Limited Liability Company (E.P.E.) Establishment Procedures

 

Note: The following procedures do not pertain to companies that require an administrative approval or decision in order to commence their business activity
  
HOW MANY PARTIES NEED TO CONCUR IN ORDER TO ESTABLISH A LIMITED LIABILITY COMPANY?
As a rule, in order to establish a limited liability company, at least two parties will have to concur, either natural or legal persons. However, a limited liability company may be established by a single natural or legal person (single-member limited liability company) under certain circumstances; that is, the founder (legal or natural person) of a single-member limited liability company cannot establish a new single-member limited liability company. In addition, a single-member limited liability company cannot be the sole shareholder of another single-member limited liability company.   
The natural persons have to be over eighteen years of age (according to article 127 of Greek Civil Code, as it was modified by article 3 of Greek Law 1329/83). Participation of a minor in the establishment of a limited liability company is allowed only after magisterial permission.

BASIC CHARACTERISTICS OF A COMPANY
A limited liability company is a company with share capital and legal personality, and is liable for its debts with the company assets.
According to article 3 of Greek Law 3190/1955, a limited liability company is a trade company, even if its business scope is not related to trade. However some trade activities, such as banking, insurance, stock exchange, portfolio management, mutual funds management, leasing, promotion and implementation of high technology investments (only venture capital) and athletic activities are expressly excluded from the scope of limited liability companies.
Further basic characteristics include:

  • The capital stock is divided into participation units, each of which comprises of company shares, of a minimal value of 30 Euros each.
  • Specific publicity rules during the company establishment procedures, as well as during its entire duration.
  • Specific duration (although failure to record the duration does not constitute reason for dissolution).
  • Limited liability of the partners.
  • Decision making procedures are based on majority (more than half of the total number of the partners who represent more than half of the company capital).
  • The existence of two bodies: the General Assembly of Partners and the Manager or Managers.

WHAT IS THE MINIMUM CAPITAL REQUIRED FOR ESTABLISHING A COMPANY?
The capital of a limited liability company is determined by the partners, without restrictions. The capital should be deposited during the company’s establishment. It is not compulsory for the capital to comprise only cash; it may also comprise contribution in kind, that is contribution of assets (e.g. property). However, if part of the initial capital (maximum 50%) comprises contributions in kind, an advance valuation should be carried out, according to article 9 of Greek Law 2190/1920.

WHAT IS THE LIABILITY OF PARTNERS / SHAREHOLDERS?
The total amount of capital. The company is liable for debts and obligations with its own assets, not the partners’ personal assets. In contrast to personal companies, the assets of a company are clearly distinguished from the assets of the founders/partners.

WHERE SHOULD I REFER TO REGISTER A COMPANY?
One Stop Shop

WHAT IS A ONE STOP SHOP?
The certified notary public who draws up the notarial deed.

WHERE CAN I FIND A ONE STOP SHOP?
At the website of the General Commercial Register (G.C.R.) www.businessportal.gr  you may find the list of bodies that operate as One Stop Shops by company type, as well as their address, contact details.

WHAT DO I NEED TO PAY TO ESTABLISH A COMPANY? (COMPANY ESTABLISHMENT NOTE)
The Company Establishment Note (70 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder.
The Company Establishment Note shall not be refunded.
Additionally, you will need to pay:

  • G.C.R. registration fee (10 Euros).
  • Chamber registration fee depending on the respective Chamber. 
  • Duty paid to the Lawyers Welfare Fund in Athens, which amounts to 5.80€.

HOW CAN I ESTIMATE THE COST OF ESTABLISHING MY COMPANY?
The website of the G.C.R. provides a free software that may be used to calculate the exact cost of registering a company, according to Greek Law 3853/2010, based on the type of company and capital (under construction).

