GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
7. Tax Laws and Issues 7.1 Transfer Taxes
current Greek tax law rules; on such basis, the SPE will not be subject to Greek taxation if it is being consolidated with the seller for accounting purposes. As mentioned in 1.4 Special Purpose Entity (SPE) Jurisdiction , in all securitisation transac - tions in Greece, SPEs were established in juris - dictions with bilateral double taxation treaties with Greece. 7.3 Withholding Taxes Any applicable withholding taxes need to be assessed when the transaction is structured, in order for the parties to decide on the jurisdiction of incorporation of the SPΕ. It should be noted that interest on the notes payable to Greek tax resident noteholders or noteholders with a permanent establishment in Greece to which the notes are attributable would be subject to a withholding tax of 15% if the relevant payment was made by a Greek tax resident entity or permanent establishment in Greece. Such withholding extinguishes the income tax obligation of noteholders that are individuals, whereas for all other noteholders interest on the notes is included in their taxable income for income tax purposes and any tax withheld thereon may be credited against any resulting tax. According to the Securitisation Law, the payment of the principal of the notes and in general the exercise of rights arising from the notes issued are exempt from all direct or indirect taxes. 7.4 Other Taxes The Securitisation Law contains significant pro - visions aimed at tax efficiency, including that the following are exempted from any direct or indi - rect tax, duty, contribution, levy, right or other
According to Article 14 of the Securitisation Law, the transfer of claims under a securitisa - tion transaction to or from the SPE is exempt from all direct or indirect taxes, stamp duty (which was replaced by the digital transaction duty from 1 December 2024, onwards, pursu - ant to Greek Law 5135/2024), commissions or any other right in favour of the Greek state or any third party, other than a minimal registration duty for the registration of the assigning and of the servicing agreement with the pledge registry. This tax exemption also applies if the relevant SPE is established outside Greece. In addition, notarial fees and duties in connec - tion with the notarisation of any document or agreement in the context of the securitisation are capped. 7.2 Taxes on Profit Pursuant to Article 14, paragraph 11 of the Secu - ritisation Law and the Circular of the Ministry of Finance No 1042/26 January 2015 (paragraph 11, subparagraph 3), the income that the SPE earns from interest payments on the transferred receivables is considered income from business activity and is not subject to withholding tax. Interest on the receivables received by the SPE will not be subject to Greek income tax, unless the SPE is a Greek tax resident or maintains a permanent establishment in Greece, to which the interest income is attributable. The mere pur - chase or ownership of receivables generated in Greece or governed by Greek law will not cause the SPE to be considered as a Greek tax resident if the place of management of its operations and the control of its business is not in Greece. More - over, tax consolidation is not possible under the
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