The Private Company (PC) is a capital company with legal personality and is commercial even if it’s not established for commercial purposes. For the business obligations it is the company with its property that are liable with the exception of the liability taken primarily by the partner with guarantee contributions (article 43 par. 2 & article 79). Its basic characteristic is that the participation of at least one partner is required with the acquisition of at least one share that corresponds to a capital contribution (article 77) of at least 1 euro of value. However, it’s possible to have the participation of partners and the acquisition of shares also with other kinds of contributions: the non-capital (article 78) and the guarantee ones (article 79) the value of which cannot exceed 75% of the amount of the liability assumed by the partner towards the company’s creditors. The company’s liability extends up to the amount of the capital invested. The liability is the company’s with its assets and not the partners’. The only exception is the partner who participates with a guarantee contribution, who also assumes the liability, towards the third parties, since they require so, in order to pay debts of the company up to the amount of their contribution.
Other basic characteristics:
- The company’s specified duration (12 years, although the omission to indicate the period of duration does not constitute grounds for annulment of the company).
- Without prejudice to article 79 of L. 4072/2012, the only liable for the company obligations shall be the company with its assets.
- The submission of publication of the company shall take place either in the General
- Commercial Registry (GEMH) webpage, with the publication in the GG/SA-LTD & GCR not being required.
- The contributions can be capital, namely correspond to the known to us capital, but also non-capital or guarantee, i.e. they correspond to elements not subject to assessment.
- It is noted that the PC is established by virtue of a private document, unless the type of the notarial deed is provided by a special provision of law or because of contribution of assets to the company.
- For the reinforcement of its flexibility, the law provides the possibility of decision making by the partners inside and outside the meeting.
- The meeting is called by the manager 8 days before it takes place and the partners are notified even via electronic mail.
- The publication of the financial reports of the PC is done exclusively through the GCR and the company’s website.
- The profits distribution to the partners follows the creation of reserve.
- The reasons for which the PC can be solved are indicated under Article 103. These reasons include the annulment of the company as well as the potential of judicial dissolution in case there are no capital shares. It is highlighted that the law does not provide its dissolution by notice of termination by one of the partners or by judicial decision on important grounds, except the event of inexistence of capital contribution share.
- It is explicitly defined that the partners with the guarantee contributions, continue to be debtors for three years following the dissolution of the company, for the payment of its debts.
The private company consists of one or more natural or legal persons (founders). However, only 1 person, natural or legal (sole proprietorship PC) suffices. In this case, the name of the unique partner is submitted to publication to the GCR. The natural persons must have completed the eighteenth (18) year of age (according to article 127 of the Civil Code, as amended with article 3 of L.1329/83). The participation of an underage person in the establishment of the PC is allowed only following a judicial decision.
Process of establishment of a PC
For the establishment of a PC one can address to the One Stop Shop: the GCR services that operate at the Chamber and the certified as One Stop Shops Citizen Service Centers (ΚΕP).
In special cases that require the Articles of Association to be notarized, the One Stop Shop is the certified notary public who will draw up the notarial deed of establishment.
Drafting of Articles of Association – Private Agreement
The Articles of Association constitute the legal document of the establishment but also predefine all the basic topics that relate to the partners’ relations, the company administration, the issues regarding the duration period and its dissolution. According to article 50 of the L. 4072/2012, the Articles of Association of P.C. shall contain at least:
- The name, the residence address and the electronic mail addresses of the partners. If the company is established as sole proprietorship, the name of the only partner is submitted for publication through GCR (Article 43 par. 4)
- The company name (Article 44)
- The company’s registered seat, its purpose, its property as a private company
- The contributions of the partners by class contribution and the value thereof (articles 77 up to 79)
- The company’s capital, the total number of shares
- The initial number of each partner’s shares and the type of shares they represent
- The administration and representation of the company (articles 55 to 64)
- The duration of the company (article 46); It is highlighted that if the duration is not indicated in the Articles of Association, the company lasts for twelve years after its establishment.
For more details you can address to a lawyer, given that each company has its own needs and a lawyer’s advice may be necessary.