ANY FURTHER CHARGES?
Notary fee.
Note: It will cost 44.02 € to draw up the contract plus 6€ per page, plus 23% VAT. The copies cost 5 € per page, plus 23% VAT. 
The fee is paid directly to the Notary Public and is not included in the Company Establishment Note.
Attorney fee, if required.
Attention: This fee applies to each attorney present. For instance, if a company is to be established by two parties and each party has their own attorney, then both attorneys shall receive a fee.
The fee is paid directly to the attorney and is not included in the Company Establishment Note.

HOW DO I MAKE PAYMENTS?
The Company Establishment Note and any other payments made to third parties or for acquiring copies and certifications concerning the company, are paid in cash; otherwise if the total amount exceeds 1,500€, payment may be made by bank cheque, or by bank deposit to the account of the Central Agency of G.C.R., in which case the bank deposit receipt must be produced. Otherwise, if applicable, payments may be made via web and/or phone banking, credit or debit card, or interbanking systems.

WHEN DO I MAKE PAYMENTS?
The Company Establishment Note is paid after the necessary documents have been submitted and checked, while the remaining amounts should be paid prior to registering the company at the G.C.R.

WHICH BANK SHOULD I REFER TO FOR PAYMENTS?
You may refer to any bank. Deposits are made to the bank account of the Central Agency of G.C.R. which is held at Piraeus Bank. (Account number: 5051052381-136, ΙΒΑΝ GR 19 0172 0510 0050 5105 2381 136)

WHAT HAPPENS TO THE AMOUNTS PAIDIF THE COMPANY IS NOT ULTIMATELY ESTABLISHED?
In case the company is not ultimately established due to reasons for which the partners are responsible, nor registered at the G.C.R., all amounts paid shall be refunded, with the exception of the Company Establishment Note. The amounts shall be refunded within 30 days after the next working day following the expiration of the deadline to complete and correct any inconsistencies.
When submitting the necessary documents to the One Stop Shop, the founders of the company or their representative should also provide a bank account in order for the amounts to be refunded, if the company is not ultimately established.

WHERE CAN I FIND THE NECESSARY FORMS TO COMPLETE AND SUBMIT TO THE ONE STOP SHOP?
You may find and print the statement forms (M) from the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. You may also print these forms from the One Stop Shop.
The remaining forms are available in the attached file and the website of G.C.R.

WHAT DO I NEED TO DO BEFORE GOING TO THE ONE STOP SHOP?  
You need to decide about certain company-related information to be included in the Articles of Association.
The Articles of Association constitute a necessary document for the establishment of a company, and determine a number of significant topics related to the partners’ relations, company management, duration and dissolution.
According to article 6 of Greek Law 3190/1955, the Articles of Association of a limited liability company should contain at least the following:

  • The partners’ names, surnames, professions, residence and nationality.
  • Company name.
  • Registered seat and purposes of the company (the registered seat may be a Municipality or a Community of the Greek State).
  • State explicitly the type of company as a limited liability company
  • The capital stock, participation share and the number of company shares held by each partner, as well as a certificate of payment of capital stock.
  • The types of contributions in kind, their valuation and the name of the contributor/partner, as well as the total value of contributions in kind.
  • The duration of the company.

Moreover, the Articles of Association may also include and validate agreements between partners about complementary contributions, further provisions that do not constitute contributions in cash or in kind, non-competition agreements among partners, share transfer prohibition, prohibition of partners’ withdrawal, dissolution of company for reasons other than those provided in the Greek law. The Articles may also include provisions on management control.
See a sample of Articles of Association. The sample may be modified or complemented accordingly to meet the company’s particular activities. You may also refer to an attorney or a notary public for advice, given that each company has its own particular needs.
You need to find the premises of the company. These premises shall be the registered seat of the company. If you are letting, the lease should be certified by the competent Public Fiscal Service. If the premises are privately owned, you should have the title deed. If the premises were granted free of charge for this purpose by a third party (father, mother, etc.) you need to provide an official statement of granting permission to use the premises as the seat of the company under establishment, including the grantor’s certified signature. 
You need to acquire tax clearance certificates. Specifically, all founders/partners should have tax clearance certificates. Otherwise, you will be notified to do so in a consequent stage by the One Stop Shop, or if you do not do so, the company shall not be established.
You need to decide who shall be your representative during the establishment procedures of the company.

