Company in Greece: Key Issues, Registration and Business Operations

Greece offers a structured and EU-compliant legal framework for foreign investors establishing a business presence. The two most common vehicles are the private limited liability company (Εταιρεία Περιορισμένης Ευθύνης, EPE) and the société anonyme (Ανώνυμη Εταιρεία, AE), each carrying distinct governance, capital and reporting obligations. International entrepreneurs who underestimate the procedural depth of Greek company law frequently encounter delays, tax complications and regulatory exposure that could have been avoided with proper structuring from the outset. This article walks through entity selection, registration mechanics, corporate governance, operational compliance and the most common pitfalls facing foreign-owned businesses in Greece.

The choice of entity is the single most consequential decision at the formation stage, because it determines capital requirements, governance structure, liability exposure and tax treatment for the life of the business.

The EPE is the preferred vehicle for small and medium-sized foreign-owned operations. It requires a minimum share capital of €4,500, which must be fully paid up at incorporation. Liability of members is limited to their contributions, and the company is managed by one or more managers (διαχειριστές) appointed in the articles of association. The EPE is governed primarily by Law 3190/1955, as repeatedly amended, and more recently integrated into the broader corporate modernisation framework introduced by Law 4548/2018 for AE entities and subsequent harmonising legislation.

The AE is the Greek equivalent of a joint-stock company and is mandatory for certain regulated sectors, including banking, insurance and publicly listed businesses. It requires a minimum share capital of €25,000, fully paid up, and must maintain a board of directors of at least three members. The AE is subject to more rigorous disclosure and audit requirements under Law 4548/2018, which comprehensively reformed Greek corporate law to align with EU Directive 2017/1132.

The Individual Enterprise (Ατομική Επιχείρηση) and the General Partnership (Ομόρρυθμη Εταιρεία, OE) remain available but carry unlimited personal liability and are rarely appropriate for international investors. The Limited Partnership (Ετερόρρυθμη Εταιρεία, EE) offers partial liability protection but lacks the structural clarity of the EPE or AE.

A branch of a foreign company (Υποκατάστημα) is an alternative that avoids creating a separate Greek legal entity. The parent company remains fully liable for branch obligations. Branches must register with the General Commercial Registry (Γενικό Εμπορικό Μητρώο, GEMI) and comply with Greek accounting and tax rules. In practice, branches are used when the foreign parent wishes to maintain direct operational control and does not anticipate significant Greek-sourced liability.

The practical choice for most international investors is the EPE for operational flexibility at lower capital cost, or the AE when external investment, regulated activity or public credibility is required. A non-obvious risk is that selecting the AE without genuine operational need creates a disproportionate governance and audit burden that consumes management resources and increases professional fees annually.

Greek company registration has been substantially digitalised through the GEMI platform, but the process still involves multiple parallel steps that must be coordinated carefully to avoid delays.

The first step is reserving the company name through GEMI. Name availability can be checked online, and reservation is typically confirmed within one to three business days. The name must be in Greek characters or a transliteration, and it must not conflict with existing registered names or protected trademarks.

The articles of association (Καταστατικό) must be drafted and notarised. For an EPE, notarisation is mandatory under Article 11 of Law 3190/1955. For an AE, the articles must also be notarised and then published in the Government Gazette (Εφημερίς της Κυβερνήσεως). The notarial deed must include the company name, registered office address in Greece, objects clause, share capital amount, names and details of founders, and governance provisions. Errors or ambiguities in the articles at this stage create amendment costs and delays later.

Following notarisation, the company must be registered with GEMI. Since the reform introduced by Law 4635/2019, GEMI serves as the single point of registration for most company types, replacing the former multi-authority process. Registration through GEMI triggers automatic notification to the tax authority (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, AADE) and the social insurance fund (Ενιαίος Φορέας Κοινωνικής Ασφάλισης, EFKA).

The company receives a Tax Identification Number (Αριθμός Φορολογικού Μητρώου, AFM) from AADE. This number is required for all commercial and tax transactions. Foreign shareholders and directors must also obtain individual AFM numbers before or simultaneously with company registration, which requires a visit to a local tax office or appointment through the AADE digital portal.

