Private Company - Tips on how to start
How many people are needed to establish a private company (PC)?
A private company is established by one or more natural or legal persons (founders). However, the company can be established by only 1 (one) natural or legal person (Single Member PC). In this case the name of the single partner shall be submitted for publication in the General Electronic Commercial Register (GEMI). Natural persons must have completed 18 years of age (under Art. 127 Greek Civil Code, as amended by Art. 3 of L.1329/83). Minors are only allowed to participate in the establishment of a PC by virtue of a court order.
What are the main features of a PC?
A PC is a capital company with a legal personality and it has a commercial nature even if it is not established for commercial purposes. Only the company shall be liable for its obligations with its assets with the exception of the liability primarily assumed by the partner who participates with a guarantee contribution (Art. 43 (2) & Art. 79). The capital of a PC is determined by the partner(s) without restrictions. The capital contribution can be zero. However, it is possible for partners to participate and acquire shares by using different kinds of contributions: non-capital (Art. 78) and guarantee contributions (Art. 79) whose value cannot exceed 75% of the amount of the liability assumed by the partner towards the company's creditors.
Other main features:
- The company's specified period of duration (12 years, although failure to indicate its duration shall not constitute grounds for annulment of the company).
- Without prejudice to Art.79 of L. 4072/2012, only the company shall be liable for its obligations with its assets.
- The establishment of the company shall be submitted for publication either in the website or GEMI, but publication in the GG/SA-LTD Series & GEMI is not required.
- The company shall be established and amended by virtue of a private document which shall be submitted for examination by the authorities of GEMI (i.e. no notarial deed is required).
What is the liability of partners?
Partners are liable up to the amount of the capital invested. The company itself and not the partners shall be liable with its assets. The only exception is the partner who participates with a guarantee contribution, who shall assume liability for any company debts towards third parties, if so required by those parties, up to the amount of his or her contribution.
Whom should you contact in order to establish a PC?
A one-stop shop.
What is a one-stop shop?
The authorities of GEMI operating in Chambers, and Citizens' Service Centers (KEP) which have been certified to act as one-stop shops.
In specific cases where a notarial deed is required in order to draft the company's Articles of Association, the certified Notary Public who will draft the notarial deed of establishment shall act as a one-stop shop.
Where can i find a one-stop shop?
In the website of the General Electronic Commercial Registry (GEMI) www.businessportal.gr you can find a list of agencies acting as one-stop-shops classified by type of company, address, contact details.
How much does it cost to establish a PC?
(Single Cost Note of Establishment)
The Single Cost Note of Establishment is €70 and in case the company founders are more than 3, there is an extra cost of €5 for each additional founder.
The Single Cost Note of Establishment shall not be refunded.
- Registration fees with GEMI (€10)
- Costs of Chamber membership, to be determined by each Chamber
- A €5.80 duty paid to the Lawyers Welfare Fund (Athens)
- Duty paid to the Lawyers Welfare Fund 0.5% to capital contribution.
Are there any other additional costs?
Notary fees (in case the PC is established by notarial deed).
The contract drafting cost is €44.02 plus €6 per paper, plus VAT 23%. The cost of copies is €5 per paper, plus VAT 23%. The cost shall be collected by the notary themselves and shall not be part of the Single Cost Note of Establishment.
Legal fees, should the partners or one of them wish to have a lawyer present. The fees shall be collected by the lawyer themselves and shall not be part of the Single Cost Note of Establishment.