Law 4548/2018 (the “Law”) which has been recently passed by the Hellenic Parliament (Government Gazette Vol. A, No. 104/June 13, 2018) introduces an overall and significant reform to the legislative framework regulating the Sociétés Anonymes (SAs) in Greece. The Law, which repeals almost in its entirety the existing Law 2190/1920 on SAs, will come into effect on January 1st 2019.
An SA is a capital company with legal personality. It is solely liable for its debts with its own property, while the liability of its shareholders is, in principle, limited to the amount of their shareholding (capital contributions).
No restrictions exist as to the number of parties (either natural persons or legal entities) who/which may establish an SA. It may also become a single member company by having all of its shares concentrated to one (1) person only.
Yes. Apart from the rights that each share grants to the shareholders (for example, right to participate in the General Meetings of the Shareholders (GMS), voting right, right to receive dividends, right to participate in any increase of the share capital), specific rights are granted by law to minority shareholders provided that they hold a certain percentage of the Share Capital of the Company i.e. 1/20, 1/10, 1/5, 1/3). The higher the shareholding, the stronger the right provided for it. Τhere are also a few rights that can be exercised by a shareholder holding even one share, albeit limited. The goal of the minority rights is to put a barrier to the authority of the majority shareholders, who elect the Board of Directors, thus having full control over the Company. It is a counter-balance against the dominance of the majority shareholder(s). The tendency is to grant more rights and lower the thresholds (the latest law 4548/2018 has followed to that respect previous laws 3604/2007 and 3884/2010). The Articles of Association of the Company may increase the protection of the minority shareholders by decreasing the required percentage (see below).
Minority rights have to do mainly with procedural matters of the General Meeting of the Shareholders, information request, some veto rights and to some extent audit over the Company. These rights reflect mainly the control on a high level of the management of the Company, without interfering in the day to day management and the decision making process which is in the hands of the Board of Directors elected by the majority shareholder(s).
The Greek income tax system taxes Greek SAs on their worldwide income provided that a) they are established or incorporated according to Greek law, or b) they have their registered seat in Greece or c) they have their “place of effective management”1 in Greece for any period during the tax year. Income tax payable in Greece is reduced by the amount of tax paid abroad for the same income. However, such reduction cannot exceed the corresponding amount of tax for said income in Greece.
Foreign SAs are solely taxed on their income deriving from a source in Greece (actual or deemed).
Foreign SAs are also taxed on their income from their “permanent establishment2” (“PE”) in Greece. There is a number of cases listed indicatively in the Law, under which a foreign SA is considered to have a PE in Greece. If the foreign SA’s country of origin has entered with Greece into a Bilateral Treaty for the Avoidance of Double Taxation (“DTT”), provisions of such Treaty regarding PE shall prevail.
All income of taxable legal entities (including SAs) is considered as business income. From tax year 2015 onwards, the corporate tax rate for SAs is 29%.
Extraordinary taxes and special contributions are also imposed due to the economic crisis.
In order to register a company in Greece, you should address a one stop shop. Especially for a public limited company (SA), the competent body is the certified notary public who draws up the notarial deed. In order to find those certified notaries public, you should visit the website of the General Commercial Register (G.C.R.) www.businessportal.gr, where you can get contact details about them.
First of all, it is necessary to prepare the Articles of Association and clarify the partners’ relations, company management, duration and dissolution, which are set by Article 2, paragraph 1 of Greek Law 2190/20 as the minimum information to be included in the Articles of Association. Specifically, the Articles of Association of a public limited company (SA) should contain the following provisions regarding:
The mutual fund (“MF”) is a form of undertaking for collective investment in transferable securities (“UCITS”) in the sense of the EU UCITS Directive (as transposed in Greece). The MF is a pool of assets, consisting of transferrable securities, money market instruments and cash, whose assets are divided into units, owned by more than one unit holders. Each unit’s value is the sum of the MF’s assets divided by the total number of units.
(a) The unit holders which subscribe to the MF, acquiring units which represent the fraction of each unit holder’s share in the MF’s assets; (b) the management company which manages and represents the MF; and (c) the depositary, to which the MF’s assets are entrusted.
The MF, being a pool of assets, does not bear a distinct legal personality. Its unit holders are represented in transactions or in front of Courts and Authorities by its management company.
