GREECE Law and Practice Contributed by: Nikolaos Koulocheris, Ioannis Charalampopoulos, Rozita Karasso and Dimitra Kotsovelou, Machas & Partners
5.4 Minimum Capital Requirement The minimum share capital for the establishment of a société anonyme is EUR25,000. The establishment of a private company requires the issuance of at least one share part with a minimum nominal value of EUR1. The corporate capital of the private company may be formed by capital contributions in cash or in kind, non-capital contributions of work, services or other assets not subject to valuation and/or guarantee con - tributions consisting of an undertaking of liability for obligations of the company vis-à-vis third parties. The minimum required share capital for a société anonyme to be licensed as a REIC was raised to EUR 40 million with the introduction of Law 5193/2025, which must be contributed in full and may consist of contributions in cash and money market instruments, real estate or tradeable instruments that serve the operational needs of the company, as well as shares of compa - nies that invest in or exploit real estate. REICs shall maintain at all times an equity position at least equal to EUR 40 million. 5.5 Applicable Governance Requirements There are no special corporate governance require - ments for entities merely from investing in real estate, other than REICs, which are subject to the corporate governance requirement as listed entities. However, entities that have invested in real estate in Greece must ensure compliance with the exemptions from the special real estate property tax, an annual tax which amounts to 15% of the value of the property, under the provisions of Article 15 of Law 3091/2002, which was introduced as a special anti-avoidance tax rule. Listed and other regulated entities including REICs qualify ex lege for the exemption from the obligation to special real estate tax, while business exemptions also apply for certain commercial activities, and other miscellaneous exemptions apply for charitable, cultur - al, religious and educational causes. The most com - mon exemption is the disclosure exemption, which requires, inter alia, the issuance of Greek tax identifi - cation numbers from all individual ultimate beneficial owners of the real estate company regardless of their direct or indirect equity interest and voting rights in the company. By virtue of Decision A. 1089/2023, the dis - closure exemption has been extended to legal entities owning Greek real estate held by a foreign trust, pro -
Real estate mutual funds have not been particularly popular in Greece, but REICs have gained significant popularity due to their special tax treatment and other tax incentives, particularly for foreign investors. In par - ticular: • REICs are subject to a special corporate tax cal - culated at a rate equal to 10% of the interest rate provided by the European Central Bank for main refinancing operations increased by one percent - age point imposed on the average of the fair mar - ket value of their investments including cash items; the special tax exhausts the obligations of the company for income tax in respect of their income from the investment real estate properties; • no dividend withholding tax is imposed on divi - dends distributed by REITs, but REICs are required to pay a minimum annual dividend equal to 50% of their annual net profits, excluding those related to capital gains from the sale of real estate, unless otherwise agreed with by the general meeting of shareholders with an increased majority of 80%; • REICs are exempt from the real estate transfer tax upon the purchase of real estate (3.09% of the value of the property); and • the acquisition of shares in a REIC constitutes an eligible investment for the purposes of the alterna - tive taxation regime for foreign-sourced income of natural persons who transfer their tax residence to Greece under Article 5A of Law 4172/2013, as well as to the residence permit regime for invest - ment activity under Article 16 of Law 4251/2014, provided that the REIC’s investments are made exclusively in Greece. Following the introduction of Law 5193/2025, the eli - gible investments of REICs expanded to include, inter alia, the exploitation and management of real estate for the purpose of commercial profit or any other benefit, for any residential, industrial, commercial or other purpose, including, but not limited to, hotel and general tourist activity, the exploitation of energy pro - duction and storage structures from renewable energy sources (RES), the exploitation of parking spaces, marinas, shopping centres or parks or data centres.
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