GREECE Law and Practice Contributed by: Anastasia Dritsa, Elisabeth Eleftheriades, Vicky Kriketou, Irene Kyriakides, Ioanna Kyriazi, Victoria Mertikopoulou, Claire Pavlou and Panagiotis Pothos, Kyriakides Georgopoulos Law Firm
The PC is the most flexible and frequently used vehicle for SMEs, greenfield projects and a small or medium- sized Greek holding company due to its flexibility, low costs, and simplified governance. LP An LP consists of at least one general partner, with unlimited personal liability, and at least one limited partner, whose liability is limited to their agreed con - tribution. Main characteristics • There is no minimum capital requirement. • The contributions of the partners may consist of their labour, money or other assets, as well as any other form of consideration. • It is managed by its general partner(s). • All partners must be registered with the e-EFKA. • For LPs keeping single-entry books, distributed profits are exempt from dividend tax. In the LP, partner identity is central to the company’s operation and object. Therefore, unless the partner - ship agreement provides otherwise, the partner’s death, bankruptcy, or legal incapacity will generally lead to the company’s dissolution, and any change in the partnership structure requires the remaining part - ners’ consent. The LP is predominantly used by small enterprises and is unsuitable for regulated activities and large- scale operations, being preferred for activities with a low creditor exposure, such as the provision of ser - vices. 3.2 Incorporation Process All company types follow a broadly similar incorpo - ration process, completed either online through the E-One-Stop-Shop of the General Commercial Reg - istry (GEMI) or before a notary public, serving as the one-stop-shop, by notarial deed, where required by law (eg, for in-kind real estate contributions) or agreed by the founders. For online incorporation, the Model AoA (with either standardised or additional provisions) must be used, while for notarial incorporation, bespoke AoA may be used.
In all cases, the incorporation process is carried out in Greek and is completed within the same day. Online incorporation is more straightforward and cost-effi - cient, and upon completion, the company is automati - cally registered with GEMI, as well as with the tax and social security authorities. Prior to incorporation, any foreign shareholder or part - ner, and any foreign director/administrator, must first register with the Greek tax authority and obtain a Tax Identification Number (TIN). Under all of the above corporate forms, shareholders and partners may be either legal entities or individuals. In addition to the incorporation fees, the incorporation of an SA is subject to a duty payable to the Com - petition Commission, amounting to 1‰ of the share capital. 3.3 Ongoing Reporting and Disclosure Obligations Both the SA and the PC are subject to filing and dis - closure obligations with GEMI, while LPs are subject to similar, albeit less extensive, compliance require - ments. Key obligations include: • Management Changes/Changes to Representa - tion Powers/AoΑ Amendment: Any change in legal representatives (including directors of SAs or administrators of PCs and LPs), any modification to representation powers and any AoA amendment must be registered with GEMI within 20 calendar days. • Financial Statements: SAs and PCs are required to prepare annual financial statements under Greek Accounting Standards and to publish them via GEMI by the tenth calendar day of the ninth month following the end of the financial year. LPs keep single-entry books; accordingly, no such obligation applies to them, except for LPs keeping double- entry books (eg, LPs where all of their partners are limited-liability entities or their annual turnover exceeds EUR1,500,000). • Single-Member Disclosure: Where an SA or PC has a sole shareholder or partner, the identity of that
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