Procedure of establishment in Greece of a foreign Limited Liability Company or Société Anonyme branch
Pursuant to Articles 57 and 58 of Law 3190/55 on Limited Liability Companies and Articles 50, 50a and 50b of Law 2190/20 on Sociétés Anonymes, foreign Limited Liability Companies or Sociétés Anonymes may establish branches in Greece, following a decision of the Ministry of Commerce, Development and Competitiveness, provided that the companies are fully operating and have been incorporated in accordance with the laws of the country of their registration.
In general, for establishing a branch of a foreign Limited Liability Company or Société Anonyme in Greece, the procedure to be followed is similar and is the following:
A) First, a request for pre- approval of the name and trade mark of the branch shall be submitted to the competent local agency of the Department of the General Commercial Register, which must approve it.
B) After that, a relevant application shall be submitted to the competent local agency of the Department of the General Commercial Register authorizing the establishment of the branch. This application shall be signed either by the designated authorized representative and procedural representative or by an authorized representative thereof (by virtue of simple authorization with authenticated signature).
The supporting documents to be submitted to the General Commercial Register, which are required for authorisation of the establishment of a foreign Limited Liability Company or Société Anonyme branch, shall be the following:
1) A decision of the foreign Limited Liability Company or Société Anonyme to establish a branch in Greece, setting forth the purpose, the registered office, the trade name of the branch and detailed information regarding the legal representative of the branch.
2) A deed drawn up by a Notary Public or a Greek Consular Authority relating to the appointment of an authorized representative and a procedural representative of the company in Greece, who may be the same person.
NOTE: The authorized representative and procedural representative to be appointed and to reside in Greece must submit:
(a) For a citizen of an EU Member State: exact copy of Police ID card/ Passport; or
(b) For a citizen of a non-EU Member State: exact copy of a residence permit for the purpose of pursuing activities as self-employed person or a residence permit for the purpose of undertaking duties of the manager of a Limited Liability Company or legal representative or member of the BoD of a Société Anonyme.
3) The statutes of the foreign Limited Liability Company or Société Anonyme, as in force at the time the request is submitted, certified by a competent authority having jurisdiction over its registered office.
4) A certificate of the competent authority stating that the Limited Liability Company or Société Anonyme has not been wounded up and that its incorporation authorization has not been revoked.
5) A certificate of the competent authority relating to the registered office abroad and its legal representation.
6) The registration number of the foreign company at its registered office.
The companies which are not entitled to this registration number according to the laws of their country are exempted. (Usually the states which are not EU members)
7) A certificate of the competent authority relating to the paid-up capital of the foreign company.
NOTE: For the establishment in Greece of a branch of a foreign Limited Liability Company or Société Anonyme registered in a non-EU Member State to be authorised, the minimum capital of the parent company must be equal to the minimum capital stipulated for Greek companies of the same legal form.
8) A cash receipt voucher from the Public Revenue Department for the publication of the authorization communication in the Government Gazette, for Sociétés Anonymes and Limited Liability Companies.
9) A certificate of approval by the competent local agency of the Department of the General Commercial Register regarding the name and trade name of the branch.
The above supporting documents that are issued abroad must be accompanied by APOSTILLE or be certified by a Greek consular authority and be accompanied by a certified translation in Greek. Public documentation of the Republic of Cyprus shall be exempted.
Concerning the foreign Limited Liability Companies with registered offices in a non-EU Member State, it is further required a contract of reciprocity between the state of registration and Greece.
The competent authority for approval of the establishment of the branch decides, according to the documentation provided, the Greek form in which the form of the foreign company resembles and respectively, approves the establishment in Greece of the foreign Limited Liability Company or Société Anonyme branch.
The branch shall be managed by its legal representative, who shall be designated by the foreign Limited Liability Company, his/her details shall be communicated to the competent General Commercial Register and he/she shall be entitled to represent the branch. The legal representative shall undertake the responsibilities of a Director of a Société Anonyme or a Manager of a Limited Liability Company.
Procedure followed after the approval of the establishment of the branch
C) Registration of the branch at the General Commercial Register
D) Registration at the local Chamber of Commerce and Industry
E) A VAT number shall be attributed to the branch by the competent Public Revenue Department and thus, the foreign company shall commence business in Greece and operate as a proper company through its branch.