Incorporation of Private Company in Greece
WHO WE ARE
AMOIRIDIS LAW SERVICES® is a Greek Law firm specializing, among others, in Corporate and Business Law having a wide range of experts, composed by both in-house and external solicitors, notaries, accountants, tax experts, civil engineers, topographers, real estate agents, enabling us to provide an “all-in-one package” of legal guidance.
As a single team with an international focus and creative thinking AMOIRIDIS LAW SERVICES® has successfully concluded numerous incorporations of companies tackling any challenges that might arise, while representing an exclusively foreign clientele from all over the globe, providing high standard legal advice tailored to the personalized profile of our clients.
AMOIRIDIS LAW SERVICES® handles each case with devotion and creative spirit.
The Greek Market
Greece is a European Union member state, situated on the South-East part of Europe, easily securing access to both Asia and Africa, as well as Europe. As of 2019, it is the 16th largest economy among EU states and the 51st worldwide. Nonetheless, it is not only its strategic position and the affluent natural resources offering a uniquely beneficial framework for business operations.
With a score of 96% on the 2020 Doing Business Index, surpassing countries such as France and Austria, Greece is an ideal place to launch business activity. The Greek legislation provides an especially advantageous framework for establishing a business, securing a favourable tax regime, advancing entrepreneurial activity and promoting innovation.
Greek law provides for a variety of legal forms that a business can assume in order to operate in the Greek Market. Said forms are in many ways similar to French equivalents, due to the fact that the Greek Commercial Law was based on the respective French one at its beginnings during the 19th Century.
While establishing a company or a corporate entity remains the main and most prominent way of entering in the Greek market, foreign enterprises may also form a Greek branch or enter into a joint venture with another enterprise. Foreign enterprises can also establish their business presence in Greece (Law 89/1989 as amended by Law 3427/2005) registering as a foreign company, providing certain services to their head office or any other affiliated company not established in Greece as their sole scope of activity.
Company incorporation in Greece starts with:
- Choosing the type of company in accordance to the requirements of the interested party,
- Drafting the company’s articles of association or the memorandum of association,
- 3. Choosing a registered office and name and
- Selecting an accountant for the company.
The suggested type of company – Private Company (IKE)
The Greek “Private Company” is regulated by Greek Law 4072/2012 “Improvement of Business Environment – New Corporate Form – Trade Marks – Real Estate Agents – Regulation on Maritime Affairs, Ports and Fisheries and other Provisions”. In the relevant provisions, the Greek legislation abides by the European Union’s effort to introduce a new type of European company, suitable for small and medium enterprises, called «Societas Privata Europaea» (SPE-European Private Company), as envisaged by the June 25, 2008 Commission proposal for a Council Regulation on the Statute for a European Private Company (SPE).
In reality IKE, blending elements of corporate structures and a partnership, resembles, as far as its basic characteristics are concerned, a classic LTD but with many more advantages. Perhaps the title of this new type of company (Private Company) is misleading, as, in fact, its key feature lies in the limited liability of the shareholders, while constituting a private capital company.
As such, it is established by one or more natural persons as founder, while partners who wish to participate need to acquire company shares, either by capital, such as cash or contributions in kind, non-capital, i.e. benefits, or with guarantee contributions. Of course, it is only the legal entity that is liable by its assets.
Among its principal advantages lies the reduced cost of incorporation, compared to the other corporate entities, since all its amendments are published only through the General Commercial Registry of the company’s website and not the Government Gazette. Especially taking into consideration the latest amended provisions stipulating the completion of the incorporation of IKE process electronically, it is visible that the procedure is now faster and more cost-efficient as ever.
At the same time, its Articles of Incorporation can be drafted by a private agreement and do not require the presence of a Notary, unless explicitly stated by law in cases of in-kind contributions to its capital. Another major advantage of IKE is that Greek law requires only the insurance to Greek Social Insurance Organization (EFKA) of the company’s administrator and not the company’s partners.
