Societe anonyme (S.A. Corporation)  - (Α.Ε)

Conditions for Establishing a Societe Anonyme: The conditions for the formation of a Societe Anonyme are:

1. WHO MUST TAKE PART FOR A COMPANY?

The public limited company may be formed by one or more persons or become one person by aggregating all the shares in one person only. The founding members of the public limited company may be natural or legal persons. Natural persons must have reached the age of 18 (in accordance with Article 127 of the Civil Code, as amended by Article 3 of Law 1329/83). Participation of a minor in the formation of a public limited company is only allowed after a legal license.

2. WHAT ARE THE KEY CHARACTERISTICS OF THE COMPANY?

The public limited company is a capital company with legal personality, for whose debts it is only responsible for its assets. Every public limited company is commercial, even if its purpose is not the pursuit of a commercial enterprise, in accordance with Article 1 of Law 2190/1920. The main features of the public limited company are:

1. The large amount of capital required for its establishment.
2. The division of capital into equal shares, embedded in securities, shares.
3. Strict publicity at the time of its foundation but also throughout its life.
4. Its long duration (usually 50 years).
5. Limited shareholder responsibility.
6. Making decisions by majority.
7. The existence of two bodies, namely the General Meeting of Shareholders and the Board of Directors.
8. WHAT IS THE MINIMUM AMOUNT NEED TO ESTABLISH A SOCIETE ANONYME COMPANY?

The minimum amount of share capital required by the law to set up an AU is EUR 24,000, and there are cases where the law requires a much larger amount of capital. The capital must be paid when it is set up. It is not necessary to be in cash, it can also be a contribution in kind, ie a contribution to an asset in the company (eg property). However, if part or all of the initial share capital is covered by a contribution in kind, it must have been valued in accordance with the provisions of article 9 of Codified Law 2190/1920.

4. WHAT IS THE LIABILITY OF COMPANIES / SHARES?

Up to the amount of capital. The responsibility lies with the company with its property, not with the partners. Unlike personal corporations, there is a separation of the company's property from the personal property of the founders-shareholders.

5. WHERE DO YOU RECEIVE TO SET UP A SOCIETE ANONYME COMPANY?

At the One-Stop Service.  The one-stop service is the Certified Notary who will draw up the notarial deed

6. WHAT WILL I NEED TO PAY FOR THE S.A. COMPANY? (GRANT OF SINGLE COST OF COMPANY SETTLEMENT).

The Company's Cost Line (70 EURO). If the founders are over 3, the cost is increased by 5 euros for each additional founder. The Company's Cost Line is not refunded. Furthermore:

The registration fee for General Commercial Register (10 EURO)

The cost of registration in the Chamber, which is determined by each Chamber.

Finally, in favor of the Competition Commission, which amounts to 1% of the capital indicated in the Articles of Association.

7. OTHER ECONOMIC CHARGES?

Notary fees Note: It is 500,00 euro for the contract plus 6 euro per sheet plus VAT. 24%. The cost of the copies is € 5 per sheet, plus VAT. 24%. . It is collected by the Notary himself and is not part of the Recommendation's Uniform Bill. Of this, an amount of 250,00 euro is attributed to the Legal Fund (Circular 402/2006 Legal Fund). Lawyer's remuneration, if paid, is freely determined. It is charged by the lawyer himself and is not part of the Single Recommendation Bill.

Annual fees for the General Commercial Register Assistance 320,00€ ( for each year is the same cost)

5,00€ for each certificate we need. It will require at least 2 certificates after starting the company.

8. HOW IS PAYMENTS?

The payment of the amounts of the Single Cost List of the Recommendation, the PSC, the subscriptions to the EFKA (Government Insurance) , as well as other payments on behalf of third parties or for copies and certificates relating to the company, is made in cash and if their value exceeds the amount of 1,500 € by bank check, or by depositing the total amount in the bank account of the Central Office of General Commercial Register. and the presentation of the Bank's deposit slip. Where there is technical possibility, payment can be made via electronic and / or telephone banking (web or / or phone banking), credit or debit card or interbank.

