GREECE Law and Practice Contributed by: Fotodotis Malamas, Bernitsas
Not-for-Profit Regulations Another structure regulated by the Civil Code is the not-for-profit association ( somatio ), which is defined as a group pursuing non-profit activities made up of a minimum of 20 individuals or legal entities and having acquired a legal personality. A somatio is established following the issuance of a court decision, and the registration of its articles of association with the competent registry is kept by the court. The general meeting is the supreme governing body of the somatio . Unless the articles of association provide otherwise, management is exercised by a board, the members of which are elected by a general meeting of members. A somatio is liable for any acts or omissions of the persons representing it, to the extent that such acts or omissions take place in the course of the duties assigned to its representatives. The person held responsible is also jointly and severally liable with the somatio . Members are liable to a somatio for the payment of their contributions. A somatio is wound up in accord - ance with the relevant terms of its articles of associa - tion, and if its number of members drops to below ten. According to the ITC, a somatio is subject to 22% income tax only in respect of income deriving from commercial activities and is exempt from tax on income arising from the pursuits that fulfil its scope of activities. Religious Legal Entity The third charitable structure is the religious legal entity (RLE), which is defined as a union of at least 300 individuals belonging to the same religious com - munity and pursuing the systematic and organised exercise of worship and collective expression of reli - gious beliefs of its members.
It acquires legal personality upon registration with the Registry held at the Court of First Instance. An RLE is established following the issuance of a court decision, the publication of its dogmatic prin - ciples and a summary of its articles of association or charter, and the registration of its articles of associa - tion or charter with the registry kept at the court and the RLE Registry. 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 par - ticipate. An RLE is wound up in accordance with its articles of association or charter, or if the number of its members number falls below 100. Under specific conditions, the competent authority (currently the Ministry of Education) may judicially request an RLE’s dissolution. According to the ITC, RLEs are subject to income tax at a rate of 22% only in relation to income deriving from commercial activities. 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.
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