A Greek LLC / Limited Liability Company / EPE is the most popular legal entity with foreigners in Greece. An EPE is actually a Limited by Shares Company. It offers limited liability protection along with only one shareholder who can be the sole director for greater control. Foreigners may own all of the shares in the EPE.
Background
Greece is a country located in southeastern Europe. Its official name is the “Hellenic Republic” and is also known as “Hellas”.
Its political structure is described as a “unitary parliamentary republic” with an elected one house parliament and a president and a prime minister.
Greek LLC Benefits
A Greek Limited Liability Company (EPE) offers these types of benefits:
• Total Ownership by Foreigners: All of the shares in an EPE may be owned by foreigners.
• Limited Liability: Shareholder’s liability limited to the value of the shares they own.
• One Shareholder and One Director: Only one shareholder required who may be the sole director for more control.
• Low Capital: The minimum required share capital is 4,500 Euro.
• EU Member: Greece is a member of the European Union (EU) providing opportunities to engage in business with other EU members.
Greek Limited Liability Company (EPE) Name
A Greek EPE’s company name must include either the type of business it intends to conduct or using names of the shareholders. No new company can have a name exactly alike or too similar to another company’s name in Greece. Prior to applying, an applicant can check that the company’s proposed name will be accepted by the Chamber of Commerce.
The EPE must include the words “Limited Liability Company” at the end of its company name or the suffix “LLC”.
Limitations upon Business Activities
An EPE can only provide services or typical commercial activities. Banking and insurance business activities cannot be conducted by EPE’s which are reserved for formal S.A. companies with appropriate licenses.
Limited Liability
Shareholders liability limited to the value of the shares they own in the company.
Incorporation
All required documents will eventually be filed with the Chamber of Commerce. The registration procedure is:
• Within one month of executing the Notary Deed including the Articles of Association they must be filed with the Company Registry of the nearest First Instance Court located where the physical office is located.
• The secretary of the court registers the EPE with the Registrar of Limited Liabilities Companies.
• A notice of the registration along with a summary of the Notary Deed is published in the Official Gazette under the “Bulletin of Corporations and Limited Liabilities Companies” section. The summary of the Notary Deed will contain the following details:
(a) Company name;
(b) The Shareholders/Founders full names;
(c) Physical office address;
(d) Type of business;
(e) Total capital;
(f) Name of the legal representative.
• Once all of these steps have been accomplished and following the publication of the notice in the Official Gazette, the EPE become an official company.
• Once the EPE becomes an official company, it is registered with the Tax Office where the accounting and company books are stamped by the Tax Authorities and registered with the Local Chamber of Commerce.
Articles of Association
Initially, an Articles of Association (Statutes) must be executed and signed in front of a notary public. The Articles of Association must include the following information:
• Initial shareholders or founders full names, professions, domiciles, and nationalities;
• Company name must include either the type of business or names of one or more of the shareholders with the name ending with “Limited Liability Company” or “LLC”;
• Physical local office address;
• Type of business or the company’s objectives which are not insurance or banking which are reserved for licensed S.A. companies and not EPE’s;
• Total share capital of 4,500 Euro with a minimum of 50% paid with cash;
• Company’s duration which cannot be perpetual (only a S.A. is indefinite) and its lifespan must be clearly stated.
Shareholders
Only one shareholder is required in order to form an EPE. However, a single shareholder cannot be the sole shareholder of more than one EPE.
No restrictions against a shareholder’s nationality or place of residence exist. Shareholders may be natural persons or legal entities.
Nominee shareholders are permitted for greater privacy.
Directors
The minimum requirement to form an EPE is one director. Directors can be of any nationality residing in any country. However, it is highly recommended that a local resident director be appointed to meet with local government authorities and the tax agents whenever they like.
The sole shareholder may appoint him or herself as the only director for greater control of the EPE. This type of company does not have a Board of Directors.
Registered Office
The words “registered office” do not translate into Greek. Every EPE must maintain a physical address where the tax authorities may inspect at any time.
Minimum Capital
The minimum required share capital is 4,500 Euro which must be completely paid up when applying for incorporation. At least 50% must be paid in cash. If assets are included, they must be officially appraised to determine their true value.
The minimum nominal share value is 30 Euro or multiples thereof.
The total share capital must be paid in full by the time of the signing of the Articles of Association.
Annual Meetings
A yearly general meeting for the shareholders is required. The meetings must be held within 3 months after the end of the fiscal year. Meetings may be held anywhere in the world. In addition, electronic means may be utilized for conducting the meetings.
General meetings decide all major company issues including amendments to the Articles of Association, appointing and removing directors and officers, approving financial statements and accounting records, and dissolution of the company.
Taxes
The corporate tax rate on profits is 29%.
Notice: U.S. taxpayers even though paying taxes in other countries must disclose all global income to their IRS just like everyone subject to taxes on their world income must reveal all income to their governments.
Accounting
Every company must file an annual financial statement with an annual tax return. While most companies must have their financial statements audited, EPE’s are exempt if they are classified as “small” companies.
Public Records
The founders and initial shareholders (presumed to be the initial owners) names and details are part of the public records.
Time to Form
Expect the incorporation process to take up to two weeks for completion.
Conclusion
A Greek LLC / Limited Liability Company / EPE has these benefits: total foreign ownership of all shares, limited liability, EU membership, and one shareholder who can be the only director for greater control.
