Establishment of an S.A. Company in Greece

A Limited By Shares Company called in Greek Law "Anonymous Etairia", A.E.", is formed according to the provisions of Law 2190/20 as amended and currently in force, by:

Presidential Decree 409/86,
Presidential Decree 498/87,
Presidential Decree 56/91,
Presidential Decree 14/93,
Presidential Decree 360/93,
Presidential Decree 367/94,
Presidential Decree 326/94,
Presidential Decree 325/94,
Presidential Decree 882,94,
Presidential Decree 60/01 and
Law 2065/92, Law 2166/93, law 2286/95, Law 2339/95, Law 2523/97, Law 2941/01, Law 3604,07.

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.

Establishment

The formation of a Limited By Shares Company (S.A.) may be incorporated by a sole shareholder or more, who may be natural person/s or legal entity/ies and involves the following stages:

• Draft of articles of association.
• Pre-validation of tradename by the competent Commercial Chamber.
• Signing of the incorporation of the company (adoption of the statute) before a Notary.
• Approval of tradename/registration by Commercial Chamber.
• Administrative authorization, only for companies whose share capital exceeds the amount of Euros 3.000.000.
• Registration of the company in the S.A. Companies Registry (the companies whose share capital does not exceed the amount of Euros 3.000.000 - with the exception of banks, insurance companies etc) register their articles of association in the Registry, without the issuance of an administrative decision).
• Publication of the Government Gazette. In particular:
• Filing of application for the pre-validation of the Company's tradename with the competent Chamber of Commerce, which is valid for two months. (deposit of Euros 30).
• Composition of Draft Articles of Association / Statutes (deposit to (Athens) Bar, competition fee 1%, Government Gazette publication fee regarding establishment).
• Pre-approval of Company"s tradename by the Chamber of Commerce and issue of relevant certificate in two copies (one of which is certified to be filed with the Prefecture).
• Place of business must be established (it is eventually required definitely during the registration with the tax authorities, where a certified signed lease (or any other: purchase, own-use statement) must be submitted.
• Filing of the drafted Articles of Association with the competent Prefecture (together with a relevant application, the receipt of payment for the publication of a resume of the establishment in the Government Gazette (Euros 544.67), the resume itself, receipt of payment of the competition fee (1%), Prefecture's announcement in seven copies, certification of Chamber of Commerce regarding the pre-approval of the Company's tradename).
• Share Capital (minimum - Euros 60,000 must be either paid or at least founders must have undertaken the obligation to make payment before the publication - incorporation of the company).
• Pursuant to the filing of the above, the Prefecture both issues the relevant administrative authorization and approval of the Articles of Association when the authorization is needed, as well as registers the company in its registrar, which (time-wise) means that the text may be given for publication and the Tax of Capital Concentration may be paid, in order to issue a taxpayer's registration number.
• Companies that do not need an administrative authorization may be registered in the S.A. Companies registry within a day.­
• Please note that within one month from the above date (of registration and authorization) the Company must file with the Prefecture a copy of the announcement of the Prefecture regarding the establishment certified by the competent Tax Authority (the payment of the Capital Concentration Tax - 1% - is a prerequisite for such certification) and a receipt by the National Printery, evidencing filing of the documents for publication.
• Registration with the competent Chamber of Commerce (deposit Euros 372).
• Within two months from the establishment of the Company, the latter's Board of Directors must hold a meeting to verify payment of the share capital. 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 objet 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. (Article 2 of Law 2190/20, as amended by Article 2 of Presidential Decree 409/86 and art.4 of Law 3604/2007). b) Administrative Authorisation The statutes of companies whose share capital exceeds the amount of Euros 3.000.000, 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 Prefecture (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 the registration of the company's articles of association in the Companies' Registry and the administrative authorization when needed.
• 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. For the purpose of such registration, the capital concentration fee (1%) must be paid within 15 days from the registration to the Companies' Registry.

Operation 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 (including representative authority).

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.
• Approval 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 according to the procedure provided for by the Law. General Meetings are held at the registered office of the company, or anywhere in Greece or abroad, by virtue of a provision in the articles of association or by representation in the meeting of the total share capital of the company. The General Meeting may convene via teleconference; moreover shareholders may appear and exercise their voting rights from a distance, following relevant provision in the articles of association. The signing of the minutes by "circulation" is possible for non-listed companies.

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 need not be a shareholder. It is possible for a legal entity to be appointed as a member of the Board of Directors provided there is a relevant provision in the articles of association. The Board of Directors may also convene via teleconference and the signing of the minutes by "circulation" is possible. The statutes may delegate certain authority to one or more Directors or Executive Directors of the company.