Partnership(GR)๐Ÿ‡ช๐Ÿ‡บ๐Ÿ‡จ๐Ÿ‡ณ

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General Partnership (O.E.) Company Establishment Procedures

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HOW MANY PARTIES NEED TO CONCUR IN ORDER TO ESTABLISH A GENERAL PARTNERSHIP COMPANY?
In order to establish a general partnership company, at least two parties will have to concur who are by law jointly responsible for pursuing common purposes (article 741, Greek Civil Code).
The founding members of a general partnership company may be natural or legal 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 general partnership company is allowed only after magisterial permission.

BASIC CHARACTERISTICS OF A COMPANY
The partners of a general partnership company are jointly responsible for all the companyโ€™s obligations with their personal assets.
The dissolution of the company does not terminate the partnersโ€™ liability for any existing company debts.
The establishment of a general partnership company does not require a notarial deed; on the contrary, a private agreement is sufficient.

WHAT IS GENERAL PARTNER? AND WHAT IS LIMITED PARTNER?
general partner, in both a general partnership company and a limited partnership company (where there is at least one general partner and many limited partners), is the partner with unlimited liability (responsible for all the companyโ€™s debts, not limited to a fixed amount of the companyโ€™s debts) for all the companyโ€™s obligations with his/her personal assets.

WHAT IS THE MINIMUM CAPITAL REQUIRED FOR ESTABLISHING A COMPANY?
There is no minimum capital required by law for establishing a general partnership company, because the company assets are not distinguished from the partnersโ€™ assets, given that the partners are liable for the companyโ€™s obligations with all their personal assets.

WHAT IS THE LIABILITY OF PARTNERS / SHAREHOLDERS?
Each general partner is liable for the companyโ€™s debts and obligations with their own personal assets.

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

WHAT IS A ONE STOP SHOP?
One Stop Shops are the Services of G.C.R. that operate at Chambers and certified Citizen Service Centers (KEP).
In special cases that require notarised Articles of Association, the One Stop Shop operates as the certified notary public and draws up the notarial deed.
WHERE CAN I FIND A ONE STOP SHOP? At the website of the General Commercial Register (G.C.R.)  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 (50 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. 
  • Contribution to the Lawyers Fund (0,5% of the company capital)
  • Duty paid to the Lawyers Welfare Fund in Athens. For the establishment of general partnership companies and limited partnership companies with capital more than 586.94โ‚ฌ, the duty amounts to 1% of the capital stated in the Articles of Association. Additionally, a stamp of 3.6% on the abovementioned 1% is paid. If the capital is less than 586.94โ‚ฌ, the duty amounts to only 5.80โ‚ฌ.

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 establishing a company, according to Greek Law 3853/2010, based on the type of company and capital (under construction).

ANY FURTHER CHARGES?

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 draw up the Articles of Association of the company. According to the law, the Articles of Association should contain at least the following information:

  • Name and residence of the partners
  • Company name
  • Names of managers and representatives
  • Type and value of contributions
  • Duration of the company
  • Purposes of the company
  • State explicitly the type of company as a general partnership company
  • 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. The Articles of Association should be signed by all partners. 

You need to find the premises of the company. These premises shall be the registered seat of the company. If you are letting, the lease should be certified by the competent Public Fiscal Service. If the premises are privately owned, you should have the title deed. If the premises were granted free of charge for this purpose by a third party (father, mother, etc.) you need to provide an official statement of granting permission to use the premises as the seat of the company under establishment, including the grantorโ€™s certified signature.
You need to decide who shall be your representative during the establishment procedures of the company.

WHAT DOCUMENTS DO I NEED TO SUBMIT TO THE ONE STOP SHOP?
In order to establish and register a company at the G.C.R., the founders/applicants or their representative should submit to the One Stop Shop the following documents (sample 2 of Appendix I):

