Greece - EPE Business Registration
 |
| Company Type |
Time to Incorporate |
Cost |
| EPE |
2 weeks
|
£3290 |
Establishment of a Limited by
Shares Company E.P.E.
The formation of a Limited by Shares Company EPE may be incorporated by one, two or more individuals or
legal entities. However an individual or legal entity may
not be a single partner of more than one EPE.
The structure
and operation of the EPE is ruled by the Articles of
Association (Statutes) which must be executed before a notary
public, constitutes a registered public document and must
state the following:
- Founders/shareholders: full name, profession, domicile
and nationality.
- The company name: the company name of the EPE must
either be incorporated by the name of one or more of its
shareholders or by the business object and in all cases must
include the additional designation "Limited Liability
Company".
- The registered office:t his must be established within the
area of a Greek municipality or community.
- The object of the company: the kind of business
that it will conduct. A Limited Liability Company may not
carry on business that according to the law is conducted
only by another type of company, i.e. banking and insurance
business is provided by companies in the form of S.A. only.
- The equity capital: the minimum required equity capital
amounts today to €18,000, either in cash or
other assets as long as it is an asset viewable in the
accounts, at least 50% of the capital must be
in cash. If assets are contributed, their value must be
officially appraised. The company's
capital is represented by company shares of a nominal value
of €30 or multiples thereof. The shares of a Limited
Liability Company are not negotiable instruments, in
principle they are freely transferable and inheritable. The
company's capital should be fully paid upon the signing of
the Articles of Association.
- The duration of the company: the company is incorporated for a
fixed period as stipulated in the statute.
- The contribution of each founder.
Registration and Publication Procedures
- Within one month after the signing of the notary deed
containing the Articles of Association the company is
registered in the Companies' Registry of the local First
Instance Court (where the company's registered office is
located). The competent Secretary registers
the agreement in the Limited Liability Companies
Registrar.
- An announcement of the registration and a summary
of the deed containing the names of the partners, the
company name, the registered office, the object of the
company and the capital, the way of representation of the
company etc. must be published under the supervision of the
partners or the managers in the Government Gazette,
"Bulletin of Corporations and Limited Liability Companies".
The company acquires legal personality only after
completion of this procedure and the
publication date of the Gazette is deemed as the date of
incorporation of the company.
- Upon establishment the company is required to register
with the Tax Office and procure accounting and company books
stamped by the Tax Authorities and also register with the
Local Chamber of Commerce.
Operational Structure
A Limited Liability Company operates on the basis of the
Partners Meeting and the Administrator.
Partners Meeting
Major corporate issues may only be decided at a
meeting of partners. These include amendments to
the articles of association, the appointment or removal of
administrators, the approval of the balance sheet, the
distribution of profits, the commencement of legal proceedings
against the administrators of the company or its members and
the extension of its duration, amalgamation or dissolution of
the company. Each partner has at least one vote at the
meeting. If a partner holds more than one share the number of
his votes is equal to the number of his shares. A meeting of
the partners must be convened at least once every year and
within three months following the completion of the company's
accounting period.
The resolutions to be adopted at the meetings are generally
passed with a majority of more than one half of the partners
representing more than one half of the total capital of the
company. However, a resolution involving an amendment to the
articles of association, including the increase or decrease of
the capital (which should take place in the presence of a
notary public) requires a majority of at least three quarters
of the partners representing at least three quarters of the
company's articles of association.
Administrator
The management of a limited liability company may be
entrusted under the articles of association or by a resolution
adopted at partners meeting to one or more administrators who
may or may not be partners. This type of company does not have
a board of directors.
Greek Limited Liability Company (E.P.E.)
Regarding
the activity of the company to be incorporated, it is important to know whether this
is going to be company only providing services or a commercial
company.
In
the first case applies, that is if this is going to be a company only providing
services it is a simpler procedure since we may provide a registered
seat at our premises. In the second case, we have to know the
exact object of activity and locate an appropriate working space, which has to
be inspected by the Tax Officers (which is more complicated and thus takes a few
days more).
