Corporate Enterprises

For the type of business you are interested in, follow the links below:

• Personal Company (P.E)
• Limited Partnership Company (L.P.C)
• Limited Liability Company (L.L.C)
• Sole Proprietorship Limited Liability Company
• Private Capital Company (P.C.C)
• Anonymous Company (S.A)

Personal Company (P.C)

A corporate enterprise is created when two or more persons cooperate, in order to achieve a common result. The result is achieved by combining the resources of the parties and can be either financial (profit - loss) so we are dealing with a commercial company, or other, such as social, political, scientific, zoophilic, cultural, etc., so we are talking about civil company. The contribution of the partners in the formation of the corporate property can be equal or unequal, depending on what is provided in its articles of association. In any case, everyone must contribute, either immediately or after a certain period of time, the contributions provided by the contract.

In Personal companies, the personal contribution of each partner to the operation of the company is of paramount importance. In practice, this means that any change in the ability of the partner (bankruptcy, death, etc.) directly affects the operation of the company. Let us now look at the main types of Personal companies.

 

Limited Partnership Company (L.P.C)

A Limited Partnership Company (LPC) consists of one or more general members. Its main feature is the differentiation of the responsibility and management capabilities of its partners. The general partners are responsible with all their property for the financial obligations of the company and have the ability to take on managers. The limited partners, on the other hand, are liable up to the amount of their participation. Their contribution can be either in cash or in kind (work, building facilities, equipment, know-how, etc.), they can participate in the management of the company but are excluded from its management and representation, which concerns the company's relations with third parties.

In Greek legislation we identify two different types of LPC's. The simple Limited Partnership Company and the Limited Partnership Company with shares. In the first, the limited partners are listed in the company's articles of association and thus their participation in it cannot be transferred or assigned elsewhere. In the second, the shares of the limited partners are represented by equity securities (as in the Societe Anonyme) and are freely transferable.

As we observe, the main difference between a Sole Proprietorship and a LPC is the possibility of having limited partners, who bear limited responsibility for the obligations of the company and limited ability to manage it. The existence of limited partners gives a comparative advantage to the LPC against the Sole Proprietorship as they function more as financiers and often provide the company with the necessary funds and skills required for its operation and development.

 

Establishment

The establishment of a LPC is now usually done in the Athens Chamber of Commerce and Industry (ΕΒΕΑ) and more specifically in the One Stop Service (ΥΜΣ) and can be divided into two main stages. The first includes all the necessary actions that must be taken before the partners go to the One Stop Service and these are summarized as follows:

• Drafting of the company's articles of association. The Articles of Association are the document of the company's establishment, it does not need to be a notarial document but a private agreement signed by all partners is enough. According to the law, the articles of association must contain:
• the company name
• the corporate's purpose
• the name of the partners and their exact place of residence
• the name of the administrators and their representatives
• the duration of the company
• the type and value of the contributions
• its status as a general or limited liability company
• Finding a place where the company will be housed. This space will be the headquarters of the company. In case the space is rented, a lease is required, certified by the competent tax authority, while if the space is privately owned, a copy of the title deed is required.
• Ensuring tax and insurance awareness from all founders / partners. If this does not happen they will be asked to do so at a later stage by the One Stop Service, otherwise the company will not be able to be established.
• Appointment of a legal representative for the company's establishment procedures.

The second and last stage includes the establishment and registration of the company in the General Commercial Register (ΓΕΜΗ) with the submission to the One Stop Service of the following:

• Police ID for Greek nationals, identity card or passport for nationals of an EU member state, passport for nationals of non-EU states, as well as a residence permit, as long as they reside in the country.
• The company's articles of association in printed and electronic form, signed by all partners
• The proof of deposit of the bank, as long as it has been preceded by a bank deposit of the amounts due for the establishment of the company and its registration in the ΓΕΜΗ.
• Certified by the competent tax authority as a lease, or official copy of title deed or Responsible Declaration of law 1599/86 on free use concession for the registered office of the company being established.
• Mandate - responsible statement of the founders or their representative for the establishment of the company.
• Payment of the Single Company Establishment Cost Bill

The ΥΜΣ, on the same day or at the latest the next day, receives and checks the above, conducts a pre-check of the name and distinctive title of the O.E. or Ε.Ε., grants VAT to the partners (legal entities) / founders of Ο.Ε. or the EU, if they do not have it, collects the money from the Single Establishment Cost Bill, enters the company details in the database of the General Commercial Register (G.E.M.I.), grants the TIN of the newly established company and transmits the complete file (with all the supporting documents) to the competent service of the relevant Chamber.

