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S.A. company

Basic characteristics

A company limited by shares (SA) is a company with share capital and legal personality solely liable for its debts with the company assets. According to article 1 of Greek Law 2190/1920, a company limited by shares (SA) is a trade company, even if not a commercial enterprise i.e. its business scope is not related to trade. S.A. designates a particular type of corporation in various countries, mostly those employing the civil law. The concept is roughly equivalent to that of the public limited company in the UK. It can be differentiated from partnerships and private limited companies. S.A. is the abbreviation of Anonymi/Anonymos Eteria in Greek.

A company limited by shares (SA) has the following basic characteristics:

  • - A relatively large capital stock that is required for its establishment.
  • - The capital is divided into equal units, called shares.
  • - Strict publicity rules apply during the company establishment procedures, as well as during its entire duration.
  • - A long duration (usually 50 years)
  • - The limited responsibility of the shareholders.
  • - Decision making procedures based on majority.
  • - The existence of two bodies: the General Assembly of shareholders and the Board of Directors.

Incorporation requirements

A company (SA) may be established by one or more persons, or become a single-member company limited by shares when all shares are concentrated in the hands of a single shareholder. The founding members of a company limited by shares may be legal or natural persons. Pursuant to article 127 of Greek Civil Code, as amended by article 3 of Greek Law 1329/83, the natural persons have to be over eighteen years of age. Participation of a minor in the establishment of a company limited by shares is allowed only after magisterial permission.

In order to establish a company limited by shares (SA), the minimum capital required is 24.000 Euros, although certain activities require a larger amount of capital. The capital should be deposited during the company’s establishment. It is not compulsory for the capital to comprise only cash; it may also comprise contribution in kind, that is contribution of assets (e.g. property). However, if part of the initial capital (maximum 50%) comprises contributions in kind, an advance valuation should be carried out, pursuant to article 9 of Greek Law 2190/1920.

The liability of shareholders is the total amount of capital. The company is liable for debts and obligations with its own assets, not the partners’ personal assets. In contrast to personal companies, the assets of a company are clearly distinguished from the assets of the founders/partners.

Establishment Procedure

Companies limited by shares are incorporated through the One Stop Shop, i.e. the certified notary public and are registered in the General Commercial Register (G.C.R.).

Estimation of cost to establish a company limited by shares

  • - Company Establishment Note (70 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder. The Company Establishment Note is non-refundable. Additionally:
  • - G.C.R. registration fee (10 Euros).
  • - Chamber registration fee depending on the respective Chamber (geographically defined by the company’s registered address).
  • - Registration fee to the Insurance Organization 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 upon incorporation)
  • - Duty paid to the Hellenic Competition Commission (1% of the capital upon incorporation).
  • - Notary fee: minimum cost €44.02 to draw up the contract plus 6€ per page, plus 23% VAT. The copies cost €5 per page, plus 23% VAT. The fee is paid directly to the Notary Public and is not included in the Company Establishment Note.
  • - Attorney fee, the articles of association are usually drawn up by an attorney and the law requires an attorney to be present if the company capital exceeds €100.000. An attorney’s minimum fee is 1% of the company capital, if the amount is less than 44.02,5429€, and 0,5% of the company capital, if the amount is more than 44.02,5429€.This fee applies to each attorney present. For instance, if a company is to be established by two parties and each party has their own attorney, then both attorneys shall receive a fee. The fee is paid directly to the attorney and is not included in the Company Establishment Note.

The Company Establishment Note, the Capital Accumulation Tax, the registration fee to OAEE, and any other payments made to third parties or for acquiring copies and certifications concerning the company, are paid in cash; otherwise if the total amount exceeds €1,500, payment may be made by bank cheque, or by bank deposit to the account of the Central Agency of G.C.R., in which case the bank deposit receipt must be produced. Otherwise, if applicable, payments may be made via web and/or phone banking, credit or debit card, or inter-banking systems. The Company Establishment Note is paid after the necessary documents have been submitted and checked, while the remaining amounts should be paid prior to registering the company at the G.C.R. In case the company is not ultimately established due to reasons for which the partners are responsible, nor registered at the G.C.R., all amounts paid shall be refunded, with the exception of the Company Establishment Note. The amounts shall be refunded within 30 days after the next working day following the expiration of the deadline to complete and correct any inconsistencies. When submitting the necessary documents to the One Stop Shop, the founders of the company or their representative should also provide a bank account in order for the amounts to be refunded, if the company is not ultimately established.

