Establishment of a LTD Company in Greece

A Limited Liability Company called in Greek Law "etairia periorismenis efthinis (E.P.E.) (Mainly Law 3190/1955, Presidential Decree 419/1986) has the features of a partnership and a corporation. It constitutes a convenient form of organization for both small and medium-size enterprises. The liability of the participants is limited to the amount of their contribution.

Establishment

An EPE may be formed by one, two or more natural persons or legal entities, however a natural person or legal entity, may not be a single-partner of more than one EPE. The structure and operation of the EPE is ruled by the Articles of Association (Statute) which must be executed before a notary public, constitutes a registered public document and must state the following:

• Founders/shareholders: full name, profession, domicile and nationality.
• The company name: the company name of the EPE must either be formed by the name of one or more of its shareholders or by the business object and in all cases must include the additional designation "Limited Liability Company".
• The registered office: must be established within the area of a Greek municipality or community.
• The object of the company: i.e. the kind of business that it will conduct. A Limited Liability Company may not carry on business that according to the law is conducted only by another type of company, i.e. banking and insurance business is provided by companies in the form of S.A. only.
• The equity capital: the minimum required equity capital amounts today to Euros 18,000 paid in full, either in cash or other assets as long as it is an asset viewable in the Balance Sheet. However, at least 50% of the capital must be paid in cash. If assets are contributed, their value must be officially appraised by a special committee according to the provision of Art. 9 of Law No. 2190/1920. The company's capital is represented by company shares of a nominal value of Euros 30 or multiples thereof. The shares of a Limited Liability Company are not negotiable instruments, in principle they are freely transferable and inheritable. The company's capital should be fully paid upon the signing of the Articles of Association. If the partners are not Greek nations, natural persons or legal entities then, it must be certified with a "pink slip" issued by a bank, that the amount corresponding to the contribution of the partners, has been officially imported into Greece, prior to the deed of formation of the company.
• The duration of the company: The company is formed for a fixed period, as stipulated in the statute.
• The contribution of each founder.

Registration and Publication Procedures

• Within one month after the signing of the notary deed containing the Articles of Association, the company is registered in the Companies' Registry of the local First Instance Court (where the company's registered office is located). The competent Secretary registers the agreement in the Limited Liability Companies Registrar.
• An announcement of the registration and a summary of the deed containing the names of the partners, 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 partners or the managers, in the Government Gazette, "Bulletin of Corporations and Limited Liability Companies". The company acquires legal personality, only after completion of the above-mentioned procedure and the publication date of the 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

A Limited Liability Company operates on the basis of the Partners Meeting and the Administrator.

a) Partners Meeting Major corporate issues may only be decided at a meeting of partners, which is characterized by the law as the "supreme corpus" of the company. These include amendments to the articles of association, the appointment or removal of administrators, the approval of the balance sheet, the distribution of profits, the commencement of legal proceedings against the administrators of the company or its members and the extension of its duration, amalgamation or dissolution of the company. Each partner has at least one vote at the meeting. If a partner holds more than one share, the number of his votes is equal to the number of his shares. A meeting of the partners must be convened at least once every year and within three months following the completion of the company's accounting period. The resolutions to be adopted at the meetings are generally passed with a majority of more than one half of the partners representing more than one half of the total capital of the company. However, a resolution involving an amendment to the articles of association, including the increase or decrease of the capital (which should take place in the presence of a notary public), requires a majority of at least three quarters of the partners representing at least three quarters of the company's articles of association. Notice: Limited by Shares companies may be transformed into a Limited Liability company.

b) Administrator The management of a limited liability company may be entrusted under the articles of association or by a resolution adopted at partners meeting, to one or more administrators who may or may not be partners. This type of company does not have a board of directors.

Cost of Establishment of a Limited Liability Company (EPE)

Currently, the cost is determined by the following factors:

• Capital concentration fee: 1% of the equity capital.
• Lawyers' Social Funds: (5.80 + 0.30%)
• Government Gazette fee: Euros 290.
• Registration with the Chamber of Commerce (Euros 30 for prevalidation and Euros 372 for registration).