Mergers & Acquisitions (M&A) in Greece

Greece has become an increasingly active M&A market, driven by privatisation programmes, distressed asset opportunities, and growing foreign direct investment across energy, real estate, tourism, and technology sectors. For international buyers and sellers, the legal framework is largely harmonised with EU directives but contains specific procedural requirements, regulatory thresholds, and cultural dynamics that differ materially from other European jurisdictions. Navigating a Greek M&A transaction without local legal expertise routinely results in delayed closings, missed regulatory filings, and post-acquisition disputes over undisclosed liabilities. This article provides a structured analysis of the legal tools, deal mechanics, regulatory landscape, and practical risks that define M&A in Greece today.

Greek M&A activity is governed primarily by Law 4548/2018 on Sociétés Anonymes (Ανώνυμες Εταιρείες, or AE), which replaced the earlier Law 2190/1920 and modernised the rules on mergers, demergers, share transfers, and corporate governance. For limited liability companies (Εταιρεία Περιορισμένης Ευθύνης, or EPE), Law 3190/1955 applies, though EPE structures are less common in larger transactions. Private companies (Ιδιωτική Κεφαλαιουχική Εταιρεία, or IKE) governed by Law 4072/2012 have grown in popularity for mid-market deals due to their flexible capital structure.

The Hellenic Competition Commission (Επιτροπή Ανταγωνισμού), established under Law 3959/2011, reviews concentrations that meet domestic thresholds. Transactions with an EU-wide dimension fall under the jurisdiction of the European Commission under EU Merger Regulation 139/2004. Greek law requires notification to the Hellenic Competition Commission when the combined Greek turnover of the parties exceeds EUR 15 million and each of at least two parties has Greek turnover above EUR 1 million. Failure to notify a notifiable transaction renders the transaction void and exposes the parties to administrative fines.

For transactions involving regulated sectors - banking, insurance, energy, media, and telecommunications - additional sector-specific approvals are required. The Bank of Greece supervises acquisitions of qualifying holdings in credit institutions under Law 4261/2014. The Hellenic Energy Regulatory Authority (RAE) reviews acquisitions in the energy sector. Media ownership is subject to Law 4339/2015, which imposes strict limits on cross-media concentration.

The General Commercial Registry (Γενικό Εμπορικό Μητρώο, or GEMI) is the central electronic registry for corporate filings. Mergers, demergers, and significant corporate changes must be registered with GEMI, and many filings are now completed electronically through the GEMI portal, reducing processing times compared to the pre-2012 paper-based system.

Greek M&A transactions are structured primarily as share deals, asset deals, or statutory mergers. Each structure carries distinct legal, tax, and procedural implications that must be evaluated against the specific transaction objectives.

A share deal (μεταβίβαση μετοχών) involves the acquisition of shares in the target company. The buyer acquires the legal entity together with all its assets, liabilities, contracts, and contingent risks. Share deals are common in Greece because they preserve existing licences, permits, and contractual relationships, which can be difficult or time-consuming to transfer separately. Under Law 4548/2018, the transfer of registered shares in an AE requires a written agreement and registration in the company's shareholder register. For listed companies, transfers are executed through the Athens Stock Exchange (Χρηματιστήριο Αθηνών) settlement system.

An asset deal (μεταβίβαση περιουσιακών στοιχείων) involves the acquisition of specific assets and liabilities rather than the corporate entity. Asset deals are preferred when the buyer wants to ring-fence historical liabilities or acquire only selected business lines. However, asset deals in Greece trigger transfer taxes, VAT considerations, and the need to obtain third-party consents for the assignment of contracts and licences. The transfer of real property within an asset deal requires a notarial deed and registration with the Land Registry (Κτηματολόγιο), adding cost and time.

A statutory merger (συγχώνευση) under Law 4548/2018 involves the absorption of one company by another or the formation of a new company from two or more merging entities. Statutory mergers require board resolutions, shareholder approval by a supermajority (typically two-thirds of the represented capital), creditor notification, and GEMI registration. The process typically takes three to six months from initiation to completion. A non-obvious risk is that creditors have the right to object to a merger within 30 days of the relevant publication, potentially delaying the transaction.

A joint venture (κοινοπραξία or joint venture εταιρεία) is used when parties seek ongoing collaboration rather than full acquisition. Greek law does not have a single dedicated joint venture statute; parties typically use an IKE or AE structure combined with a detailed shareholders' agreement. The shareholders' agreement governs governance, exit mechanisms, deadlock resolution, and transfer restrictions. Many underappreciate that Greek courts will scrutinise shareholders' agreements for compliance with mandatory corporate law provisions, and clauses that conflict with Law 4548/2018 or Law 4072/2012 may be unenforceable.

