Company Formation in Greece

The joint-stock company, which is regulated in Greece mainly by Law 2190/1920, as amended, is a pure capital company with legal personality, for whose debts it is liable only with its own property. It is always a commercial company, even when it is not trading, mainly because of the seriousness of its role in the economy.

Its main elements are:

1. It requires a share capital of at least EUR 24 000 for its establishment.
2. The share capital is divided into shares and the shareholders have limited liability.
3. Strict publicity conditions are observed from its establishment and for as long as it lasts.
4. It has two bodies, the General Meeting of Shareholders and the Board of Directors, which decide by majority vote.

The legal establishment of a joint stock company requires a statute, publication in the Official Gazette, registration in the Register of Joint Stock Companies and an operating licence from the competent authority if the capital exceeds EUR 3 million. A limited liability company may also be a one-person company.

Legal guidance on the establishment and operation of a SE is necessary, in particular on issues relating to the constitution and statutory rules governing the general meeting and the board of directors, while particular attention should be paid to the tax treatment of the legal entity, its shareholders and members of its board of directors.

The corporate form of the Private Limited Company emerged from the need to support small and medium-sized enterprises in the country and to promote entrepreneurship, being an evolution of the Limited Liability Company. The private limited company is a capital company with legal personality and is liable for its debts with its property (excluding guarantee contributions). It is always commercial, but certain activities are excluded from its scope (banking, insurance, sports, etc.).

Its main elements are:

1. It requires a minimum capital of one (1€) euro for its establishment.
2. The partnership capital is divided into shares corresponding to the contribution of each partner.
3. The contribution may be a capital contribution, but may also be an extra-capital or guarantee contribution.
4. It has a fixed duration (12 years, unless otherwise specified).
5. It has two governing bodies, the General Meeting of Partners and the Administrator.

A simple private document (articles of association) is required for the establishment of the ICE, which is filed with “One-Stop Services” and is published on the website of the General Commercial Registry and not in the Government Gazette.

The Private Company, which may be a one-person company, can be established in a fast-track procedure (in theory in one day), and the same applies to its taxation as for the PE

The Limited Liability Company, regulated in Greece by Law 3190/1955, is a capital company with legal personality and certain personal elements. Only its property is liable for its debts without limitation and it is always considered a commercial company.

Its main elements are:

1. It requires a corporate capital of at least EUR 4,500 for its incorporation, which may also consist of a contribution in kind (e.g. real estate) following a valuation.
2. The share capital is divided into shares and the shareholders have limited liability.
3. There is no state control and supervision as in public limited companies
4. It has two bodies, the General Meeting of the partners and the manager (or managers), who need not be a partner.

In order to legally establish a PE, a statute is required, which must at a minimum include the statutory requirements, publication in the Gazette and registration in the Register of PEs. The SPE may also be a one-person company. The choice of personal details and their inclusion in a PE is regulated (within the limits of the law) by its articles of association.

The areas of most frequent legal interest – particularly in comparison with a private limited company – are the general meeting of the partners and issues relating to the managers, shares and taxation of the PE.

A limited partnership is a partnership with legal personality in which two types of partners are required to co-exist: general partners, to whom the same rules apply as to the partners of a general partnership, and limited partners.

The limited partners are equal to the general partners as regards the internal relations of the partnership (participation in profits, contributions, etc.), but are liable for the debts of the partnership only up to the value of their contribution in the worst-case scenario. However, they may not represent the company and their name may not be included in the company’s name. If these prohibitions are violated, the limited partner is liable as a general partner (unlimited and joint and several).

In all other respects (formation, taxation, commercial status, etc.) the same applies as for general partnerships.

As a rule, a civil partnership is a personal company and has no legal personality. However, it can acquire one when it pursues an economic purpose and complies with the prescribed conditions of publicity.

Its main characteristic is the non-distribution of profits to the partners at the end of the financial year. The profits must be reinvested in the company in order to promote its objectives, which are set out in its articles of association.

When a civil partnership has no legal personality, it is set up informally, without publicity and cannot go bankrupt. When it does, however, it is treated by law like general and limited partnerships except for bankruptcy, which in the case of a civil partnership with legal personality simply results in the dissolution of the company.