In principle, the Company is founded through a “One Stop Shop” process, which is administered either by the local Chambers of Commerce or Public Notaries. The Company set-up process is usually completed within seven to fifteen working days depending on the compilation of the necessary documents and the involved public Authorities. During the process of the company set-up, the founders or their representative shall submit to “One Stop Shop” Service the required documents, applications and affidavits and shall authorise “One Stop Shop” to conduct all necessary searches for the certificates from public services required for the formation of the company.
Α. Shareholder(s) – Founder(s): Α Société Anonyme may be established by one or more natural persons or legal entities, domestic or foreign (the Founder[s]). In case the Founder is not a tax resident in Greece, it should obtain a Greek Tax Identification Number. Please note that in case of one Founder / Shareholder, a notary public must be present at each General Assembly of the Company.
- Minimum Share Capital: The minimum share capital required in order to establish a Société Anonyme is 24,000.00 Euros. The share capital should be deposited during the company’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).
- Board of Directors: The board of Directors should consist of at least three (3) members, all tax residents of Greece otherwise they should obtain a Greek Tax Identification Number.
- Registered Seat of the Company: The registered seat of the Company may be at certain premises which could be leased or privately owned by the Company. If a lease is used as a Company premise, the lease agreement should be certified by the competent Public Tax Authority. If the premises are privately owned, the title deed must be submitted. If the premises were granted free of charge for this purpose by a third party an official statement of granting permission to use the premises as the seat of the company under establishment must be provided, including the grantor’s certified signature.
1. Step One: Drafting the By-laws of the company
Certain minimum information must be contained in the Articles of Association of the Company which should be signed by the Founders of the Company or the persons which have been granted with a PoA specifically for this purpose:
- Personal information of the legal or natural persons who signed the Articles of Association.
- Company name and Company Objectives
- Registered seat of the company
- Duration of the company
- Amount and method of payment of capital stock
- Types of shares (registered shares, or to the bearer), nominal value and issuance of shares
- Number of shares for each type, if more than one type of shares exist
- Conversion of registered shares to bearer shares, or conversion of bearer shares to registered shares
- Personal data of the persons that will be appointed as members of the first Board of Directors of the Company
- Meeting, formation, operation, and responsibilities of the Board of Directors
- Meeting, formation, operation, and responsibilities of the General meeting of shareholders
- The duration of the first fiscal period.
- Personal data of the persons that will be appointed as auditors of the Company. Two (2) auditors should be appointed.
- Shareholders’ rights
- Balance sheet and allocation of profits
- Dissolution of the company and liquidation of assets
2. Step Two: Submission of Documents with the Notary Public – One Stop Shop process
Based on the assumption that the shareholder of the Company to be formed shall be a foreign legal entity, the authorized representative which the Company shall appoint by virtue of a Power of Attorney must compile, sign and submit to the “One Stop Shop” the following documents:
- Articles of Association of the legal entity of the Founder.
- Certificate issued by the companies’ registry of the Founder, certifying that the legal entity of the Founder is legally established and in good standing.
- Power of Attorney of the Founder, containing full powers for: the establishment of the Company, its registration with the General Commercial Registry and all competent tax and social insurance authorities, as well as the registration of the Founder with the competent tax and social insurance authorities and the appointment of its legal representative in Greece.
- Minutes of resolution of the competent corporate body of the Founder (e.g. decision of the Board of Directors, or of the General Assembly of its shareholders) resolving on the establishment of the Company in Greece and in general conferring all powers that should be included in the PoA mentioned above.
All above documents should be provided by the Founder certified by Apostille, according to article 4 of the Hague Convention of October 5, 1961, or equivalent legalization if the country of origin is not a party to the Hague Convention (e.g. by a Consulate) and officially translated into Greek.
- Copies of passports and/or IDs of the persons that will be appointed as members of the first Board of Directors of the Company.
- Lease Agreement for the registered seat of the Company as set out under [D] above.
- The Bank deposit receipts, proving payment of expenses required for the establishment and the registration of the Company.
3. Step Three: Pre-approval of the company’s name
The “One Stop Shop” conducts a check with the competent chamber of commerce in order to confirm that the proposed company name (a) is not already in use by another company and (b) is not contravening the applicable Laws.
If the name and distinctive title are accepted, the chamber of commerce will grant a certification and a registration number evidencing the right to retain the proposed name for a limited term of 2 months (within which all relevant actions must be completed in order to set up the company). In case the name and distinctive title are not accepted, a new name will have to be re-filed and the draft Articles of Association of the Company will need to be updated to reflect such change.
4. Step Four: Public Notary
Following submission of all documents mentioned in step two above with the public notary (One Stop Shop), the Articles of Association of the Company are executed before same by the Founder(s) or by its/their representatives.
5. Step Five: Registration of the Company with the General Commercial Registry
The executed Articles of Association are filed with the competent General Commercial Registry.
6. Step Six: Publication in the Government Gazette
The announcement of the establishment of the Company and its registration with the General Commercial Registry, is published in the Government Gazette.
7. Step Seven: Post establishment corporate actions
- Before the Company officially starts its operations, a first board of directors’ organizational meeting must be held (such board being appointed by the Articles of Association of the Company). In such meeting the members of the board will be assigned with the relevant duties and will be authorised to act on behalf of the Company.
- Furthermore, the board of directors must convene within the first two months from the registration of the Company to certify that the initial share capital has been fully paid up.