GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
encumbrance (being subject only to any appli - cable VAT or withholding tax and any charges that may be payable to the central securities depositary of the Athens Exchange): • the transfer and collection of receivables; • the transfer of real property to and from the SPE and its retransfer to the transferor/origi - nator; • the profits realised from the transfer of receivables; and • the execution of loans, credit agreements and financial derivatives, any collateral agreements or, under certain conditions, real property. No value-added tax will apply to the sale of the receivables, but it will apply to fees payable to the servicer or to other service providers involved in the securitisation transaction. In addition, interest generated over the amounts deposited in a Greek proceeds collection account is subject to Greek withholding tax. Finally, a levy of Greek Law 128/1975 is due on loans or credit receivables originated by credit or financial institutions (with the excep - tion of bond loans, to which the levy of Greek Law 128/1975 is not applicable), unless interest under the facility remains unpaid for more than six months. The cost of this levy is contractually passed on to the borrowers of the respective loans/credits; accordingly, it is not a cost of the securitisation transaction, where the borrowers meet their payment obligations under the loan or credit receivables. 7.5 Obtaining Legal Opinions Greek legal opinions for Greek securitisation transactions usually cover the tax treatment of:
• the sale and transfer of the receivables; • the issuance and offering of the notes; • the payments under the notes and of the transfer thereof; • the income of the SPE on interest arising from the receivables; and • the services provided to the SPE (see 7.1 Transfer Taxes , 7.2 Taxes on Profits , 7.3 Withholding Taxes and 7.4 Other Taxes ). Usual assumptions in Greek transaction opin - ions include the following: • that the SPE does not or will not (other than as a result of the securitisation transaction) have a permanent establishment in Greece and that the central management and control of the SPE and of the SPE’s business is and will at all times be exercised outside Greece; • that obtaining a tax advantage for any person is not, has at no time been, and will not at any time be the main or one of the main purposes of the transaction parties in entering into the transaction; and • that, wherever applicable, any transactions between associated persons are carried out at arm’s length. 8. Accounting Rules and Issues 8.1 Legal Issues With Securitisation Accounting Rules The criteria for a transfer of receivables to be treated as a true sale of assets for account - ing purposes are determined in line with the accounting standards applied by the originator. Sellers in completed Greek securitisation trans - actions apply the IFRS. Section 3.2 of IFRS 9 deals with the derecognition of financial assets. The respective issues fall outside the scope of legal analysis.
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