Kosmidis & Partners, solicitors
Partnering English-speaking businesses in Greece
Corporate structures in Greece - legal information
A suitable legal structure must be chosen before forming a company in Greece. The classic partnership is, of course, ruled out from the outset where international structures are concerned.
The following information on the corporate structures customary in Greece is primarily intended as guidance and to provide a global overview of the requirements for forming and operating a Greek company. No claim is made with regard to completeness of the information, which is subject to correction.
Company limited by shares (Greek: A.E.)
There must be at least two shareholders or, according to the law, the share capital is to be contributed by at least two founders (Article 8, Law 2190/20) in order to form a company limited by shares. There is no binding provision on the investment ratio.
The founders of the company limited by shares can be natural persons or legal entities. Natural persons must have reached the age of 18 (Article 127, Greek Civil Code, modified by Article 3 of Law 1329/83). Minors are only permitted to invest in formation of a company limited by shares with the approval of a court.
Generally speaking, as of 01.01.2002, minimum capital of EUR 60,000 is required to form an A.E. (Law 2842/2000). In certain cases, however, the law requires considerably more capital. Thus, according to Laws 1297/72 and 2166/93, the company limited by shares resulting from a merger or reorganisation must have share capital of at least EUR 300,000.
Key features of the company limited by shares (A.E.) in Greece:
- Relatively high level of capital required for formation
- The capital must be denominated in equal units forming the shares
- Strict requirements in terms of disclosure during formation and the entire existence of the company
- Lengthy existence (customarily 50+ years)
- Limited liability on part of partners/shareholders
- Majority resolutions
- Existence of two executive bodies (general meeting, supervisory board)
- Formation of the A.E. (company limited by shares) must be documented by a notary (+ mandatory representation by lawyers) and official permits, as applicable.
Company limited by liability (Greek: E.P.E.)
Pursuant to Article 3 of Law 3190/1955, the company limited by liability is a commercial company, even if its purpose is not commercial. Conduct of specific business is, however, prohibited (banking, insurance and finance, management of securities custody accounts and investment funds, leasing, commercial debt collection agencies, sale/realisation of investments in the field of cutting-edge technology (venture capital only), activities in the sports sector, etc.).
As of 01.01.2002 minimum capital of EUR 4,500 is required to form an E.P.E. (Law 2842/2000). The capital must be fully paid up on signature of the Articles of Association (Article 4 §1 of Law 3190/1955, replaced by §3 of Article 11 of Law 2579/1998), with at least half the capital to be contributed in cash. There is no limit on the level of capital.
Pursuant to Article 43a of Law 3190/1955, modified by Article 2 of Presidential Decree 279/1993, a single natural person can also form a limited liability company or a limited liability company that has already been incorporated can be reorganised into a company with just one member. A limited liability company with just one member is, however, null and void if the founding member (natural person or legal entity) is also the sole member in another limited liability company with just one member, or it has been formed by another limited liability company with just one sole member.
Key features of the company limited by liability in Greece:
- Moderate capital required for formation, inclusion of contributions in kind
- Capital denominated in "interests" or "parts" consisting of shares worth at least a multiple of EUR 30 per share
- Specific requirements in terms of disclosure during formation and the entire existence of the company
- Predetermined duration, but omitting to define the duration of the company's existence does not constitute grounds for the company's nullity
- Limited liability on part of shareholders
- Resolutions passed by a majority of more than 50% of the shareholders representing more than half of the total share capital
- Existence of two executive bodies (general meeting, directors)
- Formation of the E.P.E. (company limited by liability) must be documented by a notary (+ mandatory representation by lawyers).
Limited partnership (Greek: E.E.)
At least two parties must come together or, according to the law, jointly and severally undertake to pursue a common object respectively (Article 741, Greek Civil Code) in order to form a limited partnership.
The founding members of the limited partnership can be natural persons or legal entities. Natural persons must have reached the age of 18 (Article 127, Greek Civil Code, modified by Article 3 of Law N. 1329/83). Minors are only permitted to invest in formation of a limited partnership with the approval of a court.
Key features of the limited partnership (E.E.) in Greece:
- No statutorily prescribed (minimum) capital requirement
- Differentiation according to general and limited partners
General partners bear joint and several unlimited liability for the company's liabilities; limited partners' liability is limited to the sum they have invested in the company. - The limited partnership (E.E.) can be formed without being documented by a notary/mandatory representation by lawyers on the basis of a civil law agreement.
General partnership (Greek: O.E.)
At least two parties must come together or, according to the law, jointly and severally undertake to pursue a common object respectively (Article 741, Greek Civil Code) in order to form a general partnership. The founding members of the general partnership can be natural persons or legal entities. Natural persons must have reached the age of 18 (Article 127, Greek Civil Code, modified by Article 3 of Law 1329/83). Minors are only permitted to invest in formation of a general partnership with the approval of a court.
Key features of the general partnership (O.E.) in Greece:
- No statutorily prescribed (minimum) capital requirement
- All partners in a general partnership are jointly and severally liable with all their assets for all the company's liabilities
- The partners' liability for company liabilities that may possibly arise does not cease upon dissolution of the company
- The general partnership (O.E.) can be formed without being documented by a notary/mandatory representation by lawyers on the basis of a civil law agreement.
(Status: beginning of 2004. No responsibility is accepted for any information provided, which is subject to alteration.)
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