Scope of legal consultancy
The scope of the legal consultancy services we provide for such projects may include, but is not limited to, the following:
- Providing legal guidance on the incorporation of the company based on the Greek legal framework, as applicable today (i.e. the latest legislation, ministerial decisions or internal circulars which are or could potentially apply to your project)
- Completing the necessary tasks, step-by-step, for the establishment of the company, representing the client before the Chamber of Commerce (a department of the General Commercial Registry, i.e. GEMI) or any other competent authority and filling out forms, applications and other documents which are necessary for the conclusion of each step, while also ensuring the conformity of these documents with the Greek laws and regulations
- Concluding the startup of the company’s operation in Greece, including the registration of the administrator to the social insurance institutions.
The above assignments are only indicative and not exhaustive of the tasks that we might be appointed to perform.
INCORPORATION OF PRIVATE COMPANY (IKE)
A. Preliminary steps
The basic points to consider for each company are the following:
- Administrator of the company
The company will need one administrator according to the Greek Law. An EU citizen can be appointed as administrator without any other requirements as per their stay in Greece.
In case the administrator is not an EU citizen who wishes to remain to their country and not migrate to Greece, an official declaration of said fact and the issuance of a Tax Identification Number are the only conditions required for their appointment, thus avoiding the issuance of a residence permit. In case they wish to migrate to Greece, a residence permit must be issued.
- Activities of the company
It is very important for the incorporation of the company to describe to the Greek Tax Authorities the scope of the company, since each company activity bears a special code number which must be mentioned in the articles of incorporation. We would like to further elaborate on the company’s activities, scope etc. especially if you are interested, indicatively, to expand your activities.
- Capital (Zero Capital)
The biggest advantage of IKE is that, unlike the other known capital companies in Greece (LTD and SA), Greek Law does not stipulate a minimum capital. According to the previous provisions of Greek Law the minimum capital provided was just one (1) Euro. With a new amendment introduced by the Law 4155/2013, the existence of capital is not required at all for the incorporation and the activity of IKE.
The zero capital is a novelty at this new corporate form and follows other European states which have already regulated the formation of companies with similar minimum capital. The members however can decide on a bigger capital either when forming the company or at a later stage, by increasing the capital. Our suggestion is usually to start up with a capital ranging from €5.000 to €10.000.
- Other elements to be defined
The title of the company, the registered seat, the duration and the participation percentages on the capital shall be defined as well.
- FOUNDER / INDIVIDUAL
ID card or passport, Tax Identification Number (T.I.N.), address, telephone numbers, and official titles of the administrators or the legal representatives of the foreign founder company as well as of their proxies.
- ID card or passport, Tax Identification Number (T.I.N.), address, telephone numbers, and official titles of the administrators or the legal representatives of the foreign founder company as well as of their proxies.
- A Tax Clearance Certificate for the founder (either physical person or legal entity) granted by the competent income Tax Authority (this is applicable if the founder has already a T.I.N. in Greece).
- Tax forms M3, M6, M7 and M8, referring to the Private Company under incorporation, duly filled in and signed by either the accountant or the representative of the foreign founder.
- FOUNDER / LEGAL ENTITY
The following paperwork will be required to incorporate a Private Company in Greece via the “electronic One Stop Shop” Service, namely the competent for the company’s incorporation service:
- Articles of Association of the legal entity
- Instrument of Incorporation
- Good Standing Certificate
- Company’s decision (General Assembly Resolution or Minute of Board according to the provision of the law under which the founder – legal entity was incorporated).
- PoA by the company’s legal representative.
- Tax forms M3, M6, M7 and M8, referring to the founder/legal entity
- Tax forms M3, M6, M7 and M8, referring to the Private Company under incorporation, duly filled in and signed by either the accountant or the representative of the foreign founder.
