Company Law

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Due diligence for the acquisition of a Greek company

The due diligence checklist below is a general (non-restrictive) list of issues that ought to be explored as part of the due diligence process. Certain points may need to be added depending on the area of business activity. Issues relevant exclusively to financial auditing have been omitted. Financials – Tax Obligations • Cash restrictions. Is cash restricted from use in any way? For example, the local bank may have issued a performance bond on behalf of the company, and has restricted a corresponding amount of the company’s cash. • Audit of compliance with tax obligations for all types of tax up to...

15 Apr 2015

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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...

11 Jul 2014

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Brief practical description of main Greek company types

1. Partnership (O.E. ) - The most common form of company without need for a capital (only a nominal capital). - Is copied by the French “Société en nom Collectif”. - Simple accounting. - Unlimited liability for members for the company debts. - All members are considered as “traders” so they have an obligation to be registered for social security and pay relevant fees. - Difficult to manage if there are disagreements between the partners. - Little separation between management and ownership. 2. Limited Partnership (E.E.) - Same as the O.E. with the difference that at least one of the members has limited liability; - Is copied by the French “Société en Commandite Simple”. - The limited partner is not allowed to participate...

11 Jun 2014

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Liability of Board of Directors of Greek S.A. companies

Being a member of the Board of Directors of a limited liability company, means that originally, there is no liability whatsoever for any obligations the company shall have. A member, holds the meaning that, on the one hand, has officially the capacity of a single member (which means that has to be stated as “member” at the relevant publication of the Government Gazette), and on the other hand, not to participate actively at the company’s management and representation (which means not to sign any company contract, nor give instructions at the company’s staff, nor be liable for any payroll, nor to...

09 Dec 2013

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Branch establishment of Credit Institutions in EU

In articles 18 and 20 of Law 3601/2007 (regarding the Credit Institutions) it is provided that, under specific terms and conditions, a Financial Institution, domiciled in another member-state of the European Union, may perform activities of crediting in Greece. In principle, the definition of a “Financial Institution” is provided in article 2 of Law 3601/2007, according to which it is “an enterprise which is NOT a Credit Institution (Bank), with main activity the acquisition of holdings or the performance of one or more of the activities designated under b’–ib’ and ie’ of paragraph 1 of article 1 of Law 3601/2007, i.e...

26 Sep 2013

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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...

19 Feb 2013

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Increase of the share capital of a Greek S.A company

According to article 13 par. 2 of C.L 2190/1920, the articles of association of an S.A. may provide that during the first five years of the company, the GA has the right to decide the increase –partially or totally- of the share capital by issuing new shares and up to a total of 5 times the initial share capital. It is noted that according to article 13 par. 4 b’, the increase of the share capital decided as above does not consist an amendment of the articles of association. The deadline for payment of the capital increase is determined by the...

19 Feb 2013

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Annulment of a General Meeting resolution of a Greek S.A. company

In order to cancel a decision of an S.A.’ s General Assembly or to consider the decision as nonexistent, there should be at least one of the grounds specified in articles 35a, 35b and 35c of the Codified Law 2190/1920 . Without prejudice to articles 35b and 35c of C.L 2190/1920, a decision of the General Assembly which has been taken in a manner that is not in accordance with the law or the articles of association of the company, can be annulled by the competent Court. The same applies for decisions taken by a General Assembly that was not legally...

29 Jan 2013

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Legal framework for the licensing and operation of security service providers