Counterparty Due Diligence in Greece: Company Records, Litigation, Bankruptcy, Owners

Counterparty due diligence in Greece is a structured legal process covering company registry records, court litigation searches, insolvency proceedings and beneficial ownership disclosure. Skipping or shortcutting this process exposes international businesses to contract fraud, undisclosed liabilities and enforcement failures. This article explains how to conduct a complete Greek counterparty check, which sources are authoritative, what the law requires, and where the practical traps lie.

Greece operates a civil law system rooted in the Greek Civil Code (Αστικός Κώδικας) and the Companies Act (Νόμος 4548/2018 for sociétés anonymes and Νόμος 4072/2012 for private companies). The country's legal infrastructure for corporate transparency has modernised significantly since the introduction of the General Commercial Registry (Γενικό Εμπορικό Μητρώο, GEMI) in 2011, but the registry's data quality and the practical accessibility of court records remain uneven.

International buyers, lenders and joint-venture partners frequently underestimate the gap between what Greek law formally requires companies to disclose and what is actually filed on time and in full. A company may be registered and appear active in GEMI while simultaneously carrying undisclosed litigation, tax debts or a pending insolvency petition. The risk is not theoretical: Greek courts regularly encounter disputes where one party entered a contract without knowing the counterparty was already insolvent or subject to enforcement proceedings.

A structured due diligence process in Greece typically covers four layers: corporate status and governance, financial and tax standing, litigation and enforcement exposure, and beneficial ownership. Each layer requires different sources, different legal authority and different timelines. Combining all four into a coherent picture is the core task of legal due diligence before any material transaction.

The business stakes are concrete. A supply contract with a Greek distributor carrying undisclosed debts may result in the distributor's insolvency administrator clawing back advance payments made by the foreign buyer. A real estate transaction with a company whose directors lack authority to sign may be void. A loan to a Greek borrower whose shares are pledged to a bank creates a priority dispute the lender did not anticipate.

The General Commercial Registry (GEMI) is the primary public source for Greek company data. Under Law 4635/2019 and its implementing regulations, all Greek companies - sociétés anonymes (Ανώνυμη Εταιρεία, AE), private companies (Ιδιωτική Κεφαλαιουχική Εταιρεία, IKE), general and limited partnerships - must register and publish key corporate acts through GEMI. The registry is accessible online and provides free basic information, including registration number, legal form, registered address, share capital and status.

What GEMI discloses at no cost:

• Registration date and legal form
• Registered office address
• Share capital and its paid-up status
• Names of board members and statutory auditors
• Status flags including dissolution, liquidation or merger

What requires a formal extract or certified copy:

• Full articles of association (καταστατικό) with all amendments
• Board resolutions authorising specific transactions
• Shareholder register for AE companies (partially)
• Pledges over shares or assets registered with GEMI

A common mistake made by international clients is relying on a GEMI printout without verifying the articles of association in full. The printout confirms a company exists; it does not confirm that the person signing a contract has authority to bind the company. Under Article 22 of Law 4548/2018, the board of directors of an AE may delegate signing authority, but that delegation must appear in a registered board resolution. If the resolution is not filed or is filed late, a counterparty relying on it in good faith may still face a validity challenge.

In practice, it is important to consider that GEMI filing deadlines are frequently missed by Greek companies, particularly smaller ones. A resolution passed in January may not appear in GEMI until March or April. Requesting a certified copy of the resolution directly from the company and cross-referencing it with the GEMI filing date is standard practice for material transactions.

For IKE companies governed by Law 4072/2012, the shareholder register is maintained by the company itself and is not publicly accessible through GEMI. Obtaining it requires a formal request to the company or, in contentious situations, a court order. This creates a significant blind spot for buyers who assume Greek company ownership is always publicly visible.

To receive a checklist for corporate records verification in Greece, send a request to info@vlolawfirm.com

Greek litigation searches are more complex than registry checks because Greece does not operate a single centralised public database of pending civil or commercial cases. Court records are maintained at the level of individual courts - First Instance Courts (Πρωτοδικεία), Courts of Appeal (Εφετεία) and the Supreme Civil and Criminal Court (Άρειος Πάγος) - and access to case information varies by court and by the status of the requesting party.