  • Documents regarding founders who are natural persons
    • National identity card for Greek citizens, identity card or passport for citizens of EU member states, passport for citizens of non-EU member states and residence permit, if residing within the country. The foundersโ€™ representative may also submit to the One Stop Shop certified copies of these documents.
    • Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in a general partnership company and a limited partnership company, or shall be appointed as managers in a limited liability company, or as legal representatives in a public limited company (SA).
    • Completed Form M1 (โ€œApplication for a Tax Identification Number/Change of Personal details) and Form M7 (โ€œDeclaration of Taxpayerโ€™s Relationsโ€), if required in order for the founders to acquire a Tax Identification Number (TIN), if they do not have one.
  • Documents regarding founders who are resident legal persons:
    • An exact copy of the companyโ€™s codified Articles of Association
    • In terms of personal companies and limited liability companies, a special authorisation is required, if their representative for the establishment of the company is different from the legal representative and the company is to be established by a notarial deed. If the company is established by a private agreement, then an authorisation that bears the authenticated signature of the companyโ€™s legal representative is sufficient, if this is permissible according to the Articles of Association or by decision of the Assembly of partners.
    • In terms of limited liability companies, it is required to submit a decision of the Assembly of partners regarding the participation of the limited liability company in the company under establishment.
    • In terms of public limited companies, it is required to submit the Issues of the Government Gazette that relate to the legal representation of the company as well as to the Board of Directorsโ€™ decision regarding the participation of the public limited company in the company under establishment.
  • Documents regarding founders who are foreign legal persons:
    • Articles of Association that bear an apostille, according to article 4 of the Hague Convention of October 5 1961, officially translated or certified by a consulate, if the country of origin has not signed the Convention.
    • Certification by a competent authority of the legal personโ€™s country of residence to verify the existence of the company.
    • Certified copy of the authorisation document which appoints the legal representative in Greece.
    • The debtor should complete Form M3 (โ€œStatement of commencing/changing business of non natural personโ€) and Form M7 (โ€œDeclaration of Taxpayerโ€™s Relationsโ€), in order to acquire a TIN.
  • Further Documents:
    • The companyโ€™s Articles of Association in print and electronic form, if this is a personal company to be established at a One Stop Shop. If the establishment is carried out before a notary public who operates as a One Stop Shop, it is not necessary to submit the companyโ€™s Articles of Association in print and electronic form.
    • If the establishment procedure is carried out by a representative, he/she should produce an authorisation granted by the founders that bears the certified signatures of the founders, according to paragraph 1 of article 3 of the present guideline.  
    • The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at G.C.R. have been paid, according to those stated in paragraph 1 of article 13.
    • The lease of the premises of the company certified by the competent Public Fiscal Service, or an official copy of the title deed, or an official statement of article 8 of Greek Law 1599/86 granting permission to use the premises as seat of the company under establishment including the grantorโ€™s certified signature. 
  • The debtor should complete the following forms in order for the company to acquire a Tax Identification Number (TIN) following its establishment.
    • Form M3 (โ€œStatement of commencing/changing business of non natural personโ€)
    • Form M6 (โ€œStatement of Business Activitiesโ€), if required.
    • Form M7 (โ€œDeclaration of Taxpayerโ€™s Relationsโ€)
    • Form M8 (โ€œStatement of Members of non natural personโ€), if required

The statement forms are available for print at the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. The founders may also access this website via the One Stop Shop. 

DO I NEED TO APPEAR IN PERSON? MAY I APPEAR WITH A REPRESENTATIVE?
The required documents, applications, official statements and further necessary documents should be signed and submitted to the One Stop Shop by the founders of the company, as determined by the companyโ€™s Articles of Association, or by their representative provided he/she has a written authorisation that bears the certified signature of the founders (sample 1 of Appendix I). This authorisation also allows the representative to submit complementary documents and request clarifications at the One Stop Shop, if required. This authorisation provides the representative with power to order the One Stop Shop to search and acquire information and certifications that are necessary for the establishment of the company. The foundersโ€™ representative may sign the applications and official statements required by law, and may proceed to make the necessary payments on behalf of the company under establishment and/or the founders. The Bank deposit receipts are issued in the name of the person on behalf of whom the deposit was made.
This authorisation does not allow for the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarised authorisation.

IS A REPRESENTATIVE NECESSARY EVEN IF I APPEAR IN PERSON? WHY?
If all founders appear in person at the One Stop Shop, one of them is designated in writing as representative (sample 5 of Appendix I) with whom the One Stop Shop shall communicate in case the documents contain insufficient information or if further clarifications and complementary information are required. The representative is obliged to submit the required documents and provide the necessary clarifications within a particular set deadline.

https://startupgreece.gov.gr/procedures-laws-regulations/general-partnership-oe-company-establishment-procedures

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