Immigrating to Greece does not allow for employment. So, for those with limited assets, how can they resolve the issue of funding sources during their immigrant life in Greece? Relevant Greek immigration laws stipulate that while immigrants in Greece cannot be employed, they are permitted to conduct business. Therefore, for individuals with mid-level assets, doing business is an effective way to increase income. Here, we will explain how to establish a limited liability company in Greece.
According to Greek law, a limited liability company (EPE) possesses characteristics of both a partnership and a legal entity, making it a suitable organizational form for small and medium-sized enterprises. The liability of the contributors is limited to the amount of their capital contribution.
I. Establishment of the Company
A limited liability company can be formed by one, two, or more natural persons or legal entities; however, a single natural person or legal entity can only establish one limited liability company independently. The organizational structure and operations of a limited liability company must comply with its articles of association. The articles of association of a limited liability company must be notarized to become legally effective. The articles of association must include the following:
1. The name, profession, permanent address, and nationality of the founders or shareholders.
2. The company name. The name of a limited liability company must contain the name(s) of one or more shareholders, or indicate the company's business content. However, in any case, it must be clearly stated in the company name that it is a "Limited Liability Company".
3. The registered business address of the company.
4. The business scope of the company. The business scope of a limited liability company should comply with relevant legal provisions regarding the business scope of such companies. A limited liability company may not engage in business activities permitted only for other types of corporate forms. For example, Greek law stipulates that banking and insurance businesses are only permitted for joint-stock companies; therefore, a limited liability company may not engage in such activities.
5. The total investment amount of the company. According to current Greek law, the minimum total investment required to establish a limited liability company is 18,000 Euros. This investment can be in the form of cash or fixed assets, but cash contributions must account for at least 50% of the total investment. If fixed assets are used for investment, they should be formally appraised by a special committee in accordance with Article 9 of Greek Law 2190/1920. The value of each share in a limited liability company is 30 Euros. Its shares are non-negotiable securities, but in principle, they can be freely transferred and inherited. The company's capital should be fully paid up in accordance with the company's articles of association. If the shareholders of the company are not of Greek nationality, whether they are natural persons or legal entities, they must provide a bank certificate proving that the capital contribution has entered Greece before the official establishment documents of the limited liability company take effect.
6. The duration of the company's operation. A fixed duration for the company's operation should be specified in the articles of association.
II. Registration and Public Disclosure Procedures
After a limited liability company is formed, it must undergo the following registration and public disclosure procedures before it can operate:
1. After the articles of association and other documents of the limited liability company are notarized, they must be registered at the company registry of the local court where the company's registered business address is located.
2. A limited liability company must publicly disclose its basic information in the "Government Gazette" and the "Bulletin of Joint-Stock and Limited Liability Companies," such as shareholder names, company name, registered business address, business scope, capital amount, and the company's legal form. A limited liability company only acquires legal personality after completing the above procedures, and the date of publication in the "Government Gazette" is considered the date of the company's establishment.
3. After the limited liability company is established, it must register with the tax authorities and purchase company account books stamped by the tax authorities. Additionally, the limited liability company must also register with the local Chamber of Commerce.
III. Organizational Structure of the Company
The operation of a limited liability company is based on the General Meeting of Shareholders and the company's management team.
1. General Meeting of Shareholders
The General Meeting of Shareholders is the statutory "highest authority" of a limited liability company. All major issues of the limited liability company must be determined by the General Meeting of Shareholders, including amendments to the articles of association, appointment and removal of management personnel, approval of balance sheets, profit distribution, filing lawsuits against management personnel, extension of the company's duration, and merger or dissolution of the company. Each shareholder holds at least one vote at the General Meeting. If a shareholder holds multiple shares, their voting rights are equal to the number of shares held. The General Meeting of Shareholders must be held at least once a year and within 3 months after the end of the company's fiscal year.
Generally, resolutions formed at the General Meeting of Shareholders must be approved by more than half of the shareholders, meaning the resolution must be agreed upon by shareholders representing more than half of the company's capital. However, resolutions involving major issues such as amendments to the articles of association require the consent of shareholders representing at least three-quarters of the company's capital.
2. Company Management
In accordance with the company's articles of association and the resolutions of the General Meeting of Shareholders, one or more managers are entrusted to form the company's management team to operate and manage the company. These managers may or may not be shareholders of the company. This type of company does not have a Board of Directors.
IV. Costs of Establishing a Limited Liability Company
Generally, the costs required to establish a limited liability company in Greece mainly include the following:
1. Capital raising fee: 1% of the company's total investment capital.
2. Notarization fees for materials, stamp duty, etc.: approximately 440 Euros.
3. Amortization fee for the Lawyers' Fund: 1.5% of the company's total investment capital.
4. Attorney fees: Attorney fees are calculated as a percentage of the company's capital. For a capital amount of 15,000 Euros, the fee is 1%, and for the excess amount, it is 0.5%.
5. Publication fee for the "Government Gazette": 235 Euros.
6. Registration fee at the local court: 60 Euros.
7. Registration fee at the tax office: 146 Euros; in addition, each shareholder must pay a fee of 88 Euros.
8. Registration fee at the local Chamber of Commerce: 88 Euros.