C. Step plan for the incorporation of the company
In order for our law firm to be authorized to conduct all appropriate actions for the conclusion of the company’s incorporation, it is appropriate that a Power of Attorney (PoA), including all the relevant mandates, to be signed by the administrator and the company’s partners.
Kindly find below a comprehensive breakdown of all the steps to be followed:
- We will prepare the Power of Attorney (PoA) for the administrator and the company’s partners to be signed before the Greek Consular Authorities closer to their permanent residence. All incorporation powers will be included there, including the issuance of VAT, etc.
- The administrator and the company’s partners will book an appointment with the Greek Consular Authorities in order to sign the PoA.
- The original will be sent to us so as to proceed with the issuance of TIN number(s) for the administrator(s) and activate their account via electronic taxation platform (TaxisNet).
- We will prepare all corporate documents (i.e. articles of association, accounting forms, lease contract etc) and will establish the company via the Electronic One-Stop-Shop Service.
- We will issue the administrator’s AMKA (social security registration number) and will register them to the competent social security organization (EFKA), proceeding to their exemption from the insurance fees where applicable.
- We will provide the bank with all corporate documents and the administrator’s personal information for verification of compliance in order to open the company’s account.
The incorporation of such a company is a remarkably quick process to conclude. Depending mainly on the reaction of the authorities involved (tax authorities, chamber of commerce etc), the timeframes may vary between 7-12 business days.
E. Annual OPEX of IKE
- Annual taxation
Greek law provides for a more preferential taxation framework for IKE. Below you will find a comprehensive list of all the annual taxes.
- Fixed Business Tax: €1.000,00
- Income Tax: 24% on profits
- Tax on the dividends: 5% on pre-tax profits
- Contributions to the Social Security Organization (EFKA)
The preferential regime governing IKE stipulates the compulsory social insurance of the IKE’s administrator. Contrary to the other types of companies in Greece such as S.A., LTD, IKE company’s partners are not obliged to obtain social insurance with the Social Security Organization (EFKA).
The administrator’s contribution to the Social Security Organization (EFKA) amounts to 126,00€ per month.
- Chamber of Commerce annual fee’s
- Subscription of General Commercial Registry of Greece (GEMI) Services: 100,00€
- Subscription of Chamber: 40,00€
- Statutory seat of the company cost
- Accounting and tax services
- Journal entries in the company’s books. (average entries: 5 invoices/month).
- Compilation and declaration of VAT return every month.
- Declaration of the monthly Intrastat return for the intracommunity transactions of the company.
- Declaration of the monthly Listing return for the intracommunity transactions of the company.
- Compilation and declaration of business activity remuneration attestations
- Compilation and declaration of statements of customers and suppliers (MYF)
- Preparation of the company’s register of assets
- The year-end closing entries of the company
- The preparation of the company’s financial statements
- Submission of the financial statements to the GEMI system.
- Preparation and submission of tax declarations of the company
*Upon you request we could provide you with our quotation for the provision of the above services.
- Monthly package preset fee
Our suggestion focuses on a long-term commitment, as an essential factor for our cooperation, serving as the strongest incentive to exercise all reasonable care, skill, diligence, prudence and foresight, which may reasonably and ordinarily be expected from a service provider experienced in its field, by offering at the same time an attractive price list schedule.
After all, a fixed monthly fee agreement is always in favor of the client as you can enjoy much lower billable hours (as compared to the official price list) on a weighted average.
In case that the client is interested in the provision of the above legal services, our legal fee could be discussed and adjusted to the specificities of each case.
A. Drafting of a Power of Attorney (PoA)
As bureaucratic as the above tasks may sound, the majority of them will be performed by us, empowered with the PoA we shall draft, for the partners and the administrator to sign. The members of AMOIRIDIS LAW SERVICES® can act as your attorneys at law and proxies, in order to perform in your name and on your behalf any task necessary for the successful conclusion of your project. Such PoA could include the powers to proceed with all required actions for the incorporation of the company, to represent the administrator and the company’s partners before any authority and other mandates.