9. WHAT IS THE AMOUNT PAID WHERE THE COMPANY IS NOT FULLY ESTABLISHED?

In the event that the formation of the company is not completed for reasons related to the partner's face and the company is not registered with General Commercial Register, all the amounts paid out, except for the Company's Establishment Cost Letter, shall be reimbursed. The reimbursement shall be made within 30 days starting from the next working day ending the deadline for treatment of deficiencies. The founders of the company or their representative by submitting supporting documents to the One Stop Service set up a bank account in which the sums to be repaid are deposited in the event that the formation of the company is not completed.

10. WHAT DO YOU NEED TO DO BEFORE YOU GO TO THE ONE-STOP SERVICE STATION?

Have you decided on some basic facts about your company, which should be included in your statute. The statutes constitute the legal document of the company's incorporation, but it also specifies all the key issues concerning the shareholders' relations, the management of the company, on issues related to its life span and its dissolution. The minimum information to be contained in the Articles of Association is defined in Article 2 (1) of Codified Law 2190/20 Specifically, the Articles of Association of a public limited company (SA) should contain the following provisions regarding:

1. Company name and purposes
2. Registered seat of the company
3. Duration of the company
4. Amount and method of payment of capital stock
5. Types of shares, quantity of shares, nominal value and issue of shares
6. Number of shares for each type, if more than one type of shares exist
7. Conversion of registered shares to bearer shares, or conversion of bearer shares to registered shares
8. Meeting, formation, operation, and responsibilities of the Board of Directors
9. Meeting, formation, operation, and responsibilities of the General Assembly
10. Auditors
11. Shareholders’ rights
12. Balance sheet and allocation of profits
13. Dissolution of the company and liquidation of assets
14. Personal information of the legal or natural persons who signed the Articles of Association, or on behalf of whom the Articles have been signed.
15. The total amount, or approximately, of all expenses required for the establishment of the company which burden the company.
16. The duration of the first fiscal period, the composition and term of office of the Board of Directors (including their capacities and duties if the contracting parties agree so) and the auditors of the first fiscal period, if the company is subject to audit.To resolve the company and liquidate its property.

The Articles of Association of Societe Anonyme must also state:

The individual details of the legal or natural persons who have signed the company's Articles of Association or in the name and on behalf of which this Statute has been signed.

The total amount, at least approximate, of all the expenses required for setting up the company and charged.

During the first fiscal year, the composition and the term of the first Board of Directors (as well as their qualities and responsibilities, if the parties so desire) and the auditors of the first financial year, if the company is subject to control.

- Find the place where the company will be housed. This place will be your professional seat. If you rent it, you must have the lease certified by the competent tax office. The relevant procedure is regulated by POL 1013 (Government Gazette 32 / Β / 14-01-2014). If the space is private, you must have a copy of the title. If a third party (father, mother, etc.) is given free of charge for this purpose, a Responsible Statement of Concession for the registered office of the company being established, with the signature of the concession holder If the space is privately owned, you must have a certified title copy of the lawyer. In the case of a lease or a concession for the registered office of the company being established, "Proof of Submission of Information on the Lease of Real Estate" of par. 2 of article 3 of Law 1013 / 7-1-2014 - Make sure you are insured and tax-aware. In particular, all members of the Board of Directors of S.A. must be insured and taxed if they hold more than 3% of the share capital. If this does not happen, you will be invited to do so at a later stage from the One Stop Service or, if it does not, the company can not be established.

Have you decided who your representative will be on the company's constitution procedures.

11. WHAT DO I RECOMMEND IN ONE STOP -STATION SERVICE?

For setting up a company and registering it at General Commercial Register, the following documents are submitted to the One Stop Service by the founders / applicants or their representative :

1. Documents regarding founders who are natural persons

• National identity card for Greek citizens, identity card or passport for citizens of EU member states, passport for citizens of non-EU member states and residence permit, if residing within the country. The founders’ representative may also submit to the One Stop Shop certified copies of these documents.
• Residence permit for the exercise of independent financial activity for citizens of non-EU member states who shall participate as general partners in general partnership company and limited partnership company, or shall be appointed as managers in a limited liability company, or as legal representatives in a public limited company (SA).
• Completed Form M1 (“Application for a Tax Identification Number/Change of Personal details) and Form M7 (“Declaration of Taxpayer’s Relations”), if required in order for the founders to acquire a Tax Identification Number (TIN), if they do not have one.

