at the time of incorporation. It does not have to be all in cash; it can also be a contribution in kind, i.e. a contribution of an asset to the company (e.g. real estate). However, in the case where part of the initial company capital (maximum 50% of it) is covered by a contribution in kind, a valuation must have been carried out beforehand, in accordance with the provisions of Article 9 of Law 2190/1920.

Distribution of profits: Unless otherwise regulated by the articles of association, the partners are entitled to the net profits resulting from the annual balance sheet in proportion to these contributions.

Management – Representation:

General Meeting : The management of the corporate affairs and the representation of the limited liability company shall, unless otherwise agreed, be vested in all the partners acting collectively. The partners’ meeting is the supreme body of the company and is entitled to decide on all company matters. Decisions of the meeting shall be taken by a majority of more than 50% of the total number of partners representing more than 50% of the total capital of the company. Each partner shall be entitled to at least one vote at the meeting. If he has more than one share in the partnership, the number of votes shall be proportional to the number of shares.

Administrators: By the articles of association or by a resolution of the general meeting of partners, the management of the company’s affairs and the representation of the limited liability company may be entrusted to one or more partners or non-partners for a limited or unlimited period of time. If the management referred to in the preceding paragraph is entrusted to several persons and no other appointment is made, the managers shall act collectively.