The GmbH & Co KG in Greece (EPE & SIA EE)

 The article below sets out the key features as well as relevant scenarios for the formation and structuring of a GmbH & Co. KG in Greece. All information is provided without any claim to completeness and without guarantee.

Legal form of the GmbH & Co. KG

The GmbH & Co. KG / EPE & SIA EE is a limited partnership and therefore a partnership. It has its own separate legal personality in Greece. The KG consists of at least two partners, a general partner and a limited partner. 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 is, in principle, excluded, unless the limited partner’s name has been included in the company’s trade name and the third party was unaware of that person’s status as a limited partner. In that case, unlimited liability also arises for the limited partner (Article 272(2) of Law 4072/2012).

The special feature of the GmbH & Co. KG lies in the fact that the general partner — that is, the KG partner who in principle bears unlimited liability — is itself a GmbH (a capital company). As a result, the general partner is, in economic terms, liable only up to the amount of its own share capital. Important: this liability limitation operates legally through the structure — that is, through the interplay of the GmbH’s liability as a separate legal person and the limited partners’ liability — rather than through a single, fixed liability cap corresponding to a single “share capital” figure in the way this might be understood under a purely German frame of reference; what matters is what assets are actually available to the GmbH. The advantages of this corporate model lie, on the one hand, in the simplified commercial and tax bookkeeping obligations for partners and traders — for example, in relation to accounting requirements — and, on the other, in more flexible corporate decision-making processes, which, unlike those of capital companies, are not tied to stricter formal requirements. The GmbH’s limitation of liability to its paid-up share capital likewise offers a further legal advantage. A disadvantage is the double administrative burden associated with operating a GmbH and a KG in parallel.

Formation scenarios

Various scenarios are conceivable when forming a GmbH & Co. KG:

• The GmbH and the KG are newly formed together for the purpose of the GmbH & Co. KG.
• An already existing GmbH participates in an already existing or newly formed KG and contributes its business.
• A general-partner GmbH is newly formed and takes over the position of general partner previously held by a natural person.
In most cases, the limited partners, as the future providers of capital for the KG, are already determined, so that the general-partner GmbH must first be formed so that it can then, as a legal person, participate in the KG to be formed.

Formation formalities of the GmbH

The formation formalities of the GmbH are governed by the Greek GmbH Act 3190/1955, which was most recently comprehensively amended by Law 4541/2018. The corporate purpose of the general-partner GmbH usually consists in managing the respective KG as its general partner. For further details on the formation, operation, liability, and disclosure obligations of the GmbH, see the article “Forming a GmbH in Greece”.

Formation of the KG

Once the general-partner GmbH has been formed, the partners proceed with the formation of the KG. The key provisions for the KG follow from Law 4072/2012: under Article 271 of Law 4072/2012, a KG must have at least two partners — a general partner and a limited partner. Typically, the general-partner GmbH holds only a small share of the KG, while the limited partners generally hold almost the entire share of the KG. The GmbH thereby takes on the role of the sole partner bearing unlimited liability. 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, corporate status, and address of the partners
• The trade name (firm) of the company
• The partners entrusted with management (in the case of the GmbH & Co. KG, the general partners)
• 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 GmbH’s trade name) or the object of the business. As described above, including the limited partner’s name may trigger unlimited liability. For further details on the Greek limited partnership, see the article “Forms of Company in Greece”.

Costs and disclosure obligations

Under Article 273 of Law 4072/2012, formation 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 GmbH apply correspondingly to the formation, bookkeeping, and disclosure obligations of the GmbH & Co. KG; the costs of forming the GmbH and the KG are incurred cumulatively.

Management

Once both companies — the GmbH and the KG — have been formed, the GmbH, as general partner, takes over sole management of the KG. The KG is represented in this respect by its general-partner GmbH, which is in turn represented by its manager, who frequently also acts on behalf of the KG.

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 Greek GmbH & Co. KG is, with regard to the preparation of annual accounts, subject to Articles 271–284 of Law 4072/2012, as most recently amended by Law 5039/2023. 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 Greek GmbH & Co. KG has, as its sole general partner, a legal person within the meaning of Law 4308/2014, it is required to keep double-entry books (Category C) and to publish its balance sheet with the General Commercial Registry. Where the general partner is a natural person, the company is classified as a partnership and, where turnover is below EUR 1.5 million, is required only to keep single-entry books; in that case it need not publish its balance sheet. Where turnover exceeds EUR 1.5 million, the company is required to keep double-entry books following a prior review of its assets by a statutory auditor.

Taxes

The GmbH & Co. KG is taxed according to the general principles of corporate taxation. The current corporate income tax rate is 22% of taxable profit. In addition, an advance tax payment must be made for the following financial year, which is reduced in the first financial years after formation.
(As at: July 2026. All information is provided subject to change and without guarantee.)

Advantages at a glance

• Liability: a combination of the liability limitation at the level of the GmbH (as a separate legal person) and the limited partners’ liability limited to the amount of their contribution.
• Structure and management: a clear allocation of roles, with management running through the GmbH as general partner — which can make the division of roles more transparent for investors.
• Efficiency: in practice, this structure is often more flexible and less formal than purely capital-market-oriented alternatives, compared with other major forms of capital company.