GREECE Law and Practice Contributed by: Ioannis Charalampopoulos, Petros Machas and Alexandros Saratsiotis, Machas & Partners
equity, debt instruments, or hybrid securities, and are required to list their shares on a regulated market or MTF within two years from incorporation. VCCs may either be internally managed and self-manage their assets or delegate asset management to licensed entities such as AIFMs, UCITS managers, or invest - ment firms. Real Estate Investment Companies (REICs) operate in the form of sociétés anonymes but are governed by the special legal framework of Law 5193/2025. Previously included in the broader AIF landscape, REICs may now opt out of AIFM licensing under Law 4209/2013 following a recent legislative amendment. Once the AIFM license is revoked, these vehicles fall outside the AIF framework and are subject exclusively to REIC-specific legislation. 2.2 Regulatory Regime for Funds The regulatory framework for AIFs in Greece is gov - erned by a combination of EU-derived and domes - tic legislation, reflecting both the EU Directives and national policy priorities. The core legislation includes some of the following. • Law 4706/2020 (Articles 37-56), which governs the legal structure and operation of mutual fund AIFs. • Law 4209/2013 (Articles 1-53), which transposes the AIFM Directive into Greek law and regulates the licensing and operation of Alternative Investment Fund Managers (AIFMs). • Law 2992/2002 (Article 7) for the formation and operation of Venture Capital Mutual Funds (VCMF). • Law 2367/1995 (Articles 5-9), which governs the establishment and operation of VCC, in the legal form of a Société Anonyme. • Law 4548/2018, which provides the general cor - porate framework for société anonyme structures, including VCC and fund managers where relevant. • Law 5162/2024, which recently introduced impor - tant updates to the Greek financial market land - scape. • Law 4172/2013 (Income Tax Code), which outlines the tax treatment of AIFs and their investors. The regulatory framework is further specified through binding decisions and circulars issued by the HCMC, which provide detailed guidance on issues such as
minimum capital requirements, risk management, valuation, reporting obligations, and fit-and-proper assessments of key personnel. Investment limitations applicable to alternative invest - ment vehicles in Greece vary depending on the legal form and regulatory classification of each fund. For mutual fund AIFs, a general rule prohibits the place - ment of more than 20% of the fund’s assets in finan - cial instruments issued by the same issuer. Similarly, in the case of real estate investments, no more than 20% of the AIF’s assets may be invested in immov - able property, which technically restricts the possibil - ity of a sector/industry-specific real estate alternative investment fund to a listed REIC. Ministerial decisions issued upon proposal by the HCMC may introduce additional investment restrictions based on the fund’s investment purpose, asset composition, or target investor base. VCMF is permitted to invest primarily in equity or qua - si-equity instruments of unlisted companies, but may also invest in listed securities provided that, at the time of acquisition, the VCMF holds at least 15% of the share capital of the investee company – unless it was already a shareholder prior to listing. VCMF may not invest more than 20% of their assets in securities of the same issuer. Moreover, investments in issu - ers that are affiliated with or significantly owned by individual unitholders (or their relatives up to the third degree) are prohibited, unless unanimously approved by the remaining unitholders. In any case, such invest - ments may not exceed 30% of the VCMF’s total assets. VCMF may also invest in corporate bonds, provided these are listed or are convertible bonds of listed companies, as well as in deposits and money market instruments. On the other hand, VCCs, structured as Société Anon - yme entities, may invest in shares or equity interests of unlisted companies and in debt instruments issued by such companies. VCC may also provide guarantees to portfolio companies for the granting of loans and allocate its available cash to deposits, money market instruments, or units of collective investment under - takings, both domestic and foreign. Furthermore, they are permitted to offer ancillary advisory and support services to their investee companies, such as market
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