Establishing an office pursuant to Emergency law 89/1967 (Law 3427/2005)
Article 1 of Emergency Law 89/1967, as amended by Law 3427/2005 allows foreign companies to establish themselves in Greece for the sole purpose of providing their central offices or undertakings affiliated with them (within the meaning of Article 42e of Law 2190/1920) not established in Greece with consultancy services, central accounting support, production quality control services for products, procedures and services, or for the purpose of preparing studies, designs and contracts, or engaging in advertising and marketing, data processing, data collection and R&D.
In order for foreign companies to come within the scope of the provisions of that Law, an application must be submitted to the Foreign Capital Directorate of the Ministry of Economy & Finance, to obtain a special permit which will be granted by decision of the Minister of Economy & Finance and published in the Government Gazette within 50 days from the date on which the application is submitted. After that decision is issued, those companies are obliged within 12 months from the date on which they decision was issued, to engage at least 4 members of staff in Greece and to have annual operating costs in Greece of at least € 100,000.
If the permit, the provisions of Law 89/1967, or the provisions on aliens are violated, a similar type of decision shall impose sanctions (fines or revocation of the permit). Before such sanctions are imposed, the public administration will ask the company in writing to submit a report setting out its views about the violations it stands accused of.
Foreign companies interested in coming under the provisions of Emergency Law 89/1967 are obliged to submit the following supporting documents to the Foreign Capital Directorate of the Ministry of Economy & Finance (attested with an Apostille if necessary):
1. An application form indicating the full corporate name, registered offices and nationality of the company, the legal form under which it operates, the line-up of its Board of Directors, and the persons empowered to affix their signature and bind the company. The application must also state the company’s main activities abroad, the specific services to be provided from Greece, the particulars of the legal representative in Greece, the persons to be employed and their areas of specialisation as well as any affiliated undertakings (within the meaning of Article 42e of Law 2190/1920) to which the relevant services are provided.
2. An attested copy of the company’s Articles of Association and all amendments to them.
3. A certificate issued recently (within the last 2 months) by the relevant Chamber or other public authority confirming the company’s good standing, the line-up of its Board of Directors and the persons who can bind the company by affixing their signature. Where those documents do not indicate the line-up of the company and the persons empowered to bind the company, a certificate from the company’s officers must be submitted (an ‘incumbency certificate’).
4. The balance sheet and income statement for the previous year for the Group or parent company or the opening balance sheet for newly-incorporated companies, accompanied by a certified auditors’ report.
5. A documentation file (based on the template provided by the Ministry of Economy & Finance) for the company’s proposed profit margin in Greece from the services provided to the group or head offices.
6. A decision of the company’s Board of Directors bringing it within the scope of the provisions of this Law and appointing a legal representative.
Greek companies may also apply to be brought within the scope of the provisions of Emergency Law 89/1967 provided they only provide the services referred to above to branches abroad or affiliated companies not established in Greece.
The supporting documents required for Greek companies to be brought within the scope of those provisions are listed below:
1. An application form indicating the full corporate name, registered offices of the company, the legal form under which it operates, the line-up of its Board of Directors, and the persons empowered to affix their signature and bind the company. It must also state the business activities, the specific services to be provided to affiliated undertakings (within the meaning of Article 42e of Law 2190/1920), the proposed profit margin based on the documentation file, the particulars of the legal representative, as well as the persons to be employed and their areas of specialisation.
2. An attested copy of the company’s Articles of Association and all amendments to them, showing that its scope is limited exclusively to the activities specified in the Law.
3. A recent certificate from the General Commercial Register confirming that the company is registered with it and its licence remains in effect (if a licence is required).
4. A decision from the company’s Board of Directors or General Meeting of partners bringing the company within the scope of Law 3427/2005.
5. The issue of the Societes Anonyme & Limited Liability Companies Bulletin of the Government Gazette in which the line-up of the company’s Board of Directors was published (in the case of societes anonyme) or a summary of the particulars for limited liability companies or the relevant General Commercial Register certificate, if applicable.
6. The balance sheet and income statement for the last year for the group or parent company, or opening balance sheet for newly-incorporated companies.
7. The documentation file (based on the template provided by the Ministry) for the company’s profit margin from the services provided by it to the Group.
Foreign or Greek shipping companies may also be brought within the scope of the provisions of this Law.