By Spanos Theodoros · Drafting the Articles of Association
The articles of association constitute the company’s principal constitutional document and determine how the company is organized and operates.
Among other matters, they regulate the company’s name and registered office, corporate purpose, capital, the participation of partners or shareholders, the company’s management and representation, and the fundamental relationships among those involved.
In the case of foreign investors, particular importance attaches to the appropriate drafting of provisions concerning management and representation, the adoption of corporate decisions when partners or shareholders are abroad, the transfer of ownership interests, and the admission or withdrawal of investors.
The articles of association should therefore not be regarded merely as a formal document required for incorporation. Proper drafting can make a substantial contribution to the smooth operation of the company and the prevention of future corporate disputes.
Completion of Incorporation, Registration with GEMI and Commencement of Business Operations
Once the appropriate legal form has been selected and the articles of association and necessary supporting documents have been prepared, the process of incorporating and officially registering the company in Greece follows.
Upon completion of the incorporation process, the company is registered with the General Commercial Registry (GEMI) and acquires the legal status and registration details required for its operation, in accordance with the legal form selected.
For a foreign investor, the most important consideration is adequate preparation before this stage. The founders’ details, the articles of association, documents issued abroad and the relevant authorizations must be properly prepared to avoid omissions and delays during incorporation.
Following completion of the corporate formalities, the necessary practical steps for commencing business operations must be taken, depending on the company’s activities and needs. These include organizing its tax and accounting obligations, arranging banking services and, where required, obtaining special licenses or approvals.
Can a Company Be Established Without the Foreign Investor Being Present in Greece?
In many cases, a substantial part of the procedure can be completed without the foreign investor’s physical presence in Greece.
Where the particular act permits it, the interested party may duly authorize a representative in Greece to carry out the necessary steps.
Where a power of attorney is executed abroad, it must comply with the formal requirements for lawful use in Greece, including, where applicable, appropriate authentication or legalization and an official translation.
The possibility of completing the company incorporation process remotely must, however, be distinguished from the requirements imposed by other bodies, such as credit institutions, which apply their own identification and due diligence procedures.
Opening a Corporate Bank Account
For a foreign investor, opening a corporate bank account can be one of the most demanding practical stages.
Banks apply customer identification and verification procedures (Know Your Customer – KYC), as well as checks under anti-money laundering legislation.
For this reason, information may be requested both about the company itself and about its partners, shareholders, directors and beneficial owners.
Depending on the circumstances, banks may request corporate documents, proof of identity and address, information about the professional and financial activities of the persons involved, evidence of the source of funds, and information concerning the company’s purpose and anticipated activities.
Requirements vary depending on the credit institution, the investor’s country of origin, the shareholding structure and the overall transaction profile. It is therefore advisable to begin preparing for the banking process well in advance.
What Documents Are Required?
The required supporting documents depend on the company’s legal form, the capacity in which its founders act, and the country in which the relevant documents were issued.
For foreign individuals, the documents required, as applicable, include identification documents, the information necessary for registration with the Greek tax authorities and, where the process is carried out through a representative, an appropriate authorization or power of attorney.
Where a foreign legal entity is involved, the corresponding corporate and legalization documents are required to establish its lawful existence and representation and, where necessary, the corporate resolution approving its participation in the Greek company.
Depending on the country of issue and the type of document, an Apostille or another form of legalization, as well as an official translation, may be required.
To avoid delays, it is advisable to determine the exact list of supporting documents before the procedure begins, taking into account the particular circumstances of each case.
Company Incorporation and Residence Permits: Two Distinct Legal Matters
One issue that frequently causes confusion among foreign investors is the relationship between participation in a Greek company and the right to reside in Greece.
Establishing or participating in a Greek company and obtaining a residence permit are separate legal procedures.
A third-country national’s participation as a partner or shareholder in a Greek company does not automatically confer a residence permit.
Greek immigration legislation provides for different categories of residence permits, including permits for certain categories of company executives and specific forms of investment activity. Each category is subject to its own requirements.
Where a foreign national’s business plans also involve settling in Greece, the corporate structure and the appropriate immigration status should be examined in parallel, but as separate legal matters.
Key Tax Considerations
Establishing and operating a company in Greece entails tax and accounting obligations that must be taken into account from the initial planning stage.
For a foreign investor, both the tax treatment of the Greek company and the tax consequences that may arise from their participation in it must be examined.
These matters become particularly important when partners or shareholders remain tax residents of another country or when legal entities established abroad participate in the corporate structure.
In cross-border cases, the application of the relevant Double Taxation Agreement must also be examined, where applicable.
The corporate and tax structure of an international investment is therefore best planned before the company is incorporated, rather than after incorporation has been completed.
Frequently Asked Questions
Do I Need to Travel to Greece to Establish a Company?
Not necessarily. Depending on the company’s legal form and the steps required, a substantial part of the procedure may be completed remotely or through a duly authorized representative.
Can I Participate in a Greek Company Without a Greek Residence Permit?
Corporate participation and the right of residence are separate legal matters. In particular, for third-country nationals, it must be assessed separately whether the activity to be carried out in Greece requires a specific residence permit.
Do I Need a Greek Tax Identification Number (AFM)?
Yes. Foreign individuals who are required to register with the Greek tax authorities as part of the company incorporation process must obtain a Greek Tax Identification Number (AFM).
Which Legal Form Is Most Suitable for a Foreign Investor?
There is no single legal form suitable for every case. The choice depends on the size and nature of the business, the number of participants, the planned financing, the management structure and the long-term business plan.
How Long Does It Take to Establish a Company?
The time required depends on the legal form, the completeness of the supporting documents and the particular circumstances of the case.
Where the founders are foreign nationals, preparing, legalizing and translating the required documents may take longer than the formal incorporation procedure itself.
Legal Assistance with Company Formation in Greece
Establishing a company as a foreign investor involves more than registering a new legal entity with GEMI. The choice of the appropriate legal form, preparation of foreign documents, tax arrangements, representation in Greece, banking procedures and, where applicable, immigration procedures must be addressed in a coordinated manner.
SF Legal Law Firm provides comprehensive legal assistance to foreign individuals, entrepreneurs and companies wishing to establish a business or expand their operations in Greece.
Our services include:
- the assessment and selection of the appropriate legal form;
- the preparation and legal review of the required documents;
- the drafting of the articles of association and related corporate documents;
- assistance in obtaining the necessary tax registration details;
- handling the incorporation and registration procedure;
- representing the investor in Greece;
- assistance with banking procedures and KYC checks;
- and assessment of immigration matters where the business activity is connected with the investor’s relocation to Greece.
The objective is to establish a corporate structure that not only complies with the requirements of Greek law but also effectively serves each client’s business and investment plans.