WHAT DOCUMENTS DO I NEED TO SUBMIT TO THE ONE STOP SHOP?
In order to establish and register a company at the G.C.R., the founders/applicants or their representative should submit to the One Stop Shop the following documents (sample 2 of Appendix I):
A. Documents regarding founders who are natural persons

  • National identity card for Greek citizens, identity card or passport for citizens of EU member states, passport for citizens of non-EU member states and residence permit, if residing within the country. The founders’ representative may also submit to the One Stop Shop certified copies of these documents.
  • Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in general partnership company and limited partnership company, or shall be appointed as managers in a limited liability company, or as legal representatives in a public limited company (SA).
  • Completed Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required in order for the founders to acquire a Tax Identification Number (TIN), if they do not have one.

B. Documents regarding founders who are resident legal persons:

  • An exact copy of the company’s codified Articles of Association
  • In terms of personal companies and limited liability companies, a special authorisation is required, if their representative for the establishment of the company is different from the legal representative and the company is to be established by a notarial deed. If the company is established by a private agreement, then an authorisation that bears the authenticated signature of the company’s legal representative is sufficient, if this is permissible according to the Articles of Association or by decision of the Assembly of partners.
  • In terms of limited liability companies, it is required to submit a decision of the Assembly of partners regarding the participation of the limited liability company in the company under establishment.
  • In terms of public limited companies, it is required to submit the Issues of the Government Gazette that relate to the legal representation of the company as well as to the Board of Directors’ decision regarding the participation of the public limited company in the company under establishment.

C. Documents regarding founders who are foreign legal persons:

  • Articles of Association that bear an apostille, according to article 4 of the Hague Convention of October 5 1961, officially translated or certified by a consulate, if the country of origin has not signed the Convention.
  • Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
  • Certified copy of the authorisation document which appoints the legal representative in Greece.
  • The debtor should complete Form M3 (“Statement of commencing/changing business of non natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), in order to acquire a TIN.

D. Further Documents:

  • The company’s Articles of Association in print and electronic form, if this is a personal company established at a One Stop Shop. If the establishment is carried out before a notary public who acts as a One Stop Shop, it is not necessary to submit the company’s Articles of Association in print and electronic form.
  • If the establishment procedure is carried out by a representative, he/she should produce an authorisation granted by the founders that bears the certified signatures of the founders, according to paragraph 1 of article 3 of the present guideline.  
  • The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at G.C.R. have been paid, according to those stated in paragraph 1 of article 13.
  • The lease of the premises of the company certified by the competent Public Fiscal Service, or an official copy of the title deed, or an official statement of article 8 of Greek Law 1599/86 granting permission to use the premises as seat of the company under establishment including the grantor’s certified signature. 

E. The debtor should complete the following forms in order for the company to acquire a Tax Identification Number (TIN) following its establishment.

  • Form M3 (“Statement of commencing/changing business of non natural person”)
  • Form M6 (“Statement of Business Activities”), if required.
  • Form M7 (“Declaration of Taxpayer’s Relations”)
  • Form M8 (“Statement of Members/Partners of non natural person”), if required
  • The statement forms are available for print at the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. The founders may also access this website via the One Stop Shop. 

DO I NEED TO APPEAR IN PERSON? MAY I APPEAR WITH A REPRESENTATIVE?
The required documents, applications, official statements and further necessary documents should be signed and submitted to the One Stop Shop by the founders of the company, as determined by the company’s Articles of Association, or by their representative provided he/she has a written authorisation that bears the certified signature of the founders (sample 1 of Appendix I). This authorisation also allows the representative to submit complementary documents and request clarifications at the One Stop Shop, if required. This authorisation provides the representative with power to order the One Stop Shop to search and acquire information and certifications that are necessary for the establishment of the company. The founders’ representative may sign the applications and official statements required by law, and may proceed to make the necessary payments on behalf of the company under establishment and/or the founders. The Bank deposit receipts are issued in the name of the person on behalf of whom the deposit was made.
This authorisation does not allow for the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarised authorisation.