A practical litigation search in Greece involves several parallel steps:

• Searching the GEMI registry for published enforcement notices and injunctions
• Requesting a certificate from the relevant First Instance Court confirming the absence of pending proceedings against the company
• Checking the Land Registry (Κτηματολόγιο) or Mortgage Registry (Υποθηκοφυλακείο) for encumbrances, seizures and pre-notations (προσημειώσεις) over real property
• Reviewing published court decisions through the National Database of Court Decisions (ΝΟΜΟΣ or ΙΣΟΚΡΑΤΗΣ databases used by practitioners)

Pre-notation (προσημείωση υποθήκης) is a provisional security measure under Articles 706-719 of the Greek Code of Civil Procedure (Κώδικας Πολιτικής Δικονομίας). A creditor who obtains a pre-notation over a debtor's property has priority over subsequent encumbrances. Checking the property registry for pre-notations is therefore essential when the counterparty owns real assets in Greece.

Enforcement proceedings in Greece are initiated through the issuance of an enforcement order (εκτελεστός τίτλος) and are recorded in part through GEMI notices and property registry entries. However, enforcement against movable assets - bank accounts, receivables, equipment - leaves fewer public traces. A creditor seizing a bank account does so through a court bailiff (δικαστικός επιμελητής) and the seizure is notified to the debtor's bank, but it is not automatically published in a searchable registry.

A non-obvious risk is that a Greek company may be subject to multiple enforcement actions by different creditors simultaneously, with none of those actions appearing in GEMI. The only reliable way to detect this is to obtain a certificate from the court bailiff's association (Σύλλογος Δικαστικών Επιμελητών) for the relevant district, or to request a formal declaration from the counterparty supported by a director's sworn statement.

Many underappreciate the role of tax enforcement in Greece. The Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, AADE) has broad powers to seize assets and impose tax liens without court proceedings under Law 4174/2013 (Tax Procedures Code). A tax lien (φορολογική κατάσχεση) can attach to bank accounts and receivables within days of a tax assessment becoming final. Requesting a tax clearance certificate (αποδεικτικό φορολογικής ενημερότητας) from the counterparty is a minimum step, but the certificate reflects the position at the date of issue only and expires within a short period.

Greek insolvency law was substantially reformed by Law 4738/2020 (Πτωχευτικός Κώδικας, the Bankruptcy Code), which replaced the previous framework and introduced new restructuring tools alongside traditional bankruptcy proceedings. Understanding the current framework is essential for any counterparty check.

The main insolvency procedures under Law 4738/2020 are:

• Bankruptcy (πτώχευση) - collective enforcement procedure leading to liquidation or reorganisation
• Pre-bankruptcy agreement (συμφωνία εξυγίανσης) - a court-confirmed restructuring agreement between the debtor and a qualified majority of creditors
• Out-of-court workout (εξωδικαστικός μηχανισμός ρύθμισης οφειλών) - an administrative process for SMEs to restructure debts with banks and the state

Bankruptcy petitions are filed with the Multi-Member First Instance Court (Πολυμελές Πρωτοδικείο) of the debtor's registered seat. Once a petition is filed, it is published in GEMI and in the Insolvency Registry (Ηλεκτρονικό Μητρώο Φερεγγυότητας), which is a publicly accessible online database introduced by Law 4738/2020. The Insolvency Registry is the first place to check for any Greek company before signing a material contract.

The Insolvency Registry records:

• Filed bankruptcy petitions
• Declared bankruptcies and the identity of the appointed insolvency administrator (σύνδικος)
• Confirmed pre-bankruptcy agreements
• Moratorium orders protecting the debtor from enforcement during restructuring

A critical practical point: the pre-bankruptcy agreement procedure (εξυγίανση) allows a debtor company to continue operating and entering into contracts even while restructuring proceedings are active. A foreign counterparty may sign a supply or service contract with a Greek company that is simultaneously negotiating a restructuring agreement with its creditors. Under Article 31 of Law 4738/2020, contracts entered into during the restructuring period may be subject to challenge if they are found to have been made at undervalue or to have preferred certain creditors.

