Company Registration in Greece - Business Starting & Setup

Greece is a civil law jurisdiction. The country is a motherland of democracy and trial by jury which came into existence long B.C. In modern Greece the main sources of law are legislative and other acts. At the top of hierarchy is Constitution followed by the laws of Parliament, decrees issued by the President to comply with the laws.

The principal forms of business organization in Greece are:

• Company Limited by Shares, A.E.;
• Limited Liability Company, E.P.E.;
• General Partnership, O.E.;
• Limited Partnership, E.E.;
• Silent Partnership;
• Joint Ventures;
• Single Traders;
• Branch Offices.

The most common structure is Public Company Limited by Shares (A.E.).Although the “A.E.” is has been originally designed as a vehicle for large corporations it has been developed as the most flexible and advantageous company type. Its main advantages are:

• Limited liability
• The shares are freely transferred
• Its management may be separated from the ownership of its shares
• tax advantages.

The name of a company limited by shares must contain indication to the type of entity in the Greek language Anonymous Etairia or its abbreviation A.E. The business name may be a distinctive work in Greek or Latin characters.

Company names in Greece must be pre-approved for availability and acceptability. The Registry Department of the Athens Chamber of Commerce & Industry (ACCI) will only refuse a name if it is identical, almost identical or phonetically the same as a name already registered. Previous existence of the same name will not be an obstacle to new registration if it relates to a different business object. This is because the full legal name of an A.E. always includes the principal business object of the company. Besides, the company name should not imply state sponsorship.

The search on the names register of the chamber of commerce includes an initial reservation of the name for 2 months.

Use of certain words such as Bank, Insurance and Group will require special permission.

To register a company Greece it is required:

1) Obtain Tax Clearance form A7 from Tax Authority – 1 day;

2) Submit the following documents with the Register of the competent Department of ACCI (General Commercial Register – GEMI) – 10 days:

• Formal Statement - Power of Attorney for the appointment of representative,
• Order – Formal Statement of the founders or the representative to GEMI for the incorporation of the company by virtue of notarial Deed,
• Statement for the authorization of the person, who accepts service,
• certified copy of the Identity Cards/ Passports of the partners/ founders/ managers/ members of the Board of Directors,
• Formal Statement – Application to the competent Area Department of the Insurance Organization for the Self-Employed (OAEE),
• The answer from OAEE,
• or Insurance Clearance Certificate issued by OAEE (instead of the above 5 & 6),
• Statement – Application of the partners/founders to the Social Security Institute (IKA-ETAM),
• Insurance Clearance Certificate or a positive answer from IKA-ETAM,
• Application for a Tax Identification Number/Change of Personal details (Tax Form M1) and Declaration of Taxpayer’s Relations (Tax Form M7), required in order for the founders to acquire Tax Identification Number (AFM), in case they do not have one or Statement of commencing/changing business of non-natural person (Tax Form M3) and Statement of members of non-natural person (Tax Form M8),
• Statement for the payment of Capital Accumulation Tax,
• Articles of Association (simple copy of the notarial Deed),
• rental contract of the registered office, original copy certified by the Tax Authority, or copy of it if it is attached to the Articles of Association,
• Payment receipts of fees (GEMI) or payment bank bill of fees (GEMI),
• Announcement of the incorporation of the company & its registration with the Register of GEMI,
• Announcement of the incorporation of the company to the National Print Office for the Official National Gazette,
• Certificate of the National Print Office for granting of the Code Number of Publication,
• Announcement of the registration or the re-registration of partners/founders with OAEE,
• Statement of business activities (Tax Form M6),
• Application for registration with the Athens Chamber of Commerce & Industry (ACCI),
• Announcement of the registration of the company with the Athens Chamber of Commerce & Industry (ACCI),
• Certificate of the Notary for the incorporation.

Pursuant to the filing of the above, the local Chamber both issues the approval of the Articles of Association, as well as registers the company in its registrar, which (time-wise) means that the text may be given for publication and the Tax of Capital Concentration (1%) may be paid, in order to issue a taxpayer's registration number. Please note that within one month from the date of registration the Company must file with the local Chamber a copy of the announcement and a receipt by the National Printery, evidencing filing of the documents for publication.

3) Make a seal - 1 day;

4) Register the employees with IKA (Social Security Organization) -1 day;

5) Register with OAEE (Insurance Organization for the Self-Employed) – 1 day.

Until recently a company seal has been required as all company books and records must be sealed before they are certified. Moreover, in the company seal must contain the company’s tax registration number and competent tax office. On May 31, 2013 the Government of Greece adopted the Law 4156/2013 abolishing the requirement to make and affix the company seal for corporations. However, it is still used in practice by banks, as the Bank of Greece has not issued a circular asking the banks to not require it. Thus, companies are still required to make a company seal in their daily practice.

The redomiciliation of companies is permitted both to and from Greece.

Greek companies limited by shares should at least have 3 directors which are elected by the General Meeting of the Shareholders and make up the Board of directors. Directors can be natural and corporate, residents and non-residents. However, they need to be issued with a residence permit.

Director’s details are disclosed to the local agent and appear on public file.

Board of directors manages the company and carries out resolutions of the General Meeting of Shareholders. The Board of Directors may convene at the registered office or via teleconference and the signing of the minutes by "circulation" is possible.

Within two months from the establishment of the Company, the latter's Board of Directors must hold a meeting to verify payment of the share capital.

Greek companies are not required to appoint a company secretary.

Greek A.E. can be formed by one shareholder that can be an individual or a company of any nationality or residence.

Shareholders’ details are disclosed to the local agent and appear on the public file.

An annual (ordinary) General Meeting of the Shareholders must be held within six months of the end of each fiscal year. General Meetings are held at the registered office of the company, or anywhere in Greece or abroad, by virtue of a provision in the articles of association or by representation in the meeting of the total share capital of the company. The General Meeting may convene via teleconference; moreover shareholders may appear and exercise their voting rights from a distance, following relevant provision in the articles of association. The signing of the minutes by "circulation" is possible for non-listed companies.

In case if Greek A.E.’s share capital exceeds 1.000.000 €, it should appoint two permanent auditors or one certified accountant. The names of auditors are indicated in the Articles of Association.

The Beneficiary Registry has been in effect in Greece since 2019.

The information is submitted by the legal representative of the company through the electronic platform of the Central Administration of Information Systems, which is accessed by linking it to the tax registration number of the legal entity.

The competent supervisory authorities have access to the data. Other competent authorities and persons subject to the notification obligation may, under certain conditions and solely for the purpose of the legal status check, have limited access to the data in the Registry.

Individuals are only given access to certain information: full name, nationality, and the type and scope of the beneficiaries' authority. Access is provided on a fee basis, subject to the registration of data on the persons providing access.

The minimum share capital required for the establishment of an AE is currently € 24,000, which must be paid up in full within two months from the date of incorporation. The share capital of an AE is divided into either bearer or registered shares with a minimum nominal value of at least € 0.30 and a maximum of € 100 per share.