The total registration timeline for a straightforward EPE with no foreign corporate shareholders is typically 10 to 20 business days from initial name reservation to receipt of the GEMI registration certificate. The presence of foreign corporate shareholders extends this timeline because notarised and apostilled corporate documents from the foreign jurisdiction must be translated into Greek by a certified translator and submitted as part of the registration file.

Share capital for an EPE must be deposited into a Greek bank account opened in the company's name before or immediately after registration. Opening a corporate bank account in Greece as a foreign-owned entity has become more demanding in terms of due diligence documentation. Banks typically require certified copies of constitutional documents, proof of beneficial ownership, source of funds declarations and, in some cases, business plans. Allowing four to eight weeks for bank account opening is prudent.

To receive a checklist of required documents for EPE or AE registration in Greece, send a request to info@vlolawfirm.com.

Once registered, a Greek company must comply with ongoing governance obligations that differ meaningfully between the EPE and AE structures.

For the EPE, the general meeting of members (Γενική Συνέλευση) is the supreme decision-making body. Ordinary decisions require a majority of members representing more than half of the total share capital, unless the articles specify a higher threshold. Decisions on amendment of the articles, increase or reduction of capital, and dissolution require a qualified majority of members representing at least three-quarters of the share capital, as provided under Article 38 of Law 3190/1955. Annual general meetings must be held within six months of the end of each financial year.

For the AE, governance is more structured. The board of directors holds executive authority and must meet at least once per quarter. Board decisions require a quorum of at least half the directors and a simple majority of those present, unless the articles require more. The annual general meeting of shareholders must be convened within six months of the financial year end, and the agenda must include approval of financial statements, appropriation of profits and discharge of the board.

A common mistake made by foreign investors is treating the Greek company as an administrative formality and failing to hold properly documented general meetings. Greek law requires minutes of all general meetings to be recorded in the company's minute book and, for AE entities, filed with GEMI. Failure to maintain proper corporate records creates vulnerability in disputes with minority shareholders, creditors or tax authorities.

Minority shareholder protection in Greece has been strengthened under Law 4548/2018. Shareholders holding at least five percent of an AE's share capital may request the convening of an extraordinary general meeting. Shareholders holding at least twenty percent may request a court-ordered audit of the company's management under Article 109 of Law 4548/2018. These provisions are frequently invoked in disputes between foreign majority shareholders and local minority partners.

Directors of a Greek AE owe fiduciary duties to the company under Articles 96 to 100 of Law 4548/2018. These duties include loyalty, care and the obligation to avoid conflicts of interest. Directors who breach these duties may face personal liability to the company and, in cases of tax or social insurance defaults, joint and several liability to public authorities under Article 50 of the Tax Procedure Code (Κώδικας Φορολογικής Διαδικασίας, Law 4174/2013).

The EPE manager carries analogous responsibilities under Law 3190/1955. A non-obvious risk for foreign investors is appointing a local nominee manager without adequate contractual controls. In practice, the manager has broad authority to bind the company in day-to-day transactions, and disputes over manager conduct are among the most common sources of corporate litigation in Greece.

Greece operates a territorial corporate income tax system with a standard rate of twenty-two percent on net profits, applicable to both EPE and AE entities. Dividends distributed to shareholders are subject to a withholding tax of five percent under Article 64 of the Income Tax Code (Κώδικας Φορολογίας Εισοδήματος, Law 4172/2013). Greece's network of double taxation treaties may reduce or eliminate this withholding for qualifying foreign shareholders, but treaty benefits must be actively claimed with supporting documentation.

Value Added Tax (Φόρος Προστιθέμενης Αξίας, ΦΠΑ) is administered under Law 2859/2000. The standard rate is twenty-four percent, with reduced rates of thirteen percent and six percent applying to specified categories of goods and services. Companies with taxable turnover above the registration threshold must register for VAT with AADE and file periodic returns, typically monthly or quarterly depending on turnover and activity type.

Greek companies are required to maintain accounting records in accordance with the Greek Accounting Standards (Ελληνικά Λογιστικά Πρότυπα, ELP) introduced by Law 4308/2014. The ELP framework distinguishes between simplified and full bookkeeping obligations based on company size and turnover. AE entities and larger EPE companies are required to prepare full financial statements including a balance sheet, income statement and notes, and to have these audited by a certified auditor (Ορκωτός Ελεγκτής Λογιστής) registered with the Institute of Certified Public Accountants of Greece (Σώμα Ορκωτών Ελεγκτών Λογιστών, SOEL).

