The most complete information guide about Athens, Greece
Establishing
a company in Greece
Establishment
of a Limited by Shares Company (S.A.)
A Limited by Shares Company, in Greek law called
“Anonymous Etairia” A.E.” for
short, is formed according to the provisions of
law 2190/20 as amended and currently in force
by presidential decrees and laws. A Limited By
Shares Company (corporation) is a stock company
in which the liability of a shareholder is limited
to the amount of contributions to the capital,
which is represented by shares of stock.
Setting up
The formation of a Limited By Shares Company (S.A.)
may be effected by two, at least, or more natural
persons or legal entities and involves four stages:
• adoption of the statute
• subscription of the share capital
• administrative authorization
• publication
a) Adoption of the statutes
When forming a Limited by Shares Company the founders
of the company must adopt the statutes of the
company and sign the articles of incorporation
before a notary.
The law provides the minimum content of the statutes
which is: the name and the object of the company,
the registered office, the duration, the amount
and the way of paying in the subscribed capital,
the kind, number, nominal value and the issue
of the shares, the appointed auditors, the rights
of the share holders, etc.
b) Administrative authorization
The statutes must be approved by the responsible
prefecture- department of commerce in Athens or
depending on where the corporation is to be established.
c) Publication/Registration
• After the signing of the notary deed containing
the statutes, the company is registered in the
Companies’ Registry of the local
court (where the company’s registered office
is located).
• A summary of the deed containing the names
of the founders, the company name, the registered
office, the object of the company and the
capital, the way of representation of the company
etc.
must be published, under the supervision
of the board of directors, in the Government Gazette,
Bulletin of Limited By Shares and Limited
Liability Companies. The company acquires legal
personality only after completion of the
above-mentioned procedure and the publication
date of the
Government Gazette is deemed as the date
of incorporation of the company.
• Upon establishment, the company is required
to register with the tax office and procure
accounting and company books stamped by
the tax authorities and also register with the
local
chamber of commerce.
Operational structure
The general meeting of the shareholders is the
supreme governing body of a Limited by Shares
Company having the right to decide on all matters
concerning the company. The board of directors
has the executive powers of the company.
a) Shareholders’ general meeting
The general meeting of the shareholders has the
sole authority to decide on:
•
amendments to the statutes including capital
increases or reductions.
• election of directors and statutory
auditors.
• approval of the company’s balance
sheet.
• appropriation of annual profits and
director’s fees.
• issuance of bonds
• amalgamation, extension of duration,
or dissolution of the company.
• appointment of liquidators
An annual (ordinary) general meeting of the shareholders
must be held within six months of the end of each
fiscal year. Extraordinary general meetings may
be held at any time. General meetings are held
at the registered office of the company.
b) Board of directors
The management of a Limited by Shares Company
is the responsibility of the board of directors.
The directors are elected by the general meeting
of the shareholders. A director needs not to be
a shareholder. The statutes may delegate certain
authority to one or more directors or executive
directors of the company.
Cost
Currently, the cost is determined by the following
factors:
• Capital concentration fee: 1% of the
share capital
• Notary’s fees, dues, stamp duties,
etc.: 735 Euro
• Attorney's fees: 1% of capital up to
15.000 Euro plus 0.5% of the capital in excess
of 15.000 Euro.
• Government Gazette fees: 440 Euro.
• Tax office: 440 Euro for the registration
of the company,
• Registration with the chamber of commerce:
176 Euro.
• Competition committee fee: 1‰