business establishment & outsourcing management consultants

General partnership company

Basic characteristics

The partners of a general partnership company are jointly responsible for all the company’s obligations with their personal assets. The dissolution of the company does not terminate the partners’ liability for any existing company debts. Each general partner is liable for the company’s debts and obligations with their own personal assets.

General partners have joint and unlimited liability vis-à-vis the company creditors. A general partner, in both a general partnership company and a limited partnership company (where there is at least one general partner and many limited partners), is the partner with unlimited liability (responsible for all the company’s debts, not limited to a fixed amount of the company’s debts) for all the company’s obligations with his/her personal assets.

Limited partners have limited liability and are only liable for the amount of their investment in the company vis-à-vis third parties, and cannot represent the company in transactions with third parties. A limited partner becomes liable as a general partner when his/her name is included in the company name, or participates in the management and representation of the company.

Incorporation requirements

In order to establish a limited partnership company, at least two parties will have to concur who are by law jointly responsible for pursuing common purposes (article 741, Greek Civil Code). The founding members of a limited partnership company may be natural or legal persons. The natural persons have to be over eighteen years of age (according to article 127 of Greek Civil Code, as it was modified by article 3 of Greek Law 1329/83). Participation of a minor in the establishment of a general partnership company is allowed only after magisterial permission. The establishment of a limited partnership company does not require a notarial deed; on the contrary, a private agreement is sufficient. There is no minimum capital required by law for establishing a limited partnership company, because the company assets are not distinguished from the partners’ assets, given that the partners are liable for the company’s obligations with all their personal assets.

Estimation of cost to establish a limited partnership

  • - The Company Establishment Note (50 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder. The Company Establishment Note shall not be refunded.
  • - G.C.R. registration fee (10 Euros).
  • - Chamber registration fee depending on the respective Chamber.
  • - Contribution to the Lawyers Fund (0,5% of the company capital)
  • - Duty paid to the Lawyers Welfare Fund in Athens. For the establishment of general partnership companies and limited partnership companies with capital more than 586.94€, the duty amounts to 1% of the capital stated in the Articles of Association. Additionally, a stamp of 3.6% on the abovementioned 1% is paid. If the capital is less than 586.94€, the duty amounts to only 5.80€.
  • - Registration fee to the Insurance Organisation for the Self-Employed (OAEE) that amounts to 50% of the insurance premium of the pension branch of the third insurance category of new insurers – category 003 (approximately 111 Euros).
  • - Capital Accumulation Tax (1% of the capital stated in the Articles of Association)

Company-related information to be included in the Articles of Association

According to the law, the Articles of Association should contain at least the following information:

  • - Name and residence of the partners, and their capacity (general partner, limited partner)
  • - Company name. It is prohibited to include the limited partner’s name in the company name.
  • - Names of managers and representatives. Only general partners may be managers and representatives.
  • - Type and value of contributions
  • - Duration of the company
  • - Purposes of the company
  • - State explicitly the type of company as a limited partnership company

The Articles of Association constitute a necessary document for the establishment of a company, and determine a number of significant topics related to the partners’ relations, company management, duration and dissolution. The Articles of Association should be signed by all partners.

You need to find the premises of the company. These premises shall be the registered seat of the company. If you are letting, the lease should be certified by the competent Public Fiscal Service. If the premises are privately owned, you should have the title deed. If the premises were granted free of charge for this purpose by a third party (father, mother, etc.) you need to provide an official statement of granting permission to use the premises as the seat of the company under establishment, including the grantor’s certified signature.

You need to acquire tax and social security clearance certificates. Specifically, all founders/partners should have tax and social security clearance certificates. Otherwise, you will be notified to do so in a consequent stage by the One Stop Shop, or if you do not do so, the company shall not be established.

You need to decide who shall be your representative during the establishment procedures of the company.

Documentation needed for incorporation

A. Documents regarding founders who are natural persons

  • - National identity card for Greek citizens, identity card or passport for citizens of EU member states, passport for citizens of non-EU member states and residence permit, if residing within the country. The founders’ representative may also submit to the One Stop Shop certified copies of these documents.
  • - Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in general Partnership Company and limited partnership company, or shall be appointed as managers in a limited liability company, or as legal representatives in a public limited company (SA).
  • - Completed Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required in order for the founders to acquire a Tax Identification Number (TIN), if they do not have one.