Due diligence (νομική δέουσα επιμέλεια) is the foundation of any Greek M&A transaction. Given the complexity of the Greek legal and regulatory environment, a thorough due diligence exercise typically covers corporate, legal, tax, financial, environmental, and regulatory dimensions.

Corporate due diligence focuses on verifying the target's legal existence, shareholding structure, and corporate authorisations. GEMI provides publicly accessible information on registered companies, including articles of association, board composition, and filed financial statements. However, GEMI records are not always current, and discrepancies between registered documents and actual corporate practice are common. A common mistake is relying solely on GEMI extracts without reviewing the original corporate books and shareholder registers held by the company.

Tax due diligence is particularly critical in Greece. The Greek tax authority (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, or AADE) has broad audit powers, and tax assessments can be issued for up to five years after the relevant tax year under the standard limitation period, extendable to ten years in cases of fraud or non-filing under Article 36 of the Code of Tax Procedure (Law 4174/2013). Buyers in share deals inherit the target's tax history, making tax warranties and indemnities essential. In practice, it is important to consider obtaining a tax clearance certificate (φορολογική ενημερότητα) from AADE before closing, as this confirms the absence of outstanding tax debts.

Labour due diligence requires careful review of employment contracts, collective agreements, and pending labour disputes. Greece has a detailed labour law framework under Law 4808/2021 (the Labour Relations Act), which introduced significant changes to working time, remote work, and collective dismissal procedures. Undisclosed employment liabilities - including unpaid overtime, unlawful dismissals, and unregistered employees - are a recurring source of post-acquisition disputes.

Environmental due diligence is increasingly important, particularly for acquisitions in manufacturing, energy, tourism, and real estate. Greek environmental law, aligned with EU directives, imposes strict liability for environmental contamination. The buyer of a contaminated site may inherit remediation obligations regardless of fault. Phase I and Phase II environmental assessments are standard practice for asset-intensive targets.

Intellectual property due diligence covers trademarks, patents, software licences, and domain names. Greek IP rights are registered with the Industrial Property Organisation (Οργανισμός Βιομηχανικής Ιδιοκτησίας, or OBI). A non-obvious risk is that many Greek SMEs operate with unregistered trademarks or licences that are not properly documented, creating uncertainty about the scope of IP rights being acquired.

To receive a checklist for conducting legal due diligence in M&A transactions in Greece, send a request to info@vlo.com.

Greek M&A transactions frequently require regulatory approvals that add time and complexity to the deal timeline. Understanding the applicable thresholds and procedures is essential for realistic deal planning.

The Hellenic Competition Commission (HCC) reviews concentrations under Law 3959/2011. Transactions meeting the domestic thresholds must be notified before implementation. The HCC has a Phase I review period of 35 working days from the date of complete notification. If the HCC opens a Phase II investigation, the review period extends to 90 working days. Transactions implemented without required HCC clearance are void, and the parties face fines of up to 10% of their worldwide turnover. In practice, preparing a complete notification filing takes two to four weeks of preparatory work, and incomplete filings restart the review clock.

For transactions involving publicly listed companies, the Hellenic Capital Market Commission (Επιτροπή Κεφαλαιαγοράς, or HCMC) supervises public takeover bids under Law 3461/2006, which implements the EU Takeover Directive. A mandatory public offer is triggered when an acquirer crosses the 1/3 threshold of voting rights in a listed company. The offer price must be at least equal to the highest price paid by the acquirer for the target's shares in the preceding 12 months. The HCMC reviews the offer document and has 20 working days to approve or request amendments.

Sector-specific approvals add further layers. In the banking sector, the Bank of Greece must approve acquisitions of qualifying holdings (10%, 20%, 33%, or 50% thresholds) under Law 4261/2014, with a 60-working-day assessment period. In the energy sector, RAE approval is required for changes of control in licensed entities, with timelines varying by licence type. In the media sector, Law 4339/2015 imposes ownership caps and requires HCMC involvement for listed media companies.

Foreign investment screening has become more prominent following the implementation of EU Regulation 2019/452 on foreign direct investment screening. Greece enacted Law 4887/2022 to establish a national FDI screening mechanism. Transactions involving non-EU investors in critical infrastructure, technology, media, and defence-related sectors may require prior approval from the Inter-Ministerial Committee for Foreign Investment Screening. The review period is up to 25 working days for standard cases, extendable to 35 working days. A common mistake is failing to assess FDI screening applicability early in the deal process, which can delay signing or require deal restructuring.

Greek M&A transactions require a structured set of transaction documents that reflect both Greek legal requirements and international deal practice. The principal documents are the share purchase agreement (SPA) or asset purchase agreement (APA), disclosure letter, shareholders' agreement (for joint ventures), and ancillary closing documents.