The risk of inaction is concrete. If a foreign buyer pays an advance to a Greek supplier and the supplier enters bankruptcy within 90 days, the insolvency administrator may challenge the payment as a preferential transaction under Article 116 of Law 4738/2020. The challenge period for certain transactions extends to two years before the bankruptcy declaration. Checking the Insolvency Registry before payment - and repeating the check at each material payment milestone - is a basic protective measure.

A common mistake is treating a GEMI 'active' status as confirmation of solvency. GEMI status reflects registration, not financial health. A company can be 'active' in GEMI while a bankruptcy petition has been filed and is pending adjudication. The Insolvency Registry and the relevant court's case list must be checked separately.

To receive a checklist for insolvency and bankruptcy verification in Greece, send a request to info@vlolawfirm.com

Greece implemented the EU's Fourth and Fifth Anti-Money Laundering Directives through Law 4557/2018 and its subsequent amendments. The law requires all Greek legal entities to identify and register their ultimate beneficial owners (UBOs) in the Central Beneficial Ownership Registry (Κεντρικό Μητρώο Πραγματικών Δικαιούχων), maintained by the Ministry of Finance and accessible through the GEMI platform.

Under Article 20 of Law 4557/2018, a beneficial owner is any natural person who ultimately owns or controls more than 25% of the shares or voting rights of a legal entity, or who exercises control through other means. Where no natural person meets this threshold, the senior managing official is recorded as the beneficial owner by default.

Access to the UBO registry in Greece is partially restricted following the Court of Justice of the European Union's ruling in joined cases C-37/20 and C-601/20 (Sovim), which held that unrestricted public access to UBO registries violates fundamental rights. Greece, like other EU member states, now requires a demonstrated legitimate interest for access to UBO data beyond basic name and nationality. Obliged entities under AML law - banks, lawyers, notaries, accountants - retain full access. Other parties must demonstrate a specific legitimate interest, which in practice means submitting a formal request with supporting documentation.

For international businesses conducting due diligence, this creates a practical challenge. Direct online access to the full UBO record is not available to all parties. The standard approach is to request UBO disclosure directly from the counterparty as a contractual condition, and to verify the disclosed information through the registry with the assistance of a Greek lawyer who qualifies as an obliged entity.

Several practical scenarios illustrate the stakes:

• A European private equity fund acquiring a minority stake in a Greek technology company discovers through UBO verification that the majority shareholder is a foreign holding company whose own UBO is undisclosed. The fund's AML compliance obligations require it to resolve the chain before closing.
• A German manufacturer entering a distribution agreement with a Greek trading company requests UBO disclosure and finds that the disclosed beneficial owner is also a director of a competing distributor, creating a conflict of interest not visible from GEMI alone.
• A UK lender extending a working capital facility to a Greek SME requires UBO certification as a condition precedent. The Greek borrower's UBO registry entry has not been updated to reflect a recent share transfer, creating a discrepancy that delays closing by several weeks.

In practice, it is important to consider that UBO registry entries in Greece are not always current. Companies are required to update their UBO registration within 60 days of any change in ownership or control under Article 20(4) of Law 4557/2018. Non-compliance is subject to administrative fines, but enforcement has been uneven. A registry entry showing a particular UBO does not guarantee that person is still the actual controller at the time of the transaction.

We can help build a strategy for UBO verification and counterparty risk assessment in Greece. Contact info@vlolawfirm.com

The appropriate scope and depth of due diligence in Greece depends on the nature of the transaction, the amount at stake and the time available. Three scenarios illustrate how the analysis shifts.

Scenario one: trade credit to a Greek buyer

A Spanish exporter is considering extending 90-day payment terms to a new Greek customer. The amount at risk is moderate - low to mid six figures in euros. The exporter's primary concern is whether the Greek buyer can pay and whether there are existing creditors with priority claims. The minimum viable check covers GEMI status, the Insolvency Registry, a tax clearance certificate and a credit reference from a Greek bank or commercial credit agency. The check can be completed in three to five business days. Legal fees for a focused review at this level typically start from the low thousands of euros.

Scenario two: joint venture or equity investment

A US technology company is negotiating a joint venture with a Greek software firm. The transaction involves a capital contribution and a long-term commercial agreement. The due diligence scope expands to cover full corporate records including all amendments to the articles of association, board resolutions, shareholder agreements and any existing pledges over shares. Litigation searches at the relevant First Instance Court are required. The Insolvency Registry check is supplemented by a review of the company's published financial statements filed with GEMI. UBO verification is conducted through the Central Beneficial Ownership Registry with the assistance of local counsel. This level of review typically takes two to four weeks and legal fees start from the mid thousands of euros, depending on complexity.