Annual financial statements must be filed with GEMI within four months of the financial year end for EPE entities and within six months for AE entities. Late filing attracts administrative penalties and may trigger GEMI suspension proceedings, which can affect the company's ability to issue certificates of good standing required for commercial transactions.

Payroll obligations are significant. Employers must register employees with EFKA before commencement of employment. Employer social insurance contributions amount to approximately twenty-two percent of gross salary, and employee contributions amount to approximately fourteen percent. Monthly payroll declarations and contributions must be submitted through the EFKA digital platform. Failure to pay social insurance contributions on time results in surcharges and, critically, creates personal liability for directors and managers under Article 31 of Law 4321/2015.

Transfer pricing rules apply to transactions between related parties under Article 50 of Law 4172/2013. Greek companies that engage in intra-group transactions above specified thresholds must maintain a transfer pricing file and submit a summary table to AADE annually. The Greek tax authority has increased its focus on transfer pricing audits of foreign-owned subsidiaries, particularly in sectors such as distribution, services and intellectual property licensing.

To receive a checklist of annual compliance obligations for a foreign-owned company in Greece, send a request to info@vlolawfirm.com.

Understanding how the legal framework applies in concrete situations helps international investors calibrate their risk and resource allocation.

Scenario one: a European holding company establishing a Greek distribution subsidiary. A Dutch holding company incorporates an EPE in Greece to distribute imported goods. The EPE has a single Greek-resident manager and two Dutch corporate shareholders. The primary legal issues are: correct apostilling and translation of Dutch corporate documents for GEMI registration; obtaining individual AFM numbers for the Dutch corporate shareholders; structuring the management agreement to limit the manager's authority to day-to-day operations; and establishing a transfer pricing policy for the supply agreement between the Dutch parent and the Greek EPE. A common mistake is failing to document the transfer pricing basis from the outset, which creates exposure in the event of a tax audit three or four years later when contemporaneous evidence is harder to reconstruct.

Scenario two: a non-EU investor acquiring a minority stake in an existing Greek AE. A Singapore-based investor acquires a twenty-five percent stake in a Greek AE operating in the hospitality sector. The investor's concerns include: verifying that the AE's GEMI filings are current and that all general meeting minutes have been properly recorded; reviewing the articles of association for any pre-emption rights or transfer restrictions; assessing the AE's tax compliance history, including any open audits or pending assessments; and negotiating a shareholders' agreement that provides minority protection beyond the statutory minimum. Greek law does not require shareholders' agreements to be filed publicly, so they can include commercially sensitive provisions. However, provisions that conflict with the articles of association are unenforceable against third parties, so alignment between the two documents is essential.

Scenario three: a foreign entrepreneur operating a Greek EPE that has accumulated losses. A British entrepreneur has operated a Greek EPE for three years. The company has accumulated losses that have reduced net assets below half of the share capital. Under Article 44 of Law 3190/1955, the manager is obliged to convene a general meeting of members within six months of the end of the financial year in which the loss threshold was crossed, to decide on remedial measures. Failure to convene this meeting exposes the manager to personal liability. The remedial options include capital increase, reduction of share capital to absorb losses, or dissolution. Many foreign managers are unaware of this obligation until a creditor or auditor raises it, by which point the six-month deadline may have already passed.

In practice, it is important to consider that Greek courts have consistently held that the obligation to convene a meeting in loss situations is non-delegable and cannot be waived by the articles of association. The risk of inaction is not merely administrative: creditors who suffer loss as a result of the company continuing to trade in an insolvent condition may pursue the manager personally.

Commercial disputes involving Greek companies are resolved through the Greek civil courts or, where the parties have agreed, through arbitration. The Greek Code of Civil Procedure (Κώδικας Πολιτικής Δικονομίας, Law 4335/2015 as amended) governs court proceedings. Commercial disputes of significant value are typically heard by the Multi-Member Court of First Instance (Πολυμελές Πρωτοδικείο), with appeals to the Court of Appeal (Εφετείο) and further recourse to the Court of Cassation (Άρειος Πάγος).