The SPA in a Greek transaction typically follows international standards but must be adapted to Greek mandatory law provisions. Representations and warranties covering corporate status, financial statements, tax, employment, intellectual property, and material contracts are standard. Under Greek law, the seller's liability for breach of warranty is subject to the general limitation period of five years under Article 937 of the Greek Civil Code (Αστικός Κώδικας), unless the parties contractually shorten this period, which is permissible. Buyers should negotiate specific indemnities for identified risks uncovered during due diligence, as the general warranty regime may not provide adequate protection for Greek-specific risks.

Conditions precedent (αναβλητικές αιρέσεις) typically include HCC clearance, sector-specific regulatory approvals, and third-party consents. The period between signing and closing - the interim period - requires careful management of the target's business. Law 4548/2018 imposes restrictions on significant corporate actions during this period, and breach of interim covenants can give the buyer grounds to terminate the SPA.

Closing mechanics for a share deal in an AE involve the execution of a share transfer agreement, endorsement of share certificates (for bearer shares, now largely abolished), and registration in the shareholder register. For listed companies, settlement occurs through the Hellenic Central Securities Depository (ΕΛ.Κ.Α.Τ.). For real property transfers within an asset deal, a notarial deed executed before a Greek notary public is mandatory, followed by registration with the Land Registry. Notarial fees are regulated and calculated as a percentage of the transaction value.

Earn-out provisions (μεταβλητό τίμημα) are used in Greek transactions where the parties disagree on valuation, particularly for businesses with uncertain future cash flows. Greek courts have generally upheld earn-out clauses, but disputes over earn-out calculations are common. Drafting precise earn-out mechanics - including accounting methodology, adjustment mechanisms, and dispute resolution procedures - is essential to avoid post-closing litigation.

To receive a checklist for structuring M&A transaction documentation in Greece, send a request to info@vlo.com.

Understanding how Greek M&A transactions play out in practice requires examining specific scenarios across different deal types, sizes, and sectors.

Scenario one: acquisition of a Greek tourism and hospitality business. A Northern European investor acquires 100% of the shares in a Greek hotel operating company. Due diligence reveals undisclosed municipal tax arrears, an unregistered employee, and a building permit irregularity affecting one of the hotel's structures. The buyer negotiates specific indemnities covering these items, a price adjustment mechanism, and an escrow arrangement holding 15% of the purchase price for 18 months post-closing. The transaction requires no HCC notification (turnover below thresholds) but requires a change-of-control consent from the hotel's main bank lender. Closing takes approximately 10 weeks from signing.

Scenario two: acquisition of a minority stake in a Greek technology company. A strategic investor acquires a 30% stake in a Greek IKE operating a software platform. The parties execute a shareholders' agreement governing board representation, reserved matters requiring investor consent, anti-dilution protections, drag-along and tag-along rights, and a put option exercisable after five years. Greek law permits these mechanisms, but the shareholders' agreement must be carefully drafted to avoid conflict with the mandatory provisions of Law 4072/2012. The transaction does not trigger HCC notification or FDI screening, but the parties register the shareholders' agreement with GEMI to ensure enforceability against third parties.

Scenario three: cross-border merger involving a Greek subsidiary. A multinational group restructures its Greek operations by merging two Greek AE subsidiaries. The merger is conducted as an absorption merger under Law 4548/2018. The process requires board approval, shareholder approval at extraordinary general meetings of both companies, creditor notification published in GEMI, a 30-day creditor objection period, and final GEMI registration. The tax treatment of the merger is governed by Law 4172/2013 (the Income Tax Code), which provides for tax-neutral treatment of qualifying mergers subject to specific conditions, including continuity of business and absence of tax avoidance purpose. The entire process takes approximately five months.

In practice, it is important to consider that Greek M&A transactions involving distressed targets - companies in insolvency or pre-insolvency proceedings - follow a different legal framework. Law 4738/2020 (the Insolvency Code) introduced new restructuring tools, including the pre-insolvency agreement (συμφωνία εξυγίανσης) and the special administration procedure. Acquisitions of distressed assets through these mechanisms can offer significant value but require specialist insolvency and M&A expertise to navigate correctly.

A common mistake made by international buyers is underestimating the time required to obtain Greek regulatory approvals and to complete GEMI filings. Deals that appear straightforward from a commercial perspective can be delayed by two to four months due to regulatory processing times, creditor objection periods, and notarial scheduling constraints. Building realistic timelines into the deal structure - including long-stop dates in the SPA - is essential.

The cost of non-specialist mistakes in Greek M&A is material. Errors in due diligence that miss tax or employment liabilities can result in post-acquisition claims that exceed the transaction value for smaller deals. Incorrectly structured SPAs that fail to account for Greek mandatory law provisions may leave buyers without effective remedies. Lawyers' fees for a mid-market Greek M&A transaction typically start from the low tens of thousands of EUR for legal advisory work, with additional costs for regulatory filings, notarial fees, and specialist advisers. State duties and registration fees vary depending on the transaction structure and value.