IS A REPRESENTATIVE NECESSARY EVEN IF I APPEAR IN PERSON? WHY?
If all founders appear in person at the One Stop Shop, one of them is designated in writing as representative (sample 5 of Appendix I) with whom the One Stop Shop shall communicate in case the documents contain insufficient information or if further clarifications and complementary information are required. The representative is obliged to submit the required documents and provide the necessary clarifications within a particular set deadline. 

WHAT OTHER DOCUMENTS SHOULD I SUBMIT TO THE ONE STOP SHOP? 
When submitting the necessary documents to the One Stop Shop, the company’s founders or their representative should also provide a bank account in order for the deposited amounts to be refunded, in case the company is not ultimately established. 
Furthermore, the persons applying to establish and register a company at the G.C.R. or an authorised person for this purpose, should complete and submit to the One Stop Shop a written order and authorisation (samples 3 & 4 of Appendix I), in order that the One Stop Shop may carry out the necessary actions regarding the establishment of the company, according to those stated in Greek Law 3853/2010.
This order indicates that the founders of the company under establishment give consent to the One Stop Shop to search and acquire certifications and information necessary to the establishment of the company. The abovementioned order includes the following applications:

  • Application to check availability of company name and distinctive title and to register these to the Chamber.
  • Application to register at the relevant Chamber and
  • Application to register at G.C.R.
  • Application to provide a Tax Identification Number to those founders that do not have one, and the company following its establishment.
  • Application to acquire a copy of the tax clearance certificate of the founders, if not submitted.
  • Application for the announcement dispatch to the competent social security organization

SHOULD I MAKE A PAYMENT AT THIS STAGE? 
Yes. At this stage, you should pay the Company Establishment Note (70 Euros). If the founders are more than 3, the cost is increased by 5 Euros for each additional founder.
The Company Establishment Bill shall not be refunded.

WHAT ELSE MAY THEY REQUEST? (ABOUT COMPANY NAME AND DISTINCTIVE TITLE)
The One Stop Shop, via the G.C.R system, shall carry out an electronic Pre-check and Pre-approval to use the company name and distinctive title proposed by the company under establishment (within the same day or next working day the latest). In case the proposed name and distinctive title of the company under establishment is identical to an already registered company name and distinctive title, then the One Stop Shop in communication with the founders or the legal representative or an authorised third party, shall carry out the necessary modifications to the submitted applications and the company’s Articles of Association, provided this is a private agreement and has already been drawn up.

WHAT HAPPENS IF THE NECESSARY DOCUMENTS ARE INCOMPLETE OR INCONSISTENT?
The One Stop Shop shall carry out a completeness check (within the same day or next working day the latest) in order to determine whether the abovementioned documents are complete and consistent, and the data are legible; otherwise it shall set a deadline of two working days, and if required ten (10) working days, that commences on the day after the representative of the company under establishment receives the relevant invitation (via fax or email) to complete the required data. If the fax or email is sent by the One Stop Shop on working days and hours, it is presumed that the procedural representative has received them on the same day. If the fax or email is not sent on working days and hours, then the relevant invitation is assumed to be received on the following working day.

WHAT COULD HAPPEN IF I DO NOT COMPLETE OR CORRECT THE DATA REQUIRED BY THE ONE STOP SHOP WITHIN THE SET DEADLINE?
If no action is taken by the deadline set by the One Stop Shop to complete or correct the documents, it follows that the establishment procedure shall be automatically stopped and the company name and distinctive title shall not be reserved. In order to commence anew the establishment procedure, a new application, documents and Company Establishment Note should be submitted.