Company name check – Distinctive title
Those asking for the establishment of the company and its registration to the GCR or a third person authorized for this, fill-in and file to the One Stop Shop a written order and power of attorney in order for the One Stop Shop to proceed to the necessary actions for the establishment of the company according to what is provided by L. 3853/2010. With the granting of the order, the consent of the founders of the under establishment company is deduced for the request and receipt from the One Stop Shop of the certificates and attestations required for the establishment of the company. The above mentioned order includes and implements the following applications:
- Application to check availability of company name and distinctive title and to register these to the Chamber
- Application to register at the relevant Chamber and
- Application to register at GCR
- Application to provide a Tax Identification Number (TIN) to those founders that do not have one and to the company following its establishment
- Application to acquire a copy of the Tax Clearance Certificate of the founders if not submitted
- Application to send the announcement of the establishment of the Private Company to the, by case, competent security institutes and send the partners and the administrator(s) information to the, by case, competent social security institutes.
Regarding the name and the distinctive title
The One Stop Shop shall carry out an electronic Pre-check and Pre-approval, via the GCR system, to use the company name and distinctive title proposed by the company under establishment within the same day or next working day the latest. In case the proposed name and distinctive title of the company under establishment conflicts with that of an already registered company name and distinctive title, then the One Stop Shop in communication with the founders or the legal representative or an authorized third party shall carry out the necessary modifications to the submitted applications and the company’s Articles of Association provided this is a private agreement and has already been drawn up.
Articles of Association of PC establishment
Since the above mentioned procedures have been completed (check of company name availability, company name pre-approval, Insurance awareness and Tax Clearance Certificate of the founders, registration in the Insurance fund of the founders, granting of TIN to the founders if required) and the law requires a company to be established or the parties agree this to be established with the drafting of a notarial deed, the Notary Public who operates as a One Stop Shop, proceeds to the drafting of a notarial deed, the founders or their proxies being present.
The One Stop Shop, after having proceeded to the registration of the company to the GCR, sends electronically or via fax a request for registration of the company to the registries of the competent Chamber. Τhe Chamber sends electronically, the same day or the next working day the latest, in an automated way or by electronic mail, or via fax, to the One Stop Shop an attestation of registration of the company to the relevant Registries.
In the mandatory insurance to Self-employed workers’ Insurance Organization (OAEE) the following are subject: The administrators of PC that were appointed with the Articles of Association or by decision of the partners and the sole partner of the sole proprietorship PC. The rest of the PC partners come OPTIONALLY under the OAEE insurance. The One Stop Shop sends an announcement of the establishment of the PC to the competent, by case, insurance bodies as well as the partners’ and administrator’s details. This in mind, you address to OAEE for further actions.
Documents for the One Stop Shop of the PC
By going to the One Stop Shop:
a) You should know the place the company will be housed. This place will be your registered seat and it will be found in the municipality that will de indicated on the Articles of Association (article 45) and it only suffices to submit a sworn statement regarding the address for the company’s establishment, with the grantor’s authenticated signature.
b) You should acquire tax clearance certificate. Specifically all founders/partners of the PC should have Tax Clearance Certificates. Otherwise you will be notified to do so in a consequent stage by the One Stop Shop, or if you do not do so the company shall not be established.
c) You need to have decided who shall be your representative during the establishment procedures of the company. For the establishment of the private company and its registration to the GCR, the following documents shall be submitted to the One Stop Shop
Α. Regarding the 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 as well as residence permit, if residing within the country. Certified copies of these documents can also be submitted to the One Stop Shop by the founders’ representative.
- Residence permit for the exercise of independent financial activity, in case of 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 private company or as legal representatives in an SA.
- Completed “Application for a Tax Identification Number Change/ Personal details” (form M1) and “Declaration of Taxpayer’s Relations” (form M7) if required, in order for the founders to acquire a Tax Identification Number (TIN) if they do not have one.
Β. Regarding the founders who are resident legal persons:
- An exact copy of the company’s codified Articles of Association.
- In terms of personal companies and limited liability companies, a special authorization is required if their representative for the establishment of the company is different than 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 authorization that bears the authenticated signature of the company’s legal representative suffices, if this option is provided by 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 in the company under establishment.
- In terms of SA 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 Directors decision as to the participation of the SA company in the company under establishment.
C. 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, if the country of origin has not signed the Convention Certification, certified by a consulate.
- Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
- Certified copy of the authorization document which appoints the legal representative in Greece.