 

Limited Liability Company (L.L.C)

The legislator does not come up with a definition of a Limited Liability Company, leaving this task to economics and law. The 1st article of law 3190/1955, simply describes the meaning of Ltd. and defines its main feature, which is none other than the limited liability of the partners for its obligations. In any case, the Ltd. is an intermediate (Mixed) corporate form between the Private and the Capital companies. It is a commercial company, even if its purpose is not a commercial company, according to article 3 of law 3190/1955. Regarding the members of Ltd. the jurisprudence, almost without exception, accepts that from this mere fact of their participation in the company, they do not acquire commercial status. In order for this to happen, the specific partner must be actively involved in the company's activities.

The most important similarity of Ltd. with SA and at the same time its great advantage is corporate responsibility. For its corporate obligations is responsible only the Ltd. (the legal entity) with its property and not its partners, who, although they participate in the management and administration of the company, are limited liability and risk losing only their corporate shares.

The administrative bodies of the company are the "General Meeting" of the partners convened at least once a year and the "Administrator" elected by the General Meeting (GA). Decision-making requires a majority of both corporate shares and partners (natural or legal persons).

A Limited Liability Company can be established by a single person or an already established Ltd. to become a single person. However, the sole proprietorship Ltd. is invalid, if the partner (natural or legal person) who established it is also the sole partner in another sole proprietorship Ltd., or if it has been established by another sole proprietorship Ltd.

 

Key Features

• It is a legal entity and is a commercial company according to the standard criteria, even if its purpose is not commercial.
• The initial capital of the company is divided into equal shares, the "participation shares", the corporate shares with a value of at least € 30.00. The corporate share cannot be represented by shares and cannot be transferred if not all partners agree.
• The liability of the partners is limited. Unlike the Private companies in the Ltd. there is a separation of the company property from the personal property of the partners.
• It has specific terms of publicity throughout its operation.
• It has a certain duration (although the omission of the duration is not a reason for the invalidity of the company).
• Each co-owner Ltd. is a freelancer and therefore has an obligation to be insured with O.A.E.E.
• The manager of the Ltd., who can manage the company as the sole owner, has personal responsibility for illegal actions of the company and any illegal bankruptcy, with a limit on all his movable and immovable property.
• Decisions are made by a majority of more than half of the total number of partners, representing more than half of the total share capital.

 

Advantages

1. Limited liability of the partners for the obligations of the company (up to the amount of their contribution to the share capital)
2. Absence of a minimum initial capital - Repealed by Law 4156/2013
3. Flexibility in decision making in relation to a SA
4. Improved credit rating due to the keeping of diplographic books
5. Quick and easy referral process through the "One Stop Service"
6. Possibility to raise more initial capital against (O.E., E.E.)

 

Disadvantages

1. Inability to raise funds from the Capital Market (Stock Exchange, Bonds)
2. Lack of trust of the traders for the execution of large projects, due to the existence of small capital in relation to a SA.
3. Compliance with strict accounting - auditing rules and conditions of publicity (preparation and publication of accounting statements, issuance of tax certificate, etc.) throughout its operation
4. Higher operating costs due to the above
5. It is prohibited to carry out certain activities in the financial and stock market area, such as banking, insurance and stock exchange services, securities portfolio management, mutual fund management, financial leasing, etc.

 

Sole Proprietorship Limited Liability Company

The Single Person Ltd. is a special form of limited liability company, set up or acquired by a single person. This person, natural or legal, cannot participate as the sole partner in another similar company. This implies that a Sole Proprietorship Ltd. does not have the right to acquire or become the sole partner in another Mon. Ltd.

At the General Meeting of Partners, where there is only one partner, a notary is present and signs the minutes, so that there is control by the State.

 

Establishment

In recent years, the start-ups of the companies are made exclusively by ΓΕΜΗ and the One Stop Service (ΥΜΣ). Thus, the Sole Proprietorship Limited Liability Company is established by submitting to the "ΥΜΣ" ("ΥΜΣ" is considered the certified notary who will draw up the notarial deed of recommendation) of specific documents and supporting documents, within one - two days and with minimal money. Let's see in detail the steps that young entrepreneurs must follow to set up a Ltd.