ARE THE DEADLINES SET BY THE ONE STOP SHOP BINDING?
Yes. For instance, if, during the completeness check, the One Stop Shop determines that the founders have tax debts and cannot acquire a tax clearance certificate, then the One Stop Shop shall request from the founders to settle their debts and to submit a tax clearance certificate within a deadline of maximum ten (10) working days. If no action is taken by the set deadline, it follows that the establishment procedure shall be automatically stopped and the company name and distinctive title shall not be reserved. In order to commence anew the establishment procedure, a new application, documents and Company Establishment Note should be submitted.

DO I NEED TO REGISTER AT OAEE? WHAT DO I NEED TO DO TO REGISTER AT OAEE?

See Appendix II, sample 1  
If the partners are required to register at OAEE (mandatory for partners of a general partnership company), the One Stop Shop shall request from the competent Regional Branch of OAEE to register them and issue a Social Security Number (AMKA), if required. The debtors or their representative should complete and sign (Sample 1 of Appendix II).

WHAT DO I NEED TO DO TO ACQUIRE A TAX CLEARANCE CERTIFICATE FOR THE FOUNDERS?
The One Stop Shop shall insure that a tax clearance certificate be provided to each founder of the company under establishment.
In case any of the founders have tax debts, the One Stop Shop shall set a deadline of maximum ten (10) working days in order for the debtor to settle the tax debts and acquire a tax clearance certificate.

WHAT DO I NEED TO DO TO ACQUIRE A TAX IDENTIFICATION NUMBER (TIN) FOR THE FOUNDERS?
If the founder, resident or foreign natural person or foreign legal person, does not have a Tax Identification Number (TIN), the founder him/herself or his/her representative should complete and sign the following forms:

  • If the founder is a natural person, he/she should complete and sign Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required. The One Stop Shop shall then send these forms to the competent Public Fiscal Service via fax or email.
  • If the founder is a foreign legal person, the data provided in Form M3 (“Statement of commencing/changing business of non natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), are registered and sent via email to the Ministry of Economy and Finance.

The applicants are liable for providing true data and accurately completing the forms. The original forms are filed in the company files and copies or the originals may be sent to the competent Public Fiscal Service upon request.

WHEN WILL THE DEED OF COMPANY ESTABLISHMENT BE SIGNED? 
When all the abovementioned stages are completed (check of company name, pre-approval to use company name, tax clearance certificates of founders, registration of the founders’ at the social security fund, acquisition of TIN for founders, if required) and a company is to be established with a notarial deed, according to law or the parties’ agreement, the notary public who operates as a One Stop Shop, shall draw up the notarial deed in the presence of the founders or their authorised representatives..

WHAT PAYMENTS SHOULD BE MADE AT THIS STAGE?
At this stage you should make the following payments:

  • G.C.R. registration fee (10 Euros)
  • Chamber registration fee which depends on the respective Chamber. 
  • Duty paid to the Lawyers Welfare Fund in Athens, which amounts to 5.80€.

WHEN IS THE COMPANY REGISTERED AT G.C.R.?
The One Stop Shop shall register electronically the company data, and the company’s Articles of Association in the database of G.C.R. The G.C.R. shall then send a G.C.R. number and a Registration Code Number.
In terms of public limited companies and limited liability companies, the above registration shall be made known electronically to the competent G.C.R. Service or to the G.C.R. Department via a notice drafted by the notary public.

WHEN WILL THE COMPANY RECEIVE THE TAX IDENTIFICATION NUMBER?
After registering the company at G.C.R., the One Stop Shop shall send electronically to the Ministry of Economy and Finance the information stated in paragraph 1 of article 8 of Greek Law 3853/2010 (90A’) (namely:

  • The G.C.R. number and the Registration Code Number
  • Information about the seat and the remaining facilities of the company (title deed or lease or sublease agreement legally certified by the Public Fiscal Service, or an official statement of granting permission to use the premises) and
  • The relevant forms submitted to the One Stop Shop by the applicant for having a TIN issued), as well as the data provided in Form M3 (“Statement of commencing/changing business of non natural person”), Form M7 (“Declaration of Taxpayer’s Relations”), Form M8 (“Statement of Members/Partners of non natural person”), if required, and Form M6 (“Statement of Business Activities”), if required, in order for the established company to acquire a TIN. The TIN is provided directly by the Ministry of Economy and Finance and is sent electronically to the One Stop Shop. The statements are filed in the company file at the competent G.C.R. Service or G.C.R. Department and copies or the originals may be sent to the competent Public Fiscal Service upon request.

