GREECE Law and Practice Contributed by: Ioannis Charalampopoulos, Daphne Kasimati, Afroditi Kazani and Ioanna Exarchou, Machas & Partners
8.3 Governing Law There is no requirement under Greek law that the pro- ject documents should be governed by Greek law. The parties are free to choose the law of a foreign jurisdic- tion to govern the project contracts. For more, see 6.2 Foreign Law and Jurisdiction and 6.3 Foreign Court Judgments . 8.4 Foreign Ownership In principle, there are no restrictions on foreign enti- ties’ ability to own or have real estate property in Greece. Certain restrictions apply to the acquisition of real estate located in the designated border areas of Greece by legal persons with seats outside the EU, in which case special authorisation needs to be granted by the competent public authority; otherwise, the acquisition is void. Foreign lenders can directly exercise remedial rights on mortgages and prenotations of mortgages cre- ated on an intangible asset in the same manner as a domestic lender would (see also 3.2 Restrictions on Foreign Lenders Receiving Security ). 8.5 Structuring Deals When selecting a project financing structure, the par- ties should carefully assess specific commercial and jurisdictional realities rather than relying on a standard model. In Greece, where regulatory delays and zoning approvals are often time-consuming, structures that account for pre-completion risks – such as extended grace periods in loan agreements or phased equity contributions – are particularly useful. Projects with long-term, contracted revenue streams can support higher debt ratios, allowing lenders to rely on predictable cash flows. In contrast, toll road concessions with demand risk may necessitate hybrid structures that blend availability payments with user fees. Tax considerations, including VAT treatment on construction inputs and transfer pricing rules for related-party service contracts, may also shape the project and financing structure. Ultimately, the financ- ing structure must reflect not only project-specific risk allocation but also local legal, regulatory, and market- specific dynamics to ensure economic viability.
The various business objectives and motivations of the respective sponsors will dictate the appropriate legal structure for the project company. Commonly, sponsors combine their efforts with those of other entities by forming horizontal or vertical joint ven- tures. This is particularly seen in the construction and management of large, complex projects that require substantial capital outlays or resources, proprietary knowledge, or management skills, which each of the participants lacks individually. When structuring the deal, key issues will be the amount of risk and cost-sharing, the level of control and ownership structure the participating firms wish to have, and the governance mechanism. The project company may assume any legal form permitted by the Greek legal system. In most cases, the project company is organised as a private, unlisted company ( société anonyme ). If this legal form is chosen, then Law 4548/2018 on the reform of Sociétés Anonymes will apply. Apart from other advantages, such as being a separate legal entity and the limited liability of the shareholders, a project company organised as a société anonyme can have greater access to funding, as it can issue bond loans. Bond loans offer beneficial tax treatment compared to other credit arrangements and flat fees for the registration of the registrable col- lateral. Greece has very recently enacted Law 5202/2025, establishing a framework for the screening of foreign direct investments (“FDI”). While the law does not directly address nationalisation or expropriation, it introduces mechanisms that may significantly impact foreign investments in sectors considered sensitive to national security or public order. Under this law, FDIs in sectors such as energy, trans- port, healthcare, information and communication technologies, digital infrastructure, defence, and tour- ism infrastructure in border areas are subject to man- datory notification and review. Investments that result in a shareholding of 25% or more trigger a screening process. The Interministerial Committee for Screening of the Foreign Direct Investments conducts the initial assessment, and the Minister of Foreign Affairs issues
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