B. Documents regarding founders who are resident legal persons:

  • - a. An exact copy of the company’s codified Articles of Association
  • - b. In terms of personal companies and limited liability companies, a special authorisation is required, if their representative for the establishment of the company is different from the legal representative and the company is to be established by a notarial deed. If the company is established by a private agreement, then an authorisation that bears the authenticated signature of the company’s legal representative is sufficient, if this is permissible according to the Articles of Association or by decision of the Assembly of partners.
  • - c. In terms of limited liability companies, it is required to submit a decision of the Assembly of partners regarding the participation of the limited liability company in the company under establishment.
  • - d. In terms of public limited companies, it is required to submit the Issues of the Government Gazette that relate to the legal representation of the company as well as to the Board of Directors’ decision regarding the participation of the public limited company in the company under establishment.

C. Documents regarding founders who are foreign legal persons:

  • - a. Articles of Association that bear an apostille, according to article 4 of the Hague Convention of October 5 1961, officially translated or certified by a consulate, if the country of origin has not signed the Convention.
  • - b. Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
  • - c. Certified copy of the authorisation document which appoints the legal representative in Greece.
  • - d. The debtor should complete Form M3 (“Statement of commencing/changing business of non-natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), in order to acquire a TIN.

D. Further Documents:

  • - a. The company’s Articles of Association in print and electronic form, if this is a personal company established at a One Stop Shop. If the establishment is carried out before a notary public who acts as a One Stop Shop, it is not necessary to submit the company’s Articles of Association in print and electronic form.
  • - b. If the establishment procedure is carried out by a representative, he/she should produce an authorisation granted by the founders that bears the certified signatures of the founders, according to paragraph 1 of article 3 of the present guideline.
  • - c. The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at G.C.R. have been paid, according to those stated in paragraph 1 of article 13.
  • - d. The lease of the premises of the company certified by the competent Public Fiscal Service, or an official copy of the title deed, or an official statement of article 8 of Greek Law 1599/86 granting permission to use the premises as seat of the company under establishment including the grantor’s certified signature.

E. The debtor should complete the following forms in order for the company to acquire a Tax Identification Number (TIN) following its establishment.

  • - a. Form M3 ("Statement of commencing/changing business of non-natural person")
  • - b. Form M6 ("Statement of Business Activities"), if required.
  • - c. Form M7 ("Declaration of Taxpayer’s Relations")
  • - d. Form M8 ("Statement of Members/Partners of non-natural person"), if required
  • - e. Statement of Capital Accumulation Tax

Tax Clearance Certificate

The One Stop Shop shall insure that a tax clearance certificate be provided to each founder of the company under establishment. In case any of the founders have tax debts, the One Stop Shop shall set a deadline of maximum ten (10) working days in order for the debtor to settle the tax debts and acquire a tax clearance certificate.

Social Security Clearance

The One Stop Shop shall check whether the founders are registered at the Insurance Organisation for the Self-Employed (OAEE) and have a social security clearance certificate. If a founder cannot receive a social security clearance certificate, the One Stop Shop, after receiving the relevant notification, shall request from the founder in question or his/her representative to proceed to the competent department of OAEE and acquire the required social security clearance certificate within a deadline of maximum ten (10) working days. This applies to the founder(s) (natural or legal persons) with the following capacities:

  • - A natural person who operates a business or a legal person of any form, civil law society that operates a business or practices a profession, civil for-profit or non-profit company, joint stock or dormant company, as well as a joint venture.
  • - Member of a joint venture, member of a civil law partnership, member of a general partnership company, general partner of a limited partnership company, manager of a limited liability company, general manager, administration manager at a public limited company (SA), Manager, Administrator, General Manager or member of a Cooperative or a Union of Cooperatives, Manager, Administrator and representative appointed to the Administration of a Public, Municipal, Community Enterprise and for-profit business, irrespective of being a legal person, in a foreign enterprise and foreign organisation, in resident or foreign non-profit public or private legal entity, as well as any type of Institution.
  • - The One Stop Shop shall request from a debtor liable for contributions for a newly-erected building, a social security clearance certificate by IKA, unless the liable founder(s) meet the conditions of the Ministerial Decision F11321/26586/1706/05.12.2003 (1818B’), as applicable, and have already received the relevant social security clearance certificate via an automated email.

