Requirements – Procedure – Timeframe for the Acquisition of shares of a Greek Private Company by a non-Greek Company
Documentation and actions required before the purchase of shares
For the buyer:
I) Issuance of Greek Tax Identification Number (TIN) for the buyer (for the purpose of the purchase of shares of a Greek entity and its registration as the sole shareholder of the Greek entity)
Requirements:
Company documentation
i) Up-to-date Articles of Association, certified by the competent authority (and apostilled), which must be submitted to the fiscal authorities and to the Company Registry (GEMI), officially translated into Greek (as per the relevant Greek legislation).
ii) Up-to-date Company Extract of Company Registry (referring to the establishment, seat, share capital, company object, company representatives, good standing etc.) (apostilled), which will have to be submitted officially translated into Greek.
iii) Resolution (minutes) of the company’s Board of Directors (apostilled) regarding:
1) decision to obtain Greek TIN for the purpose of purchase of shares of a Greek entity, and assignment of a person in Greece as the legal (fiscal) representative of the buyer in Greece,
2) registration of the company to the Fiscal Registries for the above purpose and issuance of relevant passwords for the Greek tax e-platform.
3) Authorization to of a person in Greece to execute the above decision.
iv) Separate notarial Power of Attorney (apostilled) by a legal representative of the buyer who co-signed the resolutions, to the fiscal representative chosen as above, with the above-mentioned authorizations.
Actions by the fiscal representative at the Tax Office for the issuance of TIN
II) For the purchase of the shares of the Greek Private Company
Requirements:
a) Resolution minutes of the buyer’s General Assembly (or BoD) if the BoD has the relevant power) (apostilled) regarding:
1) decision to purchase all shares of the Greek private company, by the private company’s shareholders referring also to the specific purchase price,
2) assignment of the person who will represent the buyer (as shareholder) at the Private Company’s meetings of shareholders and every other time as required, and sign on behalf of the buyer the new Articles of Association etc.
b) Separate notarial Power of Attorney (apostilled) by a legal representative of the buyer who co-signed the abovementioned resolutions, to the person who will represent the buyer at the meetings of the private company’s shareholders– with the above authorizations
For the seller
Company documentation
An up-to-date Company Extract of Company Registry for the seller (apostilled and officially translated into Greek)
For the sale of shares
i) Resolution of the directors of the seller company (notarized and apostilled) regarding
The sale of the Private Company’s shares to the buyer, the price and the relevant actions
Appointment of a person to represent the seller in any required action (i.e. sign any required document etc.)
Appointment of a person (or better more) to proceed with other relevant actions about the above (if necessary).
If the seller is also a non-Greek entity, decision for removal from fiscal registries of the Greek TIN that the seller (as a non-Greek entity) acquired because of being a share holder of a Greek PC.
ii) Separate Power of Attorney (notarized and apostilled) by a legal representative of the seller who co-signed the above-mentioned resolutions.
Purchase of shares
I) Drafting and signature of necessary documents (i.e. Share Purchase Agreement, signed by the representatives of both the seller and the buyer which will be officially notified to the Greek Private Company according to Greek law – even per email)
II) Submission to the Greek Company Registry of a) all required documents about the buyer (if the Greek Private Company is a single member Private Company) such as the personal information of the representative of the buyer & b) amendment of Articles of Association
Actions after purchase of shares
Removal from fiscal registries of the Greek TIN of the seller, if the seller is a non- Greek entity which proceeded to the acquisition of a Greek TIN just for the participation in a Greek entity.