GREECE Law and Practice Contributed by: Theodoros Skouzos and Natalia Skoulidou, Iason Skouzos TaxLaw
sellers (provided they are not held through a Greek PE); • capital gains participation exemption (under the requirements set by law) (extended also to non-EU qualifying subsidiaries as of 2025); and • the possibility for a step-up of the target’s assets post-acquisition (under specific conditions and requirements, such as in the context of corporate restructurings and under a specific tax incentive law framework). Asset Deals These are subject to indirect taxes (VAT) and real estate transfer taxes. The buyer is entitled to deduct for CIT purposes the business expenses, including financing costs, incurred in the context of the asset acquisi - tion and to carry out depreciations on the acquisition costs. The purchase price is allocated to the assets. Greek Holding Regime Greece applies a beneficial tax regime for holding companies. Until recently, the dividends and capital gains participation exemption applied only to quali - fying EU subsidiaries (under the Parent Subsidiary Directive), but this has now been extended to qualify - ing non-EU subsidiaries. New Tax Law on Corporate Restructurings A number of tax incentive law frameworks allowing for various corporate restructurings under tax ben - eficial/deferral/exemption regimes have recently been replaced by a new tax law on corporate transforma - tions, aligned with the legal framework on corporate transformations (of Law 4601/2019) and the EU Tax Merger Directive. 9.4 Tax on Sale or Other Dispositions of FDI Capital Gains – Legal Entities For Greek-resident legal entities, capital gains are treated as business income and taxed at the 22% CIT rate, including gains from real estate transfers. Non-resident entities are taxed on capital gains only if they have a PE in Greece. Gains arising from corporate restructurings (mergers, demergers, spin-offs, share exchanges, etc) carried out under approved tax-incentive frameworks are tax-
exempt at the time of restructuring, subject to anti- abuse rules. Capital Gains Participation Exemption Gains from the transfer of shares in EU subsidiaries are exempt if: • the subsidiary is EU-resident and has a legal form included in Annex I of the EU Parent-Subsidiary Directive; • it is subject to a listed corporate tax without exemption; • the seller has held 10% or more of shares or voting rights for at least 24 months; and • expenses related to the participation are non- deductible, and exempt gains are not taxed again upon distribution. As of 2025, the exemption now extends to non-EU subsidiaries under the same conditions, provided the subsidiary is not located in a non-co-operative juris - diction. Capital Gains – Individuals Individuals pay 15% capital gains tax on transfers of: • non-listed shares; • listed shares/securities if holding at least 0.5%; • private company interests; • government/corporate bonds; and • derivatives. A separate 15% tax applies to gains from real estate transfers and from shares of entities deriving up to 50% of value from real estate, but this regime is sus - pended until 31 December 2026. Exemptions The following are exempt from capital gains taxation: • individuals who are tax-resident in DTT partner states; • listed share transfers where the seller holds less than 0.5%; and • gains from Greek/EU/EEA UCITS.
279 CHAMBERS.COM
Powered by FlippingBook