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

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. Article 2, paragraph 1 of Greek Law 2190/20 determines the minimum information to be included in the Articles of Association. Specifically, the Articles of Association of a company limited by shares (SA) should contain the following provisions regarding:

  • 1. Company name and business scope
  • 2. Registered seat of the company. The company premises i.e. the registered seat of the company must be stated. If leased property, the lease should be certified by the competent Public Fiscal Service. If privately owned premises, the title deed is required. If the premises were granted free of charge for this purpose by a third party (father, mother, etc.) an official statement of granting permission to use the premises as the seat of the company under establishment shall be provided, including the grantor’s certified signature.
  • 3. Duration of the company
  • 4. Amount and method of payment of the share capital
  • 5. Types of shares, quantity of shares, nominal value and issue of shares
  • 6. Number of shares for each type, if more than one type of shares exist
  • 7. Conversion of registered shares to bearer shares, or conversion of bearer shares into registered shares
  • 8. Meeting, formation, operation and responsibilities of the Board of Directors
  • 9. Meeting, formation, operation, and responsibilities of the General Assembly
  • 10. Auditors
  • 11. Shareholders' rights
  • 12. Balance sheet and allocation of profits
  • 13. Dissolution of the company and liquidation of assets
  • 14. Personal information of the legal or natural persons who signed the Articles of Association, or on behalf of whom the Articles have been signed.
  • 15. The total amount, or approximately, of all expenses required for the establishment of the company which burden the company.
  • 16. The duration of the first fiscal period, the composition and term of office of the Board of Directors (including their capacities and duties if the contracting parties agree so) and the auditors of the first fiscal period, if the company is subject to audit.

However, the Articles of Association do not have to contain any provisions, even if these are referring to information stated in paragraph 1, on the condition that they are repeating valid provisions of Greek law, unless derogation from these is granted.

Documentation needed for incorporation

In order to establish and register a company at the G.C.R., the founders/applicants or their representative should submit to the One Stop Shop the following documents:

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 company limited by shares (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:

  • - An exact copy of the company’s codified Articles of Association
  • - 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.
  • - 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.
  • - 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 company limited by shares in the company under establishment.

C. Documents regarding founders who are foreign legal persons:

  • - 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.
  • - Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
  • - Certified copy of the authorisation document which appoints the legal representative in Greece.
  • - 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.
  • - 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.
  • - 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.
  • - 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.

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

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

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.

Other issues: All founders/partners should have tax and social security clearance certificates. Otherwise, they are required to acquire before establishing the company.

A representative shall be designated during the establishment procedures of the company. If all founders appear in person at the One Stop Shop, one of them is designated in writing as representative with whom the One Stop Shop shall communicate in case the documents contain insufficient information or if further clarifications and complementary information are required. The representative shall submit the required documents and provide the necessary clarifications within a particular set deadline. 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 the provisions of 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 Social Insurance Institute (IKA), TEAM and the Insurance Organisation for the Self-Employed (OAEE), if required but not submitted.
  • - Application to register the members of the Board of Directors, holding more than 3% of the share capital, to the respective Social Security Organizations, according to the relevant legislation in force.

In the event documents are incomplete or missing a specific deadline is set and if no action is taken by the deadline set by the One Stop Shop to complete or correct the documents, it follows that the establishment procedure shall be automatically stopped and the company name and distinctive title shall not be reserved. In order to commence anew the establishment procedure, a new application, documents and Company Establishment Note should be submitted.

SOCIAL SECURITY CLEARANCE CERTIFICATE

The members of the Board of Directors of the company limited by shares (SA) that are shareholders holding more than 3% of the share capital shall be registered at the Insurance Organisation for the Self-Employed (OAEE) and dispose of a social security clearance certificate.

In case that it is not possible to acquire a social security clearance certificate for any of the members of the Board of Directors of the company limited by shares (SA), who are shareholders holding more than 3% of the share capital, the One Stop Shop, after receiving the relevant notification, shall request from the member in question or their 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.

TAX CLEARANCE CERTIFICATE

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

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 themselves or their 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.
  • - 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”).

COMPANY REGISTRATION AT G.C.R.

The One Stop Shop shall register electronically the company data, and the company’s Articles of Association in the database of G.C.R. The G.C.R. shall then send a G.C.R. number and a Registration Code Number. In terms of public limited companies and limited liability companies, the above registration shall be made known electronically to the competent G.C.R. Service or to the G.C.R. Department via a notice drafted by the notary public.

COMPANY TAX IDENTIFICATION NUMBER

After registering the company at G.C.R., information as stated under paragraph 1 of article 8 of Greek Law 3853/2010 (90A’) shall be send electronically to the Ministry of Economy and Finance the namely:

  • - The G.C.R. number and the Registration Code Number;
  • - Payment receipt of the Capital Accumulation Tax;
  • - Information about the seat and the remaining facilities of the company (title deed or lease or sublease agreement legally certified by the Public Fiscal Service, or an official statement of granting permission to use the premises) and
  • - The relevant forms submitted to the One Stop Shop by the applicant for having a TIN issued), as well as the data provided in Form M3 (“Statement of commencing/changing business of non natural person”), Form M7 (“Declaration of Taxpayer’s Relations”), Form M8 (“Statement of Members/Partners of non natural person”), if required, and Form M6 (“Statement of Business Activities”), if required, in order for the established company to acquire a TIN. The TIN is provided directly by the Ministry of Economy and Finance and is sent electronically to the One Stop Shop.

The notary public who operates as a One Stop Shop shall draw up a notice regarding the establishment of a company limited by shares (SA) or a limited liability company, and shall send it via email or fax to the National Printing Office to be published in the Issue of Sociétés Anonymes - Limited Liability Companies and General Commercial Registry. The One Stop Shop shall register the TIN of the newly established company at G.C.R.

Note: The above-mentioned procedures do not pertain to companies that require an administrative approval or decision in order to commence their business activity