 

The first step concerns the actions that must be done before the visit to the "One Stop Service" & includes:

• The drafting of the articles of association of the company, which is the legal document of the establishment of the company and specifies all the basic issues concerning the relations of the partners, the management of the company, its lifespan but also its dissolution. The drafting can be done by a notary or with the use of a standard statute and the help of a specialized lawyer and in accordance with article 6 of law 3190/1955 the statute of the Ltd. must contain at least:
• The detailed personal data of the partners
• The company name
• The headquarters, the purpose and the duration of the company
• Its status as a limited liability company
• The initial capital of the company, the participation share and the number of company shares of each, as well as a written certificate of the founders for the payment of the capital
• The object of the in-kind contributions, the valuation and their total value
• Possible agreements of the partners on additional contributions, competition, transfer of company share, departure of a partner, dissolution of the company for reasons not provided by law, as well as internal regulations for the control of management
• Its professional headquarters. That is, the space where the business will be housed. If the space is privately owned, a title deed of the property is required, while in case of lease or concession of use, "Proof of Submission of Declaration of Complete Details of Real Estate Lease" is required.
• Tax awareness of the founders / partners and the administrator.
• The name of the legal representative of the founders for the procedures of incorporation of the company.

 

The 2nd step involves the submission of the documents required to start a company by the founders / applicants or their representative to a notary.

For founders are required:

• Police ID or passport for non-EU nationals.
• Residence permit for independent economic activity, in the case of nationals of non-EU countries. who will be appointed as managers of Ltd.
• As long as the establishment process is done with a representative, authorization of the founders with their authentic signature considered.
• Proof of deposit in the bank or payment to the notary for the relevant promissory note
• Completed forms "Tax Return Statement / change of personal data" and "Taxpayer Relationship Statement", where required, for the issuance of VAT to the founders, if they do not have
• If the headquarters are privately owned, a certified copy of the title deed by a lawyer, while if it is rented or with a concession for use for the seat of the Ltd. established. "Proof of Submission of Real Estate Lease Information Statement" is required.
• After completing the necessary forms (M3, M6, M7, M8) for the issuance of VAT to the company, the applicants for its establishment and its registration in the ΓΕΜΗ complete and submit to the "One Stop Service" an order to proceed in the necessary actions for the establishment of the company. With the issuance of the order, the consent of the founders of the company to be established is presumed for the search and receipt by the "One Stop Service" of the certificates and attestations, which are needed for the establishment of the company. This command includes and incorporates the following applications:
  • Application for pre-audit of Name and Distinctive Title and their registration in the relevant Chamber
  • Application for Registration in the relevant Chamber
  • Application for Registration in the ΓΕΜΗ
  • Application for the Grant of VAT to the founders of the company who do not have, and to the company after its establishment
  • Application for a copy of tax information of the founders, if it is not submitted6.
  • Application for sending an announcement to the competent insurance organizations on a case-by-case basis of the establishment of the Ltd. (to O.A.E.E.) and sending the data of the partners and managers

When the previous procedures are completed (name check, name approval, insurance and tax information of the founders, registration in the founders' insurance fund, granting VAT to the founders if required) and a company will be set up by drawing up a notarial deed, the notary which operates as a One Stop Service prepares the notarial deed, in the presence of the founders or their special proxies, after first receiving the receipts of the Registration Fee at the ΓΕΜΗ, the Registration Cost at the relevant Chamber, and the registration right in OAEE etc.

It then enters the company details electronically, as well as its articles of association in the ΓΕΜΗ database, which issues the ΓΕΜΗ number and returns it electronically together with the Registration Code, prepares an announcement which sends to the National Printing Office for the publication of the company's incorporation in Issue SA - LTD and ΓΕΜΗ and then transmits electronically to the Ministry of Finance the ΓΕΜΗ Code, the Registration Code, the identification details of the headquarters and the other facilities and the relevant forms submitted by the applicant for the issuance of VAT number. and the establishment of the company. The VAT number is paid directly by the Ministry of Finance and is sent electronically.

Finally, the process is completed with the registration of the company in the ΓΕΜΗ, the sending of the data of the partners to the competent regional department of OAEE, where they will be insured, and the registration of the company in the Registers of the relevant Chamber.

 

Private Capital Company (P.C.C)

Law 4072/2012 (Government Gazette A '86) established a new corporate form, the Private Capital Company (PC). It is a corporate form that functions as an intermediate link between small and large companies, presenting several similarities with the Ltd., but without falling under the "corporate" directives of the EU. Corresponds to the international term Private Company and refers to Societas Private Europaea (European Private Company).