Post-closing disputes in Greek M&A transactions arise most frequently from warranty breaches, earn-out disagreements, and undisclosed liabilities. Greek courts have jurisdiction over disputes governed by Greek law, with the Athens Court of First Instance (Πρωτοδικείο Αθηνών) handling most commercial disputes. For larger transactions, parties frequently choose international arbitration - typically under ICC or LCIA rules - with a seat outside Greece, which provides greater procedural flexibility and enforceability under the New York Convention.

Warranty and indemnity (W&I) insurance is available in the Greek market, though less commonly used than in Northern European transactions. W&I insurance can bridge gaps between buyer and seller expectations on liability caps and survival periods, and its use is increasing in larger Greek deals.

The risk of inaction on post-closing integration is significant. Greek employment law imposes specific obligations on employers following a change of control, including information and consultation requirements under Law 1387/1983 on collective redundancies and Law 2112/1920 on termination of employment. Failure to comply with these obligations within the required timeframes - typically 20 to 30 days from the triggering event - exposes the acquirer to administrative fines and employee claims.

A non-obvious risk in Greek M&A is the potential for minority shareholder challenges. Under Law 4548/2018, minority shareholders holding at least 5% of the share capital can request a court-appointed auditor to investigate the company's affairs. Minority shareholders holding at least 20% can request the court to dissolve the company on grounds of deadlock or oppression. These rights can be used tactically by dissenting shareholders to obstruct or extract value from a transaction, and deal structures should include appropriate squeeze-out or buyout mechanisms where minority shareholders are involved.

Greek real property law presents specific risks in asset deals and transactions involving real estate-holding companies. The Hellenic Cadastre (Κτηματολόγιο) is still being completed in some areas of Greece, and title verification requires careful review of both cadastral records and older Land Registry (Υποθηκοφυλακείο) records. Encumbrances, easements, and pre-emption rights may not be fully reflected in electronic records. Environmental restrictions on coastal and forest land are strictly enforced and can significantly affect the usability and value of acquired real property.

To receive a checklist for managing post-closing risks in M&A transactions in Greece, send a request to info@vlo.com.

What are the main practical risks for a foreign buyer acquiring a Greek company?

The most significant practical risks are undisclosed tax liabilities, unregistered employees, and real property title defects. Greek tax audits can reach back five to ten years, and the buyer in a share deal inherits the target's full tax history. Employment liabilities - including unregistered workers and unpaid overtime - are common in SME targets and may not appear in financial statements. Real property title issues, particularly in areas where the Hellenic Cadastre is incomplete, can affect the value and usability of acquired assets. Thorough due diligence and robust indemnity provisions in the SPA are the primary tools for managing these risks.

How long does a typical M&A transaction in Greece take, and what does it cost?

A straightforward share deal with no regulatory approvals typically takes eight to twelve weeks from signing to closing. Transactions requiring HCC notification add 35 to 90 working days depending on whether Phase II is opened. Sector-specific approvals - banking, energy, media - can add two to four months. Statutory mergers typically take three to six months due to mandatory creditor notification and objection periods. Legal advisory fees for mid-market transactions typically start from the low tens of thousands of EUR, with additional costs for regulatory filings, notarial services, and specialist advisers. State duties and registration fees vary by transaction structure and value.

When should a buyer choose a share deal over an asset deal in Greece?

A share deal is preferable when the target holds licences, permits, or contracts that are difficult to transfer separately, or when the transaction economics favour preserving the existing corporate structure. An asset deal is preferable when the buyer wants to ring-fence historical liabilities, acquire only selected business lines, or avoid inheriting the target's tax and employment history. The tax treatment differs significantly: asset deals typically trigger transfer taxes and VAT on certain assets, while share deals are subject to capital gains tax at the seller level. The choice of structure should be driven by a combined legal and tax analysis specific to the target and the buyer's objectives.

M&A in Greece offers genuine opportunities across multiple sectors, but the legal framework demands careful preparation. The combination of EU-harmonised corporate law, Greek-specific regulatory requirements, and practical complexities in tax, employment, and real property creates a transaction environment where specialist legal guidance is not optional - it is a prerequisite for protecting value and avoiding costly post-closing disputes. Buyers and sellers who invest in thorough due diligence, well-structured transaction documents, and proactive regulatory management consistently achieve better outcomes than those who treat Greek M&A as a straightforward process.

Our law firm Vetrov & Partners has experience supporting clients in Greece on M&A matters. We can assist with deal structuring, due diligence coordination, regulatory filings, transaction documentation, and post-closing dispute resolution. To receive a consultation, contact: info@vlo.com.