WHEN WILL THE PARTNERS/SHAREHOLDERS BE REGISTERED AT THE SOCIAL SECURITY REGISTERS?
After registering the company at G.C.R., the One Stop Shop shall send to the competent Regional department of OAEE a registration or re-registration notice form, for those partners/shareholders who are not registered at OAEE, and a certificate of payment of registration fees. After receiving the documents, OAEE shall examine whether the necessary conditions are met, and if so, shall proceed to register or re-register the partners/shareholders and send by post the relevant certificate. If the partners/shareholders do not have a Social Security Number (AMKA), they should send a copy of their national identity card to OAEE via fax, in order to acquire one.

WHEN WILL THE COMPANY BE REGISTERED AT THE RESPECTIVE CHAMBER?
After registering the company at G.C.R., the One Stop Shop shall send a company registration request via email or fax to the Registers of the competent chamber (sample 5 of Appendix III). Within the same day or the next working day the latest, the Chamber shall send electronically, via email or automated email, or via fax to the One Stop Shop a confirmation that the company has been registered at the respective Registers.

WHAT OTHER ACTIONS WILL THE ONE STOP SHOP PERFORM?

  • The notary public who operates as a One Stop Shop shall draw up a notice regarding the establishment of a public limited company (SA) or a limited liability company, and shall send it via email or fax to the National Printing Office to be published in the Issue of Sociétés Anonymes - Limited Liability Companies and General Commercial Registry. The National Printing Office shall produce a Publication Code Number (KAD) within the same day or the following working day the latest, and inform the One Stop Shop electronically via automated message or email, or fax.
  • The One Stop Shop shall register the TIN of the newly established company at G.C.R.

WHEN IS THE ESTABLISHMENT PROCEDURE COMPLETED?
At this stage the establishment procedure is completed.

FURTHER ACTIONS
When the establishment procedure is completed, the One Stop Shop shall provide free of charge a certificate stating the actions undertaken and the results. In particular, the certificate shall state at least the following:
The date of establishment of the company, type of company, company name and distinctive title, G.C.R. number and Registration Code Number, TIN of the company and competent Public Fiscal Service, and the registration of the company at the relevant registers of the Chamber.
Following this, the One Stop Shop shall send electronically or via fax this certificate of completion of the establishment procedure to the relevant competent Courts of First Instance. In addition, a print copy of the Articles of Association shall be also sent within fifteen (15) working days.
Moreover, the One Stop Shop shall send to the G.C.R Department or to the competent G.C.R. Service, according to the company seat, the complete file of the company within fifteen (15) working days from the establishment of the company.
If the One Stop Shop is a notary public, the physical file to be sent shall include a copy of the Articles of Association and the relevant attached documents, and the original documents of the remaining statements.

HOW CAN I ACCESS MY FILE AND DATA ONLINE?
 It is possible to access the file and data through the website of G.C.R. by using a username and password. These shall be provided by the One Stop Shops after submitting a request and paying an annual fee of 15 Euros. In terms of legal persons, the username and password are provided to their legal representatives. The username and password allow access to the file that corresponds to the particular G.C.R. number. The debtors may use their username and password to request and receive electronic copies of their file and data (3 Euros per copy), as well as certificates (3 Euros each). Alternatively, the Central Agency of G.C.R. may send the username and password to the legal representative of the company, at the seat of the company within fifteen (15) days following registration at G.C.R. In this case, it should be ensured that the username and password be delivered securely to the legal recipient and remain secret. The debtor is responsible for not disclosing the username and password and using them after delivery is made.

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