Closure of a Branch of a Foreign Commercial Company in Greece
In recent years, it has become increasingly common for foreign commercial companies to establish branches in Greece in order to carry out all or part of their activities in the country.
The branch of the foreign company is managed by its legal representative, who is appointed by the foreign company, hereinafter referred to as the “mother company”. The decision concerning the appointment of the legal representative is notified to the General Commercial Registry, hereinafter referred to as the “G.E.M.I.”.
In the event that the “mother company” or the foreign branch itself wishes to cease the branch’s activities and, consequently, close the branch, the procedure to be followed is not the same as that applicable to the closure of the “mother company”. More specifically, whereas the dissolution of a company is followed by liquidation, in the specific case of the closure of a branch of a foreign commercial company, the standard procedure of dissolution and liquidation does not apply.
The procedure to be followed for the closure of a branch of a foreign commercial company is as follows:
Prior to the closure of the branch, the “mother company” must adopt a resolution concerning its closure. The resolution shall be adopted in accordance with the applicable legislation of the country in which the “mother company” has its registered office.
The resolution must be submitted to the G.E.M.I. service and must bear an Apostille and an official translation. The resolution must indicate the name of the branch, its G.E.M.I. number and its legal representative.
In the event that the registered office, name or management of the foreign company has changed, an additional certificate issued by the competent foreign authority or the competent commercial registry must be submitted, evidencing the amended details. The relevant certificate must also bear an Apostille and an official translation.
Subsequently, an application for the registration of changes with the G.E.M.I. must be completed and signed by the legal representative of the branch. If the application is not completed and signed by the legal representative of the branch, a relevant authorization granted by the company to the person signing the application or a solemn declaration by the lawyer signing the application is required, with the authenticity of the signature certified through gov.gr. The declaration must state that the documents submitted originate from the company and that the lawyer is the duly authorized representative of the obligated company for the submission of such documents to the G.E.M.I.
The resolution of the foreign company and the application for the registration of changes shall be submitted electronically to the following email address: [email protected].
It is emphasized that a branch of a foreign commercial company constitutes a sui generis legal form, as it is not subject to liquidation, it does not revive, nor may the Announcement of its deletion from the G.E.M.I. be revoked. Consequently, prior to the submission of the resolution concerning the closure of the branch to the G.E.M.I., its legal representative must have taken all necessary steps for its closure, ensuring that there are no assets, bank accounts, etc., since no further action may be taken following the issuance of the relevant Announcement. Therefore, there may be no liquidation proceeds at the time of submission of the relevant resolution concerning the closure.
Furthermore, the submission of the documents to the Region for approval, as an intermediate stage of the procedure, has now been abolished. The G.E.M.I. services are exclusively competent for the legality review and subsequently issue the Announcement of the branch’s deletion from the Registry.
It is also noted that all required documents must have been issued within the last three months.
Following the issuance of the Announcement of deletion by the G.E.M.I. service, the procedure before the competent K.E.F.O.D.E. for the cessation of activities and the cancellation of the Tax Identification Number (A.F.M.) follows.
The procedure before the G.E.M.I. is completed within a period of ten (10) days from the submission of the application for its processing and registration. Subsequently, the relevant payment forms are sent, concerning the application fee and any outstanding G.E.M.I. fees. Following confirmation of payment, a further period of ten (10) days is required for the issuance of the Announcement of deletion.
The procedure followed is common to all legal forms of foreign mother companies.
* The information is accurate to the best of our knowledge as at the time of writing. We have no obligation to update it. We accept no responsibility against any third party who is not a client of the firm and has not signed the terms of our engagement.