GREECE Law and Practice Contributed by: Ioannis Charalampopoulos, Petros Machas and Alexandros Saratsiotis, Machas & Partners
4.6 Private Placements General solicitation or advertising (even in the context of what may be considered a private placement in oth - er jurisdictions) could, under Greek law, be deemed “marketing” and thus trigger full regulatory require - ments. With regard to venture capital mutual funds, any advertisement for the establishment of the fund is expressly prohibited. Sponsors should therefore exercise caution when making any public communi - cations about an AIF, as such actions could compro - mise reliance on reverse solicitation. Reverse solici - tation is only sustained where the investment results from the investor’s own initiative, without prior active marketing. The burden of proof lies with the AIFM to demonstrate this was the case, typically through documented investor declarations. Any misstep that suggests active promotion within Greece may forfeit the ability to rely on reverse solicitation and require full compliance with the marketing regime. 4.7 Compensation and Placement Agents The use of placement agents in Greece for alterna - tive investment funds is not particularly common, with most marketing activity conducted directly by author - ised AIFMs or their affiliated entities. Where place - ment agents are engaged, they must be appropri - ately licensed and regulated in Greece or another EU Member State (typically as MiFID II investment firms or credit institutions) in order to carry out marketing activities lawfully. Managers’ own personnel may be involved in sales efforts, provided such activities fall within the scope of the AIFM’s authorisation and internal compliance framework. Sales-related compensation is permitted, but must be structured in line with the AIFM’s remu - neration policy and the AIFMD requirements, ensuring that incentives do not create conflicts of interest. 4.8 Tax Regime for Investors General Rules for Taxation of Investors The applicable tax regime for investors may vary depending on the taxation rules governing the fund. The tax residence of the investor will, in principle, determine the taxation of any income arising from a tax-transparent fund, along with any double tax trea - ty applicable to the investor. For tax-opaque funds, the income tax liability of investors is exhausted with
Furthermore, suitability assessments must be con - ducted to ensure that the investor’s knowledge, expe - rience, and risk profile align with the investment. Non- EU AIFMs are currently unable to manage or market any AIFs in Greece until further delegated acts are issued by the European Commission. Marketing of non-EU AIFs without a passport is allowed only to Greek AIFMs under certain conditions. Local investors may invest in both EU and non-EU AIFs established in Greece, subject to the applicable regulatory require - ments. 4.4 Rules Concerning Marketing of Alternative Funds The marketing and advertising of alternative invest - ment funds in Greece are regulated to ensure inves - tor protection and compliance with EU and national laws. Only authorised AIFMs and EU AIFMs operat - ing in Greece may market AIFs; non-EU AIFMs are currently prohibited from marketing unless they act through Greek AIFMs. Marketing communications, including advertisements, must be clear, fair, and not misleading, in accordance with the Law and EU rules transposed via Directive (EU) 2019/1160. Communi - cations must be consistent with the fund’s offering documents and include appropriate risk disclosures. Regulatory filings are necessary in specific situa - tions. When marketing EU AIFs in Greece by either EU or Greek AIFMs, prior notification to the HCMC is required. Additionally, for cross-border marketing to other EU Member States, the HCMC must notify the relevant national authority. Continuing obliga - tions include adherence to the approved marketing materials, providing updated disclosures when cir - cumstances change, maintaining records of market - ing communications, and ensuring ongoing suitability assessments for retail investors. Firms must also com - ply with reporting and audit requirements, ensuring that their marketing practices remain consistent with investor protection standards and the fund’s consti - tutional documents. 4.5 High Net Worth or Retail Investors This is not applicable in Greece.
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