- The debtor should complete the “Statement of commencing changing business of non-natural person” (Form M3) and the “Declaration of Taxpayer’s Relations” (form M7) in order to acquire a TIN.
D. Further documents:
- If the establishment procedure is carried out by a representative, an authorization granted by the founders should be submitted bearing their authenticated signatures according to paragraph 1 of article 3 of K1-802/2012.
- The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at the GCR have been paid according to those stated in paragraph 1 of article 13 of K1-802/2012.
- An official statement of article 8 of Greek Law 1599/86 for the registered seat of the company under establishment.
Ε. Forms filled in with the debtor’s responsibility, in order for the company to acquire a Tax Identification Number (TIN) following its establishment.
- “Statement of commencing/changing business of non-natural person” Μ3
- “Statement of Business Activities”Μ6, wherever required
- “Declaration of Taxpayer’s Relations” Μ7
- “Statement of Members of non-natural person” Μ8, wherever required
- “Statement of Capital Accumulation Tax”
The required documents, applications, official statements and further documents shall be signed and submitted to the One Stop Shop by the founders of the company, as determined by the company’s Articles of Association or by their representative, provided they have a written authorization that bears the authenticated signature of the founders. This authorization also allows the submission of complementary information and the provision of clarifications to the One Stop Shop if required. This authorization provides the representative with the power to order the One Stop Shop to search and acquire information and certifications that are necessary for the establishment of the company. The representative signs the applications and official statements required by law and proceeds to making the necessary payments in the name and 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 authorization does not allow for the signing of the establishment deed of the company which shall be signed only by the founders or those having a notarized authorization.
If all founders appear in person at the One Stop Shop, one of them is designated in writing as representative with whom the One Stop Shop shall communicate in case the provided 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 deadline.
Along with the submission of documentation to the One Stop Shop, the Company’s founders or their representative should also provide a bank account in order for the deposited amounts to be refunded in case the company is not finally established.
If the founder, resident or foreign natural person or foreign legal person does not have a Tax Identification Number (TIN), the founder him/herself or their representative complete and sign the following forms:
- If the founder is a natural person, “Application for a Tax Identification Number Change of Personal details” (Form M1) and “Declaration of Taxpayer’s Relations” (Form M7), if required. The One Stop Shop shall then send these forms to the competent IRS via fax or email.
- If the founder is a foreign legal person, the data provided in the “Statement of commencing/changing business of non-natural person” (Form M3) and “Declaration of Taxpayer’s Relations” (Form M7) is registered and sent via email to the Ministry of Economy and Finance.
The applicants are liable for providing true data and completing accurately the forms. The original forms are filed in the company files and originals or their copies may be sent to the competent IRS upon request.
Registration to GCR – Company TIN
The One Stop Shop, registers electronically in an automated manner the company’s information, as well as its Articles of Association in the GCR database, which provides the GCR number and returns both this number as well as the Registration Code electronically, in an automated manner. The above mentioned registration is announced electronically to the competent GCR service, by announcement drafted by the One Stop Shop.
After proceeding to the company’s registration to the GCR, the One Stop Shop transfers electronically to the Ministry of Finance the information of paragraph 1 of article 8 of L. 3853/2010 (90 Α΄)
- The GCR code and the Registration Code
- The payment receipt of the capital accumulation tax
- The information defining the registered seat and the rest of the company’s facilities (sworn statement for the company’s address) and
- The relevant forms that have been submitted by the applicant to the One Stop Shop for the acquisition of TIN, as well as the information of the “Statement of commencing/changing business of non-natural person” (Form Μ3), the “Declaration of Taxpayer’s Relations” (Form Μ7), the “Statement of Members of non-natural person” (Form Μ8), where required, and the “Statement of Business Activities” (Form Μ6), where required, for the acquisition of TIN by the established company. The TIN is provided immediately by the Ministry of Finance and is sent electronically to the One Stop Shop. The statements remain and are kept in the company’s file in the competent GCR service and may be transferred as originals or copies to the competent IRS upon request.
Since the One Stop Shop is a notary public or a GCR service other than the one that is competent for keeping the Registry of the company under establishment, it drafts an announcement for the PC establishment and sends it electronically via email or fax to the competent Service for keeping the Registry.