Special feature of PC and an explanation of its adaptability, usability and flexibility is not so much the required capital of (1) one euro, as the great freedom of the provisions of its statute. The articles of association, within legal frameworks, essentially formulate the rules of operation of the company. A key originality of this freedom is the expansion of possible contributions that allows for many ways of contributing to the common effort. However, many other statutory clauses are available, such as the ability of the administrator to amend the articles of association (Article 68 § 3), the appointment of the administrator - possibly the majority of administrators - by a partner (Article 60), the revocation by partners of the fixed-term manager Only for certain reasons (Article 59) and much more.

Therefore, one of the advantages of PC is its ability to be shaped according to the wishes of its partners and to take many different forms and versions, which can place it from one end of the corporate spectrum, the personal companies, to the other, the capital ones. As in Ltd. so in PC the liability of the partners is limited to the amount of their contribution to the capital and does not extend to their individual property, while the share of the company represents the participation of each partner. However, a significant difference in relation to Ltd. is the fact that the partners - non-managers - do not necessarily belong to a Social Security Organization (OAEE, etc.).

The PC may be set up as a sole proprietor or subsequently become a sole proprietor, following the departure of a partner or partners. In the case of Sole Proprietorship, the sole partner is subject to insurance obligation to OAEE.

 

Key Features

• It is a capital company with a legal entity.
• For its establishment, the participation of at least one partner is required by receiving at least one share corresponding to a capital contribution of (1) € or more.
• The participation of partners and the receipt of shares can be done with capital, extra-capital and guarantee contributions. The value of the latter two may not exceed 75% of the amount of liability that the partner assumes towards the company's lenders.
• The duration of the company is mandatory for a certain period of time. If not specified in the articles of association, the company lasts for 12 years. This time can be extended.
• Only the company - the legal entity with its property is responsible for the corporate obligations.
• It is possible to "Corporate" the extra-corporate agreements through its articles of association.
• The publicity of the company takes place either on its website or in the G.E.M.I.
• Recommended and amended with a simple private document, notarized is not required.
• Keeps mandatory diplographic books.
• In order to enhance its flexibility, the law provides the possibility for the partners to take decisions both inside and outside the General Meeting, and the Meeting is convened by the administrator 8 days before its holding.
• Simplified procedures are also provided for the approval of the annual financial results, the meeting of its bodies, etc.
• The distribution of profits to the partners follows the creation of a reserve. The annual profits are distributed, after first subtracting 1/20 of them for the formation of a regular reserve.

 

Innovation

The innovation of PC is the decoupling of corporate participation and shares from the capital. That is, while in SA. and Ltd. the shares and the company shares are part of the capital and determine the size of the participation of each, depending on the number of shares it holds, in the PC. things are different. The company shares are reduced not exclusively to the capital, as the sole denominator, but to a broader denominator, which consists of the value of the total contributions. The functions of the partners within the company are separated, as there are partners who contribute cash, assets, partners engaged in day-to-day business (job offer), partners who contribute credit, provide individual or real guarantees, partners who contribute expertise and abilities.

This new type of business entity, makes easier the cooperation and the coexistence between its partners, making it suitable for family businesses, as well as for businesses and partnerships of young entrepreneurs.

 

Advantages

1. Low set-up and operation costs
2. Quick recommendation through the One Stop Service
3. No initial capital required
4. Speed and flexibility in decision-making, as they can be taken outside the General Assembly, in accordance with the provisions of its statutes
5. Adaptability to the needs and aspirations of the partners with the possibility of "formalization" of extra-corporate agreements through its articles of association
6. It has legal personality and is responsible with its property for corporate obligations
7. Only the administrator is obliged to insure with OAEE
8. Accepts extra-capital and guarantee contributions (eg taking responsibility towards third parties)

 

Disadvantages

1. It has exclusively commercial status, regardless of the purpose of its establishment
2. Maintains mandatory duplicate books (Category C), which increases the accounting costs of keeping its books.
3. Can not raise money from the Capital Market.
4. Difficult transfer of shares (done only as provided by the articles of association)
5. The law relieves the administrator of any liability for damages caused

 

Establishment

The establishment of the PC is done through the One Stop Service of G.E.M.I and does not differ significantly from that of OE .. The documents and supporting documents that the founders must submit are the same and described above. The articles of association of the company are usually drawn up by a private contract, without the need for the presence of a notary and this should specify the following: Composition, Name, Partners, Headquarters, Duration, Purpose, Equity, Shares, Contributions, Management, Specialists terms and agreements as well as the Dispute Resolution process. However, in case a special provision of law (e.g. when a real right is introduced on real estate) is required, the establishment of the PC has to be done with a notarized document.