1. Documents regarding founders who are resident legal persons:

• An exact copy of the company’s codified Articles of Association

1. C. Documents regarding founders who are foreign legal persons:

• Articles of Association that bear an apostille, according to article 4 of the Hague Convention of October 5 1961, officially translated or certified by a consulate, if the country of origin has not signed the Convention.
• Certification by a competent authority of the legal person’s country of residence to verify the existence of the company.
• Certified copy of the authorisation document which appoints the legal representative in Greece.
• The debtor should complete Form M3 (“Statement of commencing/changing business of non natural person”) and Form M7 (“Declaration of Taxpayer’s Relations”), in order to acquire a TIN.

1. Further Documents:

• The company’s Articles of Association in print and electronic form, if this is a personal company established at a One Stop Shop. If the establishment is carried out before a notary public who acts as a One Stop Shop, it is not necessary to submit the company’s Articles of Association in print and electronic form.
• If the establishment procedure is carried out by a representative, he/she should produce an authorisation granted by the founders that bears the certified signatures of the founders, according to paragraph 1 of article 3 of the present guideline.
• The Bank deposit receipts, if the amounts required for the establishment and the registration of the company at G.C.R. have been paid, according to those stated in paragraph 1 of article 13.
• The lease of the premises of the company certified by the competent Public Fiscal Service, or an official copy of the title deed, or an official statement of article 8 of Greek Law 1599/86 granting permission to use the premises as seat of the company under establishment including the grantor’s certified signature.
• Application to check availability of company name and distinctive title and to register these to the Chamber.
• Application to register at the relevant Chamber and
• Application to register at G.C.R.
• Application to provide a Tax Identification Number to those founders that do not have one, and the company following its establishment.
• Application to acquire a copy of the tax clearance certificate of the founders, if not submitted.

1. The debtor should complete the following forms in order for the company to acquire a Tax Identification Number (TIN) following its establishment.

• Form M3 (“Statement of commencing/changing business of non natural person”)
• Form M6 (“Statement of Business Activities”), if required.
• Form M7 (“Declaration of Taxpayer’s Relations”)
• Form M8 (“Statement of Members/Partners of non natural person”), if required

The statement forms (M) are available from the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. The rest patterns can be found at the website of G.C.R.

12. WHAT OTHER WILL THE ONE-STOP SERVICE REQUIRE?

The founders of the company or their representative by submitting the supporting documents to the One Stop Service set up a bank account in which the sums to be repaid are deposited in the event that the formation of the company is not completed.

In addition, applicants for the formation of a company and registration thereof at GEMI or a third party authorized to do so shall complete and deposit with the One Stop Service a written mandate and a power of attorney (models 3 & 4 of Annex I) so that the One Stop Service shall take the necessary steps for the establishment of the company according to the provisions of Law 3853/2010. The granting of the mandate presupposes the consent of the founders of the company being set up to seek and receive from the One Stop Service the certificates and attestations necessary for the establishment of the company.

13.WHAT IS THE PROCESS TO SET UP A SOCIETE ANONYME COMPANY IN GRECCE?