In
addition, it is important to know if the owners will be physically present here
in Greece or will be working from
abroad.
The existence of a place of business is proved either by a deed of
building ownership or by a lease or by a deed of transfer.
Draft Articles of Incorporation, in the form of a notarial
document, which needs the
following in order to be legalised :
To be checked and certified by the appropriate Chamber concerning the
right to use the Company Name and Designation, which are to be used by
the firm, because the
secretaries of the Court of First Instance in the area of each Chamber
must not enter companies in the Court's books of companies, nor certify
the Articles of Incorporation or Deeds of Dissolution for Personal
Partnerships or Limited Liability Companies, if these have not been
already certified by the appropriate Chamber concerning the right to use
the Company Name & Designation.
For the ACCI to issue such a certificate, the Company Name and Designation
must be sufficiently distinguishable from those of others in the registry
- for
this reason, prior to the drafting of the Articles of Incorporation of the
company under establishment, the proposed Company Name and Designation
must be investigated at the ACCI, to ensure that it is not already in use
or reserved by another firm.
A
Submittal Form for certification of the Articles of Incorporation,
together with instructions, are provided by the Registry Department of the
ACCI.
- To submit for certification by the appropriate Tax Office.
- To be certified by the Lawyers Fund.
- To be certified by the Lawyers Welfare Fund.
- To be certified for recording in the Book of Companies of the Court of
First Instance.
Submit a summary of the Articles of Incorporation of the Limited
Liability Company for publication at the Government Gazette (O.A.E.), which shall be published at the Deed Notary's and General
Manager's liability.
Depending on the activity of the company to be established, the
individual must be insured at the "TAE".
Certificate of Commencement of Activity as well as a Tax
Number from the appropriate Tax Office, in the area of which the company is or
will be installed.
Register at the appropriate Chamber (from which the Articles of Incorporation of previous Clause 2 was
certified), because :
- Registration at the appropriate Chamber is obligatory.
- The Limited Liability Company must acquire a Certificate of Registration
and payment or adjustment of annual charges from the appropriate Chamber
which, will
be used at the Tax Office for the issue of tax books and bills for your
Company.
- The documentation required for registration is listed below.
- Submittal Form for Registration, together with instructions, may be
acquired at the Registry Department of the ACCI.
Official tax books and documents (of the Code of Tax Books & Documents) from the appropriate Tax
Office, in whose area the limited liability company is or will be
installed.
Documents Required for Registration
-
An Application Declaration on a Form supplied by the Registry Department of the ACCI, signed by the
Company's manager(s)
- The Articles of Incorporation for the establishment of the Limited Liability Company as well as all
amendments (if any), as deposited at and certified by the Court of First
Instance (in photocopy).
-
The Issue of the Government Gazette (OEK) which contains the announcement for the summary of the articles
of incorporation of Limited Liability Companies or, if the said Issue has
not yet been published, a receipt by the National Publishing Organization
which must quote the number and date of the Issue which shall include said
summary of the articles of incorporation.
- A Certificate issued by the Tax Office pertaining to the submittal of a declaration for
Commencement of Professional Practice (in photocopy).
-
For all legal representatives of the company, a police identity card or E.U. Passport or Residence - Work Permit for aliens from other
than E.U. countries (in photocopy).
-
Special Licence to Operate,
which is required for the company to perform its specific activities.
The Department, in certain cases, is entitled to request the submittal
of the following documentation:
- Lease, or other similar document proving the existence of professional
accommodation.
- Accounting Book as part of the Books and Documents required.
Completion of Registration
The
registration procedure is completed within a day after submittal of
documentation, at the earliest, and after:
- The ACCI has checked the documentation.
- The recording of the Company Name and Designation in the appropriate books
kept by the ACCI, as required by law.
- The payment of recording fees for the name registry which amounts to €21 for
Limited Liability Companies (plus a 2.4% stamp-tax on behalf of the state
and the Agricultural Pension Fund.
- The payment to the ACCI of fees due or the settlement by instalment plan.