B. Opening of a bank account
AMOIRIDIS LAW SERVICES® can take over the opening of a bank account in a Greek Credit/Financial Institute. Actually, this is one of the main tasks our clients usually assign to us, as our law firm retains a very good and trustworthy cooperation with some of the most prominent and most reliable Banks in Greece. As a result, we can easily and safely guide you throughout the process of collecting the necessary documentation and opening a bank account as rapidly as possible.
After the bank account is opened, the administrator shall have access to mobile and internet banking services, as well as being able to pay any Greek employees through bank transfers, as required by Greek law.
C. Issuance of TIN number – Administrator’s registration to the Greek Social Security Organization (EFKA) – Issuance of Social Security Registry Number (A.M.K.A.)
These tasks (where applicable) are typical formalities we can conclude via straightforward procedures. Pursuant to the recent law provisions all managers/administrators of an IKE company in Greece are obliged to be registered to the former Greek Social Insurance Authority (O.A.E.E.) and currently known as Single Body of Social Security (E.F.K.A.).
Furthermore, in order for non-Greek residents to receive a TIN, they are required to appoint a tax representative along with their application at the Tax authority which is competent to issue the TIN. The tax representative for individuals (no legal entities) is a permanent Greek resident who is thus appointed to receive the relevant notifications from the tax authority and is responsible to inform the non-Greek resident (holder of the TIN) accordingly. Tax representatives usually are the applicant’s lawyers, accountants, etc.
D. Creation of company’s web –site
For such type of companies, the law provides that they must create a web-site within 1 month from their incorporation and then to communicate this site to the competent Chamber of Commerce (GEMI).
The reason behind this is that there is no obligation for these companies to upload the announcements (such as GMs minutes, balance sheets etc) related to their operation to the Government Gazette, but for transparency reasons these announcements must be up-loaded to their web-site.
The site must be done primarily in Greek language and include all the required by the law information (articles of incorporation, certificate of incorporation etc), and, then, if you deem it necessary, the site can be upgraded to include more data or applications.
E. Immigration Law
If the company is to either be founded by non-Greek nationals, as well as if it is to employ foreign national, it is always crucial to ensure that they are provided with the proper residence permits for each case, allowing them to legally reside in Greece.
Travelling in Greece, on the other hand, for a short stay is possible without any restrictions for citizens of the European Union, since Greece is a member state to the Schengen area, where free movement of persons has been achieved. Citizens of a country outside the E.U., however, will have to comply with the relevant entry legislation regarding their country of origin, being required, for example, to issue an Entry Visa.
At AMOIRIDIS LAW SERVICES® we can assist you with the respective immigration policies applicable to your specific case and according to your specific needs.
F. Labour Law
Greece provides for a vast labour law framework, even embedding essential provisions to the country’s constitutions. With the view of protecting employees, while not burdening the employer, Greece has extensive legislation regarding employees’ remuneration, benefits, as well as various collective agreements that need to be taken into account.
We can ensure that your company abides by all labour law Greek legislation regarding your employees in Greece. Such tasks may include, but are not limited to, drafting the relevant employment agreements, adjusting wages where necessary, informing the company’s accountants, declaring the number of employees to “ERGANI”, ensuring that the obligation to register the employees to the Social Security Institution “EFKA” are met etc
G. Accounting and tax compliance services
Companies of such type, as any other company, are required to keep records of all incoming capital, as well as their expenses and employees’ payroll slips, with as much detail as possible, taking into consideration annual leaves and all remunerations offered, while also having to comply with the Greek Tax Legislation.
Through our network of highly experiences accountants and tax experts, AMOIRIDIS LAW SERVICES® can ensure that the company’s books are in order, as well as that all its financial obligations are met, without bearing any unnecessary additional cost for the company.