The formation of a Société Anonyme requires a minimum capital of Euro 24,000 (special laws prescribe higher minimum capital requirements for SAs with particular business activities, for example banking institutions and insurance companies). The shareholding may be concentrated in the hands of 1 person (legal or natural), provided that a notary public be present at the General Assemblies of the Company.
All actions required for the establishment of a Société Anonyme (except for the temporary registration of its corporate name) are carried out by a Notary Public, who is considered the One-Stop Authority. The Notary Public interfaces with the other authorities as applicable, making most payments and submitting all documents and applications to the authorities involved in the establishment of a Société Anonyme. The formation of a Société Anonyme will normally require approximately three weeks but there is also a fast-track procedure which requires a few days.
The Société Anonyme form permits easy changes in the Articles of Association and is represented through its Board of Directors. The minimum number of directors is three.
The Resolution process by a Société Anonyme is not complicated. At least one member of the Board of Directors must be a resident of Athens and have the authorization to sign on behalf of the Société Anonyme documents pertaining to the day-to-day business.
The initial share capital of a Société Anonyme must be deposited to a special bank account that is designated as an account for share capital deposits. The initial capital is generally required to be paid up at the latest two months after the formation of the company.
A capital increase of a Société Anonyme may be paid up within a period of four months following the date of the relevant shareholders’ resolution.
The formation of an EPE [Limited Liability Company] does not require a minimum capital. The capital is set by the partners and can be established within a period of approximately 2- 3 weeks from the date that a pertinent power of attorney is received. The initial capital of an EPE must be deposited by its Partners immediately at the time of the formation. The capital increase of an EPE requires a Notarial Deed and an amendment of the Articles of Association. Relevant formalities may be completed within a period of approximately two months.
An EPE is administered and represented by one or more persons (administrators), who need not necessarily be partners of the EPE, and are appointed by the Articles of Association or by the partners in their meeting.
If, for internal control purposes, the entity wants to restrict the authority of any administrator in certain type of actions (e.g. bank loans, signature of cheques over a certain amount etc.) through the imposition of a second signature (not necessarily that of an administrator), then this process is much more complicated in a Limited Liability Company (EPE) than in the case of a Société Anonyme (AE). In addition, the change of an administrator in an EPE is a much heavier task and burdensome procedure compared to the change in the Board of Directors in an AE.
Private Capital Company has become very popular in recent years. The formation of a Private Capital Company does not require a minimum capital and the partners can participate in the company by contributions in cash or in kind, in the form of personal services to the firm, or in the form of guarantees/liability undertaken by the partners towards third parties.
The Private Capital Company is exclusively liable for its corporate debts, whereas the liability of its partners for corporate debts towards third parties is limited to the amounts specifically outlined in its Articles of Association.
In addition, IKE’s do not have to have their actual principal place of business within Greek territory.
The Articles of Incorporation of a Private Capital Company must take the form of a notary deed only in certain cases; otherwise a private agreement is sufficient. Private Capital Companies are established through the General Commercial Registry and their Articles of Incorporation are filed with this Registry.
The duration of the company is mandatorily fixed. If not defined in the statues of incorporation, its duration is considered by law to be twelve years and can be extended by the decision of the partners.
The affairs of the company are administered by one or more administrators.
Foreign and domestic entities may establish a presence in Greece with the exclusive purpose of providing certain services to their head office or any other foreign affiliate company (such as consulting, centralized accounting support, quality control of production, processes and services, project planning services, advertising and marketing and data processing services). Such establishments will be taxed on the higher of the actual revenues reported in their accounts or the deemed revenues that will be defined on a cost-plus basis by application of a certain mark-up which is pre-agreed with the Ministry of Finance according to their specific sector and service, and in any case not lower than 5%.
The formation of a branch in Greece by a foreign entity results in a fiscal permanent establishment (PE) of the foreign entity in Greece. In addition, the Greek branch operations do not provide limited liability to the foreign entity from the Greek branch operations.