The Greek Societe Anonyme (AE) is regulated in the AktGG (Law 2190/1920). The founding of a Greek Societe Anonyme (AE) can be done by either one or more partners—natural or legal persons. There are no restrictions regarding the nationality of the shareholders or the managing directors. If the founding shareholders are foreign, they must each apply for a Greek tax number before the notarial certification. According to the law, this can also be applied for directly by the notary upon formation, but since this takes more time, it is always recommended to apply for it before the formation.
Furthermore, the raising of the share capital is required for the formation. The minimum capital for the formation of a Greek A.E. is 24,000.00 EURO and must be fully paid in. For a higher share capital, the share capital exceeding the minimum capital can be paid in either fully or partially. The possibilities for partial contributions are regulated by law. Typically, the founding shareholders make their contribution as a cash deposit. Contributions in kind, such as real estate and claims, can also be brought in, but not services. In the case of contributions in kind, an appraisal is carried out by a three-person expert commission from the Ministry of Commerce. Exceptions to the appraisal requirement are provided under certain conditions for movable property and money market products.
Since April 2011, a new formation system has been introduced, according to which an AE is founded online by a notary residing in Greece. All necessary documents are submitted to the notary, who uploads them to the online system. All other necessary steps, which are described in detail below, are also carried out at the notary’s office, who, for example, arranges for the issuance or sending of required certificates to all affected authorities.
Preliminary Review of the Company Name and Notarial Certification of the Articles of Association
Before the notarial certification of the Articles of Association, the notary must first apply online to the competent Industry and Trade Chamber (Emporiko kai Viomichaniko Epimelitirio) for the so-called preliminary approval of the AE’s company name. The preliminary review serves to prevent the authorization of duplicate company names and to avoid the risk of confusion, etc.
As a rule, the shareholders have drafted the Articles of Association with their lawyer. The draft Articles of Association must be notarized and signed by every founding shareholder before being uploaded to the system.
Minimum Requirements for the Articles of Association of a Greek Societe Anonyme
According to the provisions of the currently applicable Law 2190/1920 in its current version (Art. 2 Para. 1 AktG), a minimum content is required when drafting the Articles of Association. Accordingly, the following minimum details must be contained in the Articles of Association:
- Company name of the company
- Company purpose
- Company seat
- A company duration strictly limited in time
- Amount and method of payment of the capital
- Type, number, nominal value, and issue of the shares
- Information on the conversion of bearer shares into registered shares and vice versa
- Regulations for the convocation, composition, operation, and responsibilities of the Board of Directors and the General Meeting
- Information on shareholder rights, balance sheet and profit distribution, dissolution and liquidation of company assets, and formation expenses
- Information on the personal details of the shareholders
Any further amendment to the text of the Articles of Association is also subject to notarial form.
Registration of the Company with the Commercial Register for Sociétés Anonymes
Following the notarial certification of the Articles of Association, the notary first pays the so-called Capital Accumulation Tax (FSEK) to the competent tax office and the fees for the publication of the company in the Commercial Register. The Société Anonyme is then registered online in the Commercial Register. Up to a formation amount of 3 million Euro, this register has no substantive review competence, but merely checks for compliance with the formal formation requirements.
For larger companies with a share capital of over 3 million, the Articles of Association are checked for legality and compliance with the law. Furthermore, the formation of the company must be approved by decision, provided the establishment was carried out by public deed and the relevant legal provisions were observed.
Through the issuance of the confirmation from the online system that the act of formation, together with the founding Articles of Association and—if necessary—the decision including the approval of the Articles of Association, has been accepted, the Société Anonyme acquires its own legal personality. Simultaneously, the company is issued a commercial register number and a tax number.
Publication and Commissioning of the Founded Société Anonyme
The last step of the formation procedure lies in the act of publicity, i.e., the publication of the company in the Government Gazette for AEs and GmbHs, the so-called “Filo Efimeridas Kivernisis”. The external effect towards third parties occurs 15 days after publication. This step is also carried out automatically by the online system.
After publication, the certified business books must be issued to AEs. A tax consultant is usually commissioned for these activities, who is in turn bound by certain deadlines. Fines apply for violation of these deadlines.
During the formation phase, the founding shareholders who acted for the company in formation are liable without limit and jointly and severally. However, insofar as the company approves these actions within three months after acquiring its own legal personality, it is only liable for the actions expressly taken in its name during the formation phase.
Costs of Founding a Société Anonyme in Greece
The following costs arise when founding a Société Anonyme in Greece (non-binding approximate values):
- Notary fees, approx. 1% – 2% depending on the number of pages of the notarial deed and the number of copies
- Capital Accumulation Tax (FSEK), which amounts to 1.1% of the founding capital
- Fee for the formation of the company, which is approximately €100
- Fee for the publication of the formation in the Government Gazette, which is approximately €500
- Fees at the Industry and Trade Chamber (Emporiko kai Viomichaniko Epimelitirio) for obtaining the so-called preliminary approval of the company name
(Status: January 2013. All information is subject to change and without guarantee.)