The IKE & Co. KG in Greece – What Makes It Special?

Here, instead of a GmbH (EPE), it is the private capital company (Idiotiki Kefalaiouchiki Etairia – IKE) that takes on the position of the sole general partner bearing unlimited liability. The article below sets out the key features, formation, and structuring of the IKE & Co. KG, and distinguishes it from the classic GmbH & Co. KG. All information is provided without any claim to completeness and without guarantee.

Legal form of the IKE & Co. KG

Like the GmbH & Co. KG, the IKE & Co. KG is a limited partnership (Ετερόρρυθμη Εταιρεία – Ε.Ε.) and therefore a partnership with its own separate legal personality in Greece. It has at least two partners, a general partner and a limited partner (Article 271 of Law 4072/2012). Under this provision, partners in a KG may be either natural or legal persons, so that the participation of a capital company as general partner is expressly permitted by law.

The same principle applies to the IKE & Co. KG as to any KG: the general partners are liable for the debts of the KG without limitation with their entire assets, while the limited partners are liable only up to the amount of the capital contribution they have undertaken. Any further liability of a limited partner arises only where that person’s name has been included in the company’s trade name and the third party was unaware of their status as a limited partner (Article 272(2) of Law 4072/2012).

The special feature of the IKE & Co. KG — as with the GmbH & Co. KG — lies in the fact that the general partner is itself a capital company, here the IKE. Since the IKE is, in principle, liable for its obligations only with its own company assets (Article 43(2) of Law 4072/2012), the KG’s general partner is, in economic terms, likewise liable only to a limited extent — namely, to the extent of the assets of the general-partner IKE. Compared with the GmbH & Co. KG, the advantages typical of the IKE are added to this: besides cash and in-kind contributions, the IKE also permits capital-external contributions (such as work or services) and guarantee contributions, and the company can be formed with capital of as little as one (1) euro (Article 43(3) and Articles 77 et seq. of Law 4072/2012). Since the former minimum capital requirement for the EPE has since likewise been abolished, the two models have converged on the pure question of capital; however, owing to its more flexible internal structure, its simplified decision-making, and its by now by far the widest use among Greek forms of company, the IKE remains the more modern model for the role of general partner.

Formation scenarios

As with the GmbH & Co. KG, different scenarios are conceivable when forming an IKE & Co. KG:

• The IKE and the KG are newly formed together for the purpose of the IKE & Co. KG.
• An already existing IKE participates in an already existing or newly formed KG and contributes its business.
• A general-partner IKE is newly formed and takes over the position of general partner previously held by a natural person or another company.
• An existing general-partner GmbH (EPE) of a GmbH & Co. KG is converted into an IKE, in order to benefit from its more flexible structure.

In most cases, the limited partners, as the future providers of capital for the KG, are already determined, so that the general-partner IKE must first be formed so that it can then, as a legal person, participate in the KG to be formed.

Formation formalities of the general-partner IKE

The formation formalities of the IKE are set out in Articles 43–120 of Law 4072/2012, which introduced the IKE as a new form of company into Greek law in 2012 and have since been amended several times. The corporate purpose of the general-partner IKE usually consists — as with the general-partner GmbH — in managing the respective KG as its general partner.

Today, an IKE is formed practically exclusively by electronic means via the one-stop shop e-ΥΜΣ, generally using the statutory model articles of association (Article 51 of Law 4072/2012); a notarial deed remains necessary only where the shareholders wish it or where assets are contributed for whose transfer the law prescribes a notarial form (e.g. real estate). Under Article 43(3) of Law 4072/2012, the share capital is freely determined by the shareholders and may even be zero; the shareholders may participate by way of capital contributions, capital-external contributions, or guarantee contributions (Articles 77 et seq. of Law 4072/2012). For further details on the formation and structuring of the IKE, see the article “The Private Capital Company in Greece (IKE)”.

Formation of the KG

Once the general-partner IKE has been formed, the partners proceed with the formation of the KG. The relevant provisions follow — as with the GmbH & Co. KG — from Law 4072/2012: under Article 271 of Law 4072/2012, at least two partners must participate, a general partner and a limited partner. Typically, the general-partner IKE holds only a small share of the KG, while the limited partners generally hold almost the entire share of the KG. The KG’s partnership agreement may be concluded by private written instrument or by notarial deed, as the law does not prescribe any particular form in this respect.