Entrepreneurs - founders of PC are initially required to pay only the Company Establishment Cost Bill and after checking the supporting documents, the registration fee at the ΓΕΜΗ, the registration fee at the relevant Chamber, etc., everything is paid before the company is registered at ΓΕΜΗ The set-up cost does not include fees and fees for publication in the Official Gazette about SA. and Ltd.

The name is formed, either by the name of one or more partners, or by the object of the business it conducts. It must not exceed 120 characters and in each case the words Private Capital Company or in abbreviation of PC must be contained in full. If the company is sole proprietorship, the words "Sole Proprietors PC" are included in the name. Also, the name can be given in Latin characters or in a foreign language, while the articles of association can be in another language.

With the submission of the necessary documents, the One Stop Service, after checking them, conducts a pre-check of the name and distinctive title of the PC, the granting of VAT to the partners (legal entities) / founders of the PC, if they do not have, collects all the amounts that constitute the Single Establishment Cost Bill, registers the company data in the database of ΓΕΜΗ., grants to the PC. VAT number and certificate for its registration in the ΓΕΜΗ and forwards the complete file (with all the supporting documents) to the competent Service at the ΓΕΜΗ of the relevant Chamber. The PC acquires legal personality after its registration in the General Commercial Register (ΓΕΜΗ).

Anonymous Company (S.A)

A SA company can be established by one or more persons or become a sole proprietorship by merging all the shares into a single person. The founding members of a SA company can be natural or legal persons. Natural persons must have completed the eighteenth (18th) year of their age (according to article 127 of the Civil Code, as amended by article 3 of Law 1329/83). Participation of a minor in the establishment of a societe anonyme is allowed only with the court permission.

 

Key Features

A SA is a capital company with legal personality, for the debts of which it is responsible only itself with its property. Every societe anonyme is a commercial company, even if its purpose is not to conduct a commercial enterprise, according to article 1 of law 2190/1920. The key features of a SA are the following:

• The relatively large capital required for its establishment.
• The division of capital into equal shares, incorporated in securities, shares.
• The strict conditions of publicity during its establishment but also throughout its life.
• Its long duration (usually 50 years).
• The limited liability of shareholders.
• Making decisions by majority.
• The existence of two bodies, namely the General Meeting of Shareholders and the Board of Directors.

 

Establishment

The minimum amount of share capital required by law for the establishment of a SA is 25,000 euros, while there are cases where the law requires a much larger amount of capital. The capital must be paid at the time of its establishment. It does not have to be in cash, it can also be a contribution in kind, ie a contribution of an asset to the company (eg real estate). However, in the event that part or all of the initial share capital is covered by a contribution in kind, a valuation must have preceded, in accordance with the provisions of article 9 of Codified Law 2190/1920. To set up the company, you contact a One Stop Service, ie a certified notary who will draw up the notarial deed of incorporation.

Up to the amount of the capital, the responsibility lies with the company with its property, not with the partners. Unlike personal companies, there is a separation of the company's property from the personal property of the founders - shareholders.

The Company Establishment Cost Bill (70 EUROS). If there are more than 3 founders, the cost is increased by 5 euros for each additional founder. The Company Establishment Cost Bill is non-refundable. In addition:

• The GEM registration fee (10 EUROS)
• The cost of registration in the chamber, which is determined by each Chamber.
• Fee in favor of the Competition Commission, which amounts to 1% of the capital listed in the articles of association.

Additional financial charges:

• Notary Fee

It is 500 euros for the drafting of the contract plus 6 euros per sheet, plus VAT. 23%. The cost of the copies is 5 euros per sheet, plus VAT. 23%. It is collected by the Notary himself and is not part of the Single Establishment Cost Bill. Of this, an amount of 250 euros is attributed to the Legal Fund (Circular 402/2006 of the Legal Fund).

• Lawyer Remuneration

If he is present !! The fee is freely determined. It is collected by the lawyer himself and is not part of the Single Referral Cost Bill.