The process is the following:

1. a) Official Lease document for the office, (contact rent for the office)
2. b) (For Branch) A statute bearing a stamp in accordance with Article 4 of the Hague Convention of 5 October 1961 (apostille) officially translated or, if the country of origin has not acceded to that Convention, endorsed by a consular post. O Certificate of the competent authority of the country of the legal person's registered office for the existence of the company. O Certified copy of the power of attorney for the appointment of a legal representative or representative in Greece.
3. Decision of the foreign company to establish a branch in Greece specifying the purpose, the registered office and the name of the branch and the details of its legal representative
4. Statute of the foreign company, as in force at the time of application with a visa by the competent authority of its registered office
5. Notarial or Consular Instruction for the appointment of a proxy and representative of the company in Greece which may be the same person
6. Certification by the competent authority of the country of its registered office that the company has not dissolved or revoked its authorization
7. Certification of the persons representing the foreign company at its registered office
8. The registration number of the company at its registered office. Excluded are companies outside the European Union that their law does not provide for registration
9. Certificate of competent authority for the paid-up capital of the foreign company
10. Bill of collection by the tax authorities, fees for the publication of the approval notice in the Official Gazette
11. Certification of the Hellenic Chamber for the approval of the name and / or the Branch's Distinctive Title.

• The above documents, issued abroad, must have an APOSTILLE or a consular visa and an official translation into the Greek language.
• For companies based outside the European Union, there must be a reciprocal agreement with Greece for LTD (EPE)

(new company). The same forms are required and , The constitution of the new company signed by the partners.

1. c) Completed by the debtor the forms "Declaration of commencement / change of non-natural person's work" (M3) and "Statement of taxable persons" (M7), in order to obtain tax vat number.
2. d) Appointment of a representative of most founders as a person liable as above, with whom the One Stop Service will contact in the event that the supporting documents are found incomplete or require any clarification or addition.
3. e) Signature of the required applications and responsible statements by the Responsible Person.

In particular, signing a written mandate 1 in order for the One Stop Service to take the necessary steps to set up the company in accordance with the provisions of Law 3853/2010.

This instruction includes and integrates the following applications:

Application for Forenamence of Brand Name and Distinguished Title and Registration thereof in the Chamber

Application for registration in the relevant Chamber.

Application for registration in the General Commercial Register.

Application for a Tax Registration Number, on the one hand, to the founders of the company which do not have and on the other hand to the company after its establishment

Application for sending an announcement to the competent insurance associations on the recommendation of the S.A. and sending the members of the Board of Directors who are at the same time shareholders with more than 3% of the social security institutions

14. HOW LONG IT TAKES TO SET UP A SOCIETE ANONYME. COMPANY IN GREECE?

It  takes from 7 days to 1 month.

15 ARE ALL THE FOUNDERS OBLIGED TO APPEAR IN PERSON BEFORE THE ONE STOP SHOP OR IT IS PERMITTED TO APPEAR WITH A RESPRESANTIVE?

The founders mentioned in the Company’s Articles of Association should sign and submit to the One Stop Shop all the necessary documents and applications. However, if their representative has a written authorisation that bears the certified signature of the founders, it is permitted to perform every action needed in order to establish the Company, except from the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarised authorisation.

In case that all founders appear in person at the One Stop Shop, they designate one of them as their representative, who is obliged to submit the required documents and provide the necessary clarifications asked by the One Stop Shop.

16.WHICH ARE THE STAGES FOR THE COMPLETION OF THE COMPANY ESTABLISHMENT?

When all the all the stages mentioned above are completed (check of trade name, pre-approval to use trade name, tax clearance certificates of founders, acquisition of TIN for founders if required) and a company is to be established with a notarial deed, the notary public who operates as a One Stop Shop shall draw up the notarial deed in the presence of the founders or their authorised representatives.

After the Deed is signed, the One Stop Shop shall register electronically the company data and the company’s Articles of Association in the database of G.C.R.

After the company’s registration at G.C.R., the One Stop Shop shall send a company registration request via email or fax to the Registers of the competent chamber (sample 5 of Appendix III). Within the same day or the next working day the latest, the Chamber shall send electronically, via email or automated email, or via fax to the One Stop Shop a confirmation that the company has been registered at the respective Registers.

In the end, the One Stop Shop shall send electronically to the Ministry of Economy and Finance the information stated in paragraph 1 of article 8 of Greek Law 3853/2010 (90A’). The TIN is provided directly by the Ministry of Economy and Finance and is sent electronically to the One Stop Shop.