Those founders, who do not have the abovementioned capacities, should submit an official statement of article 8 of Greek law 1599/1986 to the One Stop Shop so that they would not be obliged to submit a social security clearance certificate.

In case that it is not possible to acquire a social security clearance certificate, the One Stop Shop, after receiving the relevant notification, shall request from the founder in question or his/her representative to proceed to the competent branch of IKA-ETAM and acquire the required social security clearance certificate within a deadline of maximum ten (10) working days. If the partners are required to register at OAEE (mandatory for partners of a general partnership company), the One Stop Shop shall request from the competent Regional Branch of OAEE to register them and issue a Social Security Number (AMKA), if required.

Tax Identification Number (TIN)

If the founder, resident or foreign natural person or foreign legal person, does not have a Tax Identification Number (TIN), the founder him/herself or his/her representative should complete and sign the following forms:

  • - If the founder is a natural person, he/she should complete and sign Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required. The One Stop Shop shall then send these forms to the competent Public Fiscal Service via fax or email.
  • - If the founder is a foreign legal person, the data provided in Form M3 (“Statement of commencing/changing business of non-natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), are registered and sent via email to the Ministry of Economy and Finance.

The applicants are liable for providing true data and accurately completing the forms. The original forms are filed in the company files and copies or the originals may be sent to the competent Public Fiscal Service upon request.

Capital Accumulation Tax

Upon completion of all the above-mentioned stages, the founders of the company under establishment or their representative should complete and submit a statement on Capital Accumulation Tax (CAT). The data shall be registered in the system of the One Shop Stop and sent via an automated email to the Ministry of Economy and Finance.

Other documents to be submitted to One Stop Shop

When submitting the necessary documents to the One Stop Shop, the company’s founders or their representative should also provide a bank account in order for the deposited amounts to be refunded, in case the company is not ultimately established. Furthermore, the persons applying to establish and register a company at the G.C.R. or an authorised person for this purpose, should complete and submit to the One Stop Shop a written order and authorisation, in order that the One Stop Shop may carry out the necessary actions regarding the establishment of the company, according to those stated in Greek Law 3853/2010. This order indicates that the founders of the company under establishment give consent to the One Stop Shop to search and acquire certifications and information necessary to the establishment of the company. The abovementioned order includes the following applications:

  • - Application to check availability of company name and distinctive title and to register these to the Chamber.
  • - Application to register at the relevant Chamber and
  • - Application to register at G.C.R.
  • - Application to provide a Tax Identification Number to those founders that do not have one, and the company following its establishment.
  • - Application to acquire a copy of the tax clearance certificate of the founders, if not submitted.
  • - Application to acquire a copy of the social security certificate of the partners from IKA – ETAM and OAEE, if required but not submitted.
  • - Application to register the partners (of general partnership companies, limited partnership companies and limited liability companies) and the members of the Board of Directors of public limited companies (SA) who are shareholders holding more than 3% of the share capital, to the respective Social Security Organizations, according to the relevant legislation in force.

In addition, the One Stop Shop, via the G.C.R system, shall carry out an electronic Pre-check and Pre-approval to use the company name and distinctive title proposed by the company under establishment (within the same day or next working day the latest). In case the proposed name and distinctive title of the company under establishment is identical to an already registered company name and distinctive title, then the One Stop Shop in communication with the founders or the legal representative or an authorised third party, shall carry out the necessary modifications to the submitted applications and the company’s Articles of Association, provided this is a private agreement and has already been drawn up.

Establishment via a duly authorized representative

The required documents, applications, official statements and further necessary documents should be signed and submitted to the One Stop Shop by the founders of the company, as determined by the company’s Articles of Association, or by their representative provided he/she has a written authorisation that bears the certified signature of the founders. This authorisation also allows the representative to submit complementary documents and request clarifications at the One Stop Shop, if required. This authorisation provides the representative with power to order the One Stop Shop to search and acquire information and certifications that are necessary for the establishment of the company. The founders’ representative may sign the applications and official statements required by law, and may proceed to make the necessary payments on behalf of the company under establishment and/or the founders. The Bank deposit receipts are issued in the name of the person on behalf of whom the deposit was made. This authorisation does not allow for the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarised authorisation.