Greek court proceedings at first instance in commercial matters typically take between two and four years to reach a final judgment, depending on the complexity of the case and the court's caseload. This timeline makes interim relief measures particularly important. The Greek courts have jurisdiction to grant interim injunctions (Ασφαλιστικά Μέτρα) on an expedited basis, often within days of application, to preserve assets or prevent specific acts pending the main proceedings.

International arbitration is available and enforceable in Greece. Greece is a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and foreign awards are enforced through the Greek courts under the Convention's framework. Greek courts have generally been receptive to enforcement applications, provided the formal requirements of the Convention are met.

For disputes between shareholders of a Greek company, the articles of association may include an arbitration clause. However, certain matters - including the validity of general meeting resolutions - are considered non-arbitrable under Greek law and must be brought before the civil courts. A non-obvious risk for foreign investors is drafting a broad arbitration clause that inadvertently covers matters the Greek courts will not recognise as arbitrable, creating procedural uncertainty when a dispute arises.

The loss caused by an incorrect dispute resolution strategy can be substantial. Pursuing arbitration for a matter that Greek courts consider non-arbitrable wastes time and costs, while the underlying corporate act - such as an invalid board resolution - remains in force and continues to cause harm.

We can help build a strategy for dispute resolution or shareholder protection in Greece. Contact info@vlolawfirm.com.

What are the main risks for a foreign director of a Greek company?

A foreign director of a Greek AE or manager of an EPE faces personal liability exposure in several specific situations. Under Article 50 of the Tax Procedure Code, directors are jointly and severally liable for unpaid corporate tax and VAT if the company cannot satisfy these obligations from its own assets. Similar personal liability applies to unpaid social insurance contributions under Law 4321/2015. Directors who allow the company to continue trading when net assets have fallen below the statutory threshold without convening the required general meeting also face civil liability to creditors. Foreign directors who are not resident in Greece often underestimate these risks because they assume that limited liability insulates them entirely from the company's obligations.

How long does it take and what does it cost to set up a company in Greece?

A straightforward EPE with individual founders and no complex foreign ownership structure can be registered within 10 to 20 business days from name reservation to GEMI certificate. Adding foreign corporate shareholders typically extends this to 30 to 45 business days, primarily due to the time needed to obtain, apostille and translate foreign corporate documents. Legal and notarial fees for a standard EPE formation start from the low thousands of euros, depending on the complexity of the articles and the number of shareholders. Bank account opening adds a further four to eight weeks in practice. The total out-of-pocket cost for a properly structured EPE, including legal fees, notarial costs, GEMI registration fees and initial accounting setup, is typically in the range of several thousand euros.

When should a foreign investor use a branch rather than a subsidiary in Greece?

A branch is appropriate when the foreign parent wishes to maintain direct operational control, does not anticipate significant Greek-sourced liability, and intends to consolidate Greek operations within the parent's accounts. A branch does not create a separate legal entity, so the parent is fully liable for all branch obligations. A subsidiary (EPE or AE) is preferable when liability isolation is a priority, when the Greek operation will have external investors or creditors, or when the business plan involves eventual sale of the Greek entity as a standalone asset. From a tax perspective, both structures are subject to Greek corporate income tax on Greek-sourced profits, so the tax differential is generally not the deciding factor. The choice should be driven primarily by liability, governance and exit considerations.

Greece provides a well-defined EU-aligned legal framework for foreign business investment, but the practical complexity of registration, governance and compliance is consistently underestimated by international investors. Entity selection, correct documentation of corporate decisions, timely tax and social insurance compliance, and awareness of personal liability triggers for directors are the four areas that most frequently generate avoidable problems. Addressing these issues at the formation stage and maintaining disciplined ongoing compliance significantly reduces legal and financial exposure over the life of the business.

To receive a checklist of key legal and compliance steps for operating a company in Greece, send a request to info@vlolawfirm.com.

Our law firm VLO Law Firm has experience supporting clients in Greece on corporate formation, governance and compliance matters. We can assist with entity selection, registration coordination, articles of association drafting, shareholder agreement structuring, and ongoing corporate secretarial and compliance support. To receive a consultation, contact: info@vlolawfirm.com.