Company administration(GR)๐Ÿ‡ช๐Ÿ‡บ๐Ÿ‡จ๐Ÿ‡ณ

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S.A. Company Establishment Procedures

Note: The following procedures do not pertain to companies that require an administrative approval or decision in order to commence their business activity
  
HOW MANY PARTIES NEED TO CONCUR IN ORDER TO ESTABLISH A PUBLIC LIMITED COMPANY (Sociรฉtรฉ Anonyme)
A public limited company (SA) may be established by one or more persons, or become a single-member public limited company when all shares are concentrated in the hands of a single shareholder.
The founding members of a public limited company may be legal or natural persons. 
The natural persons have to be over eighteen years of age (according to article 127 of Greek Civil Code, as it was modified by article 3 of Greek Law 1329/83). Participation of a minor in the establishment of a public limited company is allowed only after magisterial permission.

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BASIC CHARACTERISTICS OF A COMPANY
A public limited company (SA) is a company with share capital and legal personality, and is liable for its debts with the company assets.
According to article 1 of Greek Law 2190/1920, a public limited company (SA) is a trade company, even if its business scope is not related to trade.
A public limited company (SA) has the following basic characteristics:

  • A relatively large capital stock that is required for its establishment.
  • The capital is divided into equal units, otherwise called shares.
  • Strict publicity rules during the company establishment procedures, as well as during its entire duration.
  • A long duration (usually 50 years)
  • The limited responsibility of the shareholders.
  • Decision making procedures based on majority. 
  • The existence of two bodies: the General Assembly of shareholders and the Board of Directors.

WHAT IS THE MINIMUM CAPITAL REQUIRED FOR ESTABLISHING A COMPANY?
In order to establish a public limited company (SA), the minimum capital required is 24.000 Euros, although certain cases require a larger amount of capital. The capital should be deposited during the companyโ€™s establishment. It is not compulsory for the capital to comprise only cash; it may also comprise contribution in kind, that is contribution of assets (e.g. property). However, if part of the initial capital (maximum 50%) comprises contributions in kind, an advance valuation should be carried out, according to article 9 of Greek Law 2190/1920.

WHAT IS THE LIABILITY OF PARTNERS / SHAREHOLDERS?
The total amount of capital. The company is liable for debts and obligations with its own assets, not the partnersโ€™ personal assets. In contrast to personal companies, the assets of a company are clearly distinguished from the assets of the founders/partners.

WHERE SHOULD I REFER TO REGISTER A COMPANY?
One Stop Shop

WHAT IS A ONE STOP SHOP?
The certified notary public who draws up the notarial deed.

WHERE CAN I FIND A ONE STOP SHOP?
At the website of the General Commercial Register (G.C.R.) www.businessportal.gr  you may find the list of bodies that operate as One Stop Shops by company type, as well as their address, contact details.

WHAT DO I NEED TO PAY TO ESTABLISH A COMPANY? (COMPANY ESTABLISHMENT NOTE)
The Company Establishment Note (70 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder.
The Company Establishment Note shall not be refunded.
Additionally, you will need to pay:

  • G.C.R. registration fee (10 Euros).
  • Chamber registration fee depending on the respective Chamber. 
  • Duty paid to the Hellenic Competition Commission (1% of the capital stated in the Articles of Association).

HOW CAN I ESTIMATE THE COST OF ESTABLISHING MY COMPANY?
The website of the G.C.R. provides a free software that may be used to calculate the exact cost of registering a company, according to Greek Law 3853/2010, based on the type of company and capital (under construction).

ANY FURTHER CHARGES?
Notary fee.
Note: It will cost 44.02 โ‚ฌ to draw up the contract plus 6โ‚ฌ per page, plus 23% VAT. The copies cost 5 โ‚ฌ per page, plus 23% VAT. 
The fee is paid directly to the Notary Public and is not included in the Company Establishment Note.
Attorney fee, if required.
Attention: This fee applies to each attorney present. For instance, if a company is to be established by two parties and each party has their own attorney, then both attorneys shall receive a fee.
The fee is paid directly to the attorney and is not included in the Company Establishment Note.

HOW DO I MAKE PAYMENTS?
The Company Establishment Note and any other payments made to third parties or for acquiring copies and certifications concerning the company, are paid in cash; otherwise if the total amount exceeds 1,500โ‚ฌ, payment may be made by bank cheque, or by bank deposit to the account of the Central Agency of G.C.R., in which case the bank deposit receipt must be produced. Otherwise, if applicable, payments may be made via web and/or phone banking, credit or debit card, or interbanking systems.

WHEN DO I MAKE PAYMENTS?
The Company Establishment Note is paid after the necessary documents have been submitted and checked, while the remaining amounts should be paid prior to registering the company at the G.C.R.

WHICH BANK SHOULD I REFER TO FOR PAYMENTS?
You may refer to any bank. Deposits are made to the bank account of the Central Agency of G.C.R. which is held at Piraeus Bank. (Account number: 5051052381-136, ฮ™ฮ’ฮ‘ฮ GR 19 0172 0510 0050 5105 2381 136)

WHAT HAPPENS TO THE AMOUNTS PAID IF THE COMPANY IS NOT ULTIMATELY ESTABLISHED?
In case the company is not ultimately established due to reasons for which the partners are responsible, nor registered at the G.C.R., all amounts paid shall be refunded, with the exception of the Company Establishment Note. The amounts shall be refunded within 30 days after the next working day following the expiration of the deadline to complete and correct any inconsistencies.
When submitting the necessary documents to the One Stop Shop, the founders of the company or their representative should also provide a bank account in order for the amounts to be refunded, if the company is not ultimately established.

WHERE CAN I FIND THE NECESSARY FORMS TO COMPLETE AND SUBMIT TO THE ONE STOP SHOP?
You may find and print the statement forms (M) from the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. You may also print these forms from the One Stop Shop.
The remaining forms are available in the attached file and the website of G.C.R.

WHAT DO I NEED TO DO BEFORE GOING TO THE ONE STOP SHOP?
You need to decide about certain company-related information to be included in the Articles of Association.
The Articles of Association constitute a necessary document for the establishment of a company, and determine a number of significant topics related to the partnersโ€™ relations, company management, duration and dissolution.
Article 2, paragraph 1 of Greek Law 2190/20 determines 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:

  1. Company name and purposes
  2. Registered seat of the company
  3. Duration of the company
  4. Amount and method of payment of capital stock
  5. Types of shares, quantity of shares, nominal value and issue of shares
  6. Number of shares for each type, if more than one type of shares exist
  7. Conversion of registered shares to bearer shares, or conversion of bearer shares to registered shares
  8. Meeting, formation, operation, and responsibilities of the Board of Directors
  9. Meeting, formation, operation, and responsibilities of the General Assembly
  10. Auditors
  11. Shareholdersโ€™ rights
  12. Balance sheet and allocation of profits
  13. Dissolution of the company and liquidation of assets

https://startupgreece.gov.gr/procedures-laws-regulations/sa-company-establishment-procedures

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