Under Article 273 of Law 4072/2012, the partnership agreement to be registered with the General Commercial Registry (ΓΕΜΗ) must contain at least the following particulars:

• The surname and first name or trade name, corporate status, and address of the partners
• The trade name (firm) of the company
• The partners entrusted with management (in the case of the IKE & Co. KG, the general-partner IKE)
• The amount of the limited partner’s contribution and the limitation of the limited partner’s liability
• The duration of the company
Under Article 272 of Law 4072/2012, the KG’s trade name must necessarily include either the name of one or more partners (here, the IKE’s trade name) or the object of the business. As described above, including the limited partner’s name may trigger unlimited liability.

Costs and disclosure obligations

Under Article 273 of Law 4072/2012, formation of the KG is, for its effectiveness, subject to the requirement to register the partnership agreement, with the minimum content set out above, with the General Commercial Registry. In other respects, the statements made regarding the KG and the IKE apply correspondingly to the formation, bookkeeping, and disclosure obligations of the IKE & Co. KG; the costs of forming the IKE and the KG are incurred cumulatively. Since a notarial deed is generally not required for the IKE and formation can proceed electronically using the model articles, the formation costs of the general-partner IKE in practice are frequently lower than those of a general-partner GmbH with individually drafted articles.

Management

Once both companies — the IKE and the KG — have been formed, the IKE, as general partner, takes over sole management of the KG. The KG is represented in this respect by its general-partner IKE, which is in turn represented by its manager (Διαχειριστής), who frequently also acts on behalf of the KG. Since IKE law — unlike GmbH law — does not require the mandatory appointment of a multi-member management body, and shareholder resolutions can be structured without particular formal requirements, the IKE & Co. KG tends to offer greater flexibility than the GmbH & Co. KG in day-to-day management.

Audit and disclosure obligations

Greek partnerships, including the limited partnership (EE), must keep books and prepare a balance sheet under Law 4308/2014 (the Greek accounting standards). Small companies are not required to publish their balance sheets, whereas large companies must publish their balance sheet with the General Commercial Registry (ΓΕΜΗ) and have it audited by a statutory auditor. A company is considered large where at least two of the following three criteria are met: total assets exceeding EUR 20,000,000, turnover exceeding EUR 40,000,000, and/or an average number of employees exceeding 250.

The IKE & Co. KG is, with regard to the preparation of annual accounts, subject to Articles 271–284 of Law 4072/2012. The manager (general partner) is required to prepare the balance sheet and profit and loss account at the end of the financial year; the limited partner has the right to inspect the company’s books and records.
Where the IKE & Co. KG has, as its sole general partner, a legal person within the meaning of Law 4308/2014 — which is regularly the case with a general-partner IKE — it is required to keep double-entry books (Category C) and to publish its balance sheet with the General Commercial Registry, irrespective of the size of its turnover.

Taxes

The IKE & Co. KG is taxed according to the general principles of corporate taxation and is treated in the same way as the GmbH & Co. KG for tax purposes: the current corporate income tax rate is uniformly 22% of taxable profit, irrespective of whether the entity concerned is a capital company or a partnership required to keep double-entry books. In addition, an advance tax payment must be made for the following financial year, which is reduced in the first financial years after formation. Where share capital is contributed to the general-partner IKE, the capital accumulation tax, currently 0.5% of the capital contributed, is also payable.

Distinction from the classic GmbH & Co. KG (EPE & SIA EE)

At its core, the IKE & Co. KG follows the same legal construction as the GmbH & Co. KG: a partnership (KG/EE) whose sole general partner bearing unlimited liability is a capital company. The practical differences lie chiefly in the structuring of the general partner itself:

• Formation effort: the IKE can generally be formed without a notarial deed, using the statutory model articles via e-ΥΜΣ, whereas for the GmbH (EPE), depending on the circumstances, individually drafted articles are more often advisable.
• Types of contribution: besides cash and in-kind contributions, the IKE also permits capital-external contributions and guarantee contributions; the EPE has only cash and in-kind contributions available to it.
• Governance: the internal organisation of the IKE is less strictly prescribed by law than that of the EPE, allowing more scope in decision-making and representation.
• Market acceptance: since its introduction in 2012, the IKE has become by far the most commonly chosen form of company in Greece, whereas the GmbH & Co. KG — regardless of whether the EPE or the IKE variant is used — has so far remained a rare legal form. A key reason for this is likely that the tax treatment of the various forms of company in Greece has since largely converged, so that the earlier tax incentive for choosing such a hybrid form has lost significance.