Scenario three: acquisition of a Greek company with real property

A real estate investment fund is acquiring a Greek company that owns commercial property. In addition to the corporate and insolvency checks, the due diligence must cover the Land Registry (Κτηματολόγιο) for title verification, encumbrances, pre-notations and any pending expropriation proceedings. Environmental permits and building licences must be verified with the relevant municipality and the Central Electronic Registry of Building Permits (e-Άδειες). Tax liabilities of the target company must be assessed through a formal tax audit request to AADE. This is the most complex scenario and typically requires a team covering corporate law, real estate law and tax law. Timelines extend to four to eight weeks and costs scale accordingly.

The strategic choice between conducting due diligence in-house versus engaging local Greek counsel is not purely a cost question. Greek court records, notarial archives and certain registry requests require physical presence or formal authorisation. A foreign lawyer or compliance officer cannot independently access all relevant sources. Engaging a Greek lawyer who qualifies as an obliged entity under AML law provides access to the UBO registry and the professional standing to obtain certified court certificates.

A loss caused by an incorrect strategy is most visible in the acquisition context. Buyers who rely on GEMI printouts and skip court and insolvency searches have subsequently discovered that the target company was subject to a confirmed pre-bankruptcy agreement that restructured its debts but left contingent liabilities intact. Those liabilities transferred with the shares.

What is the most significant practical risk when verifying a Greek counterparty?

The most significant risk is the gap between formal registration status and actual financial and legal exposure. A Greek company can appear fully active and compliant in GEMI while simultaneously carrying undisclosed tax debts, pending enforcement actions or a filed bankruptcy petition. The Insolvency Registry and the tax clearance certificate address part of this gap, but enforcement actions against movable assets leave minimal public traces. The only reliable mitigation is a multi-source check combining registry data, court certificates, property registry searches and direct disclosure from the counterparty supported by contractual warranties.

How long does a full counterparty due diligence process take in Greece, and what does it cost?

A focused check covering GEMI, the Insolvency Registry and a tax clearance certificate can be completed in three to five business days. A full due diligence covering corporate records, litigation, insolvency, UBO and property typically takes two to four weeks, depending on the responsiveness of registries and courts. Costs depend on scope: a basic check starts from the low thousands of euros in legal fees, while a full acquisition-level review involving multiple registries and court searches starts from the mid thousands and scales with complexity. State fees for certified extracts and court certificates are modest individually but accumulate across multiple sources.

When should a buyer replace standard due diligence with a deeper investigation?

Standard due diligence covers publicly accessible sources and direct disclosure from the counterparty. A deeper investigation - involving forensic review of financial records, interviews with former employees or suppliers, or court-ordered disclosure - becomes appropriate when standard checks reveal inconsistencies, when the counterparty is reluctant to provide documentation, or when the transaction value is high relative to the counterparty's apparent financial substance. In Greece specifically, deeper investigation is warranted when the UBO chain involves multiple layers of foreign holding companies, when the company's GEMI filings show significant gaps or late submissions, or when the property registry reveals encumbrances that the counterparty has not disclosed voluntarily.

Counterparty due diligence in Greece requires checking four distinct layers - corporate records, litigation and enforcement, insolvency status and beneficial ownership - across sources that are not integrated into a single platform. Each layer carries its own legal framework, access rules and practical limitations. The risk of relying on incomplete checks is concrete and can materialise quickly, particularly in insolvency scenarios where challenge periods reach back two years. A structured, multi-source approach conducted with the support of qualified local counsel is the only reliable way to assess a Greek counterparty before a material transaction.

To receive a checklist for full counterparty due diligence in Greece, send a request to info@vlolawfirm.com

Our law firm VLO Law Firm has experience supporting clients in Greece on corporate compliance, counterparty verification and pre-transaction due diligence matters. We can assist with GEMI and Insolvency Registry searches, UBO verification, litigation and enforcement checks, and structuring contractual protections based on due diligence findings. To receive a consultation, contact: info@vlolawfirm.com