GREECE Law and Practice Contributed by: Fotodotis Malamas, Bernitsas Law
Personal Liability of Members/Board of Directors’ Members The members of a civil company are held jointly and severally liable with the company for both its corpo - rate and tax liabilities. Such joint and several liability is not provided for by law for the members of a somatio or an RLE. The corporate and tax liabilities of RLEs and somatia do not impact its members, but they are liable for any acts or omissions of the persons rep - resenting it, to the extent that such act or omission takes place in the course of duties assigned to them and creates an obligation for compensation. Only the board of directors or management are held respon - sible for such act or omission, or liable jointly and severally with the entity.
the RLE Registry maintained by the Ministry of Educa - tion and Religious Affairs. An RLE is managed by its minister according to its articles of association or charter, or by a collective administrative body in which the minister must partici - pate. There is no obligation to hold a general meeting of members, and an RLE is wound up according to its articles of association or charter, or if its members number fewer than 100. The competent authority (currently the Ministry of Education) may judicially request an RLE’s dissolu - tion if: • there is no minister for a period exceeding six months; • its scope is different from the scope provided for in the law; and • its operation has become illegal/immoral or is against public order. According to the ITC, RLEs are subject to income tax at a rate of 22% only in relation to income deriving from commercial activities, and are exempted from tax on income arising from the pursuit of their scope of activities. In interpreting the provisions of the above law, the Ministry of Finance recognises any income deriving from members’ contributions, subscription fees, State grants, fundraising activities, donations and grants made by enterprises and third parties as “income arising from the pursuit of fulfilling their scope”.
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