In practice, the IKE & Co. KG is chiefly considered where the limited partners wish to combine a limited-liability partnership with a general partner that can be formed as flexibly and cost-effectively as possible — for example, in intra-group restructurings or when converting an existing GmbH & Co. KG.

(As at: July 2026. All information is provided subject to change and without guarantee.)

Checklist: what should be regulated in the partnership agreement?

For an “IKE & Co. KG” structure (an IKE as general partner plus a SIA EE as limited partnership), the partnership agreement or supplementary documents should, in particular, clearly regulate the following points:

• Shareholder structure and roles: who is the general partner (the IKE), and who are the limited partners; the number of limited partners and the amount of their respective limited-partner contributions.
• Liability structure and allocation of responsibility: clarifying who bears the liability risks and how liability is implemented in practice; rules for safeguarding or limiting risk through the general-partner structure.
• Management and representation: the IKE’s responsibilities (management and external representation); the designation of the persons authorised to represent the IKE; signing and representation arrangements.
• Allocation of profits and losses: how profits and losses are allocated (by contribution, by quota, or on some other basis); treatment of special remuneration (e.g. remuneration of the general partner/management).
• Entry and exit rights: conditions for admitting new limited partners; conditions for withdrawal or change and transfers of interests (e.g. consent requirements).
• Capital measures: increases or reductions of contributions; rules on additional contributions where required, insofar as contractually permitted.
• Control and information rights: the scope of the limited partners’ rights to inspect books and records; the frequency of reporting (e.g. regular reports, annual accounts, business plan); audit rights within the permissible framework.
• Annual accounts, bookkeeping, and disclosure: responsibilities for accounting and the financial statements; who prepares them, who reviews and signs them, and what deadlines apply.
• Decision-making mechanics: which resolutions require the limited partners’ consent; veto rights, qualified majorities, and written resolution procedures versus a partners’ meeting, as appropriate.
• Term and termination: duration, grounds for termination, and winding-up rules; the liquidation mechanism and distribution of the company’s assets.
• Dispute resolution and venue: jurisdiction or arbitration clauses, as appropriate; language provisions and the applicable law (Greek law).
• Special provisions: non-competition and confidentiality obligations, if desired; compliance obligations; provisions on investment and financing plans, in particular for specific projects.

Practical tip: it is often not only the main agreement but also shareholder side letters or management guidelines that are decisive for operationalising internal processes in practice — such as reporting, budgets, and decision-making rights.

Costs and timeline (general guidance)

Since costs depend heavily on the scope of the project, the structure (number of partners), the need for notarial deeds or translations, registry practice, and tax complexity, the following information should be understood only as general guidance.

General timeline (typical):

• Preparation and structuring (approx. 1–3 weeks): due diligence on the partners, the purpose and business plan, and the budget framework; drafting the contractual structure (quotas, liability rules, representation).
• Drafting the agreement and coordination (approx. 1–4 weeks): preparing the partnership agreement and any side agreements; coordinating the IKE’s governing bodies and representation arrangements.
• Registration and publication (approx. 2–8 weeks): filings with the Greek registry system (GEMI or the competent authorities, depending on the process); coordination with the notary, lawyer, and authorities.
• Operational start-up phase (a further approx. 1–4 weeks): opening bank accounts and setting up bookkeeping; tax registration and preparation for the annual accounts and reporting.

Ιn total, this often amounts to around 6 to 15 weeks (it can be faster or considerably longer, depending on processing times at the authorities, the state of the documentation, and internal complexity).

General cost items (typical):

• Legal fees (structuring, drafting, and support)
• Registration, filing, and publication costs
• Notarial costs (where a notarial form is required or requested)
• Translations and certifications (depending on nationality and documentation)
• Costs for any tax adviser or accounting set-up
• Bank and administrative costs (e.g. account opening, documentation requirements)

Practical tip: to avoid unnecessary delays, it is advisable to clarify at an early stage which documents are required for the shareholders and governing bodies (including proof of identity, registry extracts, and translation requirements) — this is one of the most frequent causes of delay.