Greece - EPE Business Registration
Greece Key points
- Time - 2 weeks to incorporate your company
- Directors - only one director of any nationality, is necessary for your EPE company
- Shareholders - only one shareholder of any nationality, is required
- Shareholders - 100% foreign shareholders allowed
- Share Capital - the share capital requirement is €18,000
- Support - using our 20 years experience we guide you throughout every step of the company formation process
- No filling requirement with Greek authorities
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 share capital is €4,500, 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.
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.
A Limited Liability Company operates on the basis of the Partners Meeting and the Administrator.
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.
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.