Private Capital Company (IKE):

The P.C.C. is a capital with legal personality and is commercial even if its purpose is not a commercial enterprise. It is solely responsible for its property for corporate obligations, with the exception of the liability assumed by the partner with guarantee contributions (Article 43 (2) and Article 79). Its key feature is that at least one partner is required to receive at least one share corresponding to a capital injection (Article 77) of at least EUR 1. However, it is possible to involve partners and to obtain shares with other types of contributions: the extra-budgetary (Article 78) and the guarantee (Article 79), the value of which may not exceed 75% of the amount of the liability assumed by the partner of the company's lenders. The partners' liability is up to the amount of the capital. The responsibility lies with the company with its property, not with the partners. The only exception is the partner participating in a guarantee, who also undertakes to pay to third parties to pay if the debts of the company so require up to the amount of his contribution.

1.WHAT ARE THE ADVANTAGES AND WHAT THE DISADVANTAGES OF THE P.C. COMPANY?

ADVANTAGES

1) The Law does not specify a specific amount of capital for their constitution. Thus a Private Capital Company may be constituted with a minimum capital of one (1) euro only. Automatically, the capital raising tax paid to the competent tax office at the establishment of the company is limited to one minute of the euro.

2) The fees for establishment and operation are much smaller than the respective fees for the establishment of GP, LP, LLP and SA. It is only mandatory to pay the registration fee to G.C.R. (10 euros), the registration fee to the Chamber and the company registration bill (approximately 70 euros). There is no obligation to publish the amendments to the Articles of Association in the Official Gazette. All amendments are published through GEMI or the corporate website, which means less cost.

3) The company's articles of association may also be drafted in a private document, without the need for a notary's assistance, which is mandatory in SA. and L.L.P. That is, there are no expenses of a notary, which are significant costs, not only during the constitution, but also during the amendment of the statutes. Exceptionally, P.P.C. is recommended by a notarial deed in the specific cases specified by the Law or by a contribution to the asset company.

4) The new Unified Social Insurance Fund (EFKA) is compulsorily subject to the partnerships of the personal companies (GP, LP) and the limited liability companies (LLP), as well as the members of the Board of Directors of S.A. whereas, participating in the capital of SA with at least 3%. On the contrary, for ICE partners, the insurance is optional, while only the LLC manager, designated by the statutes or by decision of the partners, is obligatory insured. In the case of a one-person IKE, the only partner who is usually the manager of the company is insured.

5) In the G.P. and the L.P. the partners guarantee with their own individual assets (mobile or immovable) for the financial obligations of the company (eg home of a partner). On the contrary, in LLP the partners are not responsible for their personal assets for the debts of the company. Consequently, LLP or corporate obligations is only responsible for the company with its assets and not with the assets of the partners.

6) Decision making in a company requires a double majority. That is, if the partners are five, the three must agree and at the same time the three of them hold more than 51% of the company. This makes it difficult for the company to operate, and often the absence of a partner may block decision-making. In Private Capital Companies, such an obstacle does not exist. Anyone with the largest corporate share is also making decisions.

DISADVANTAGES

Disadvantages of the private capital company are mainly encountered in tax and tax matters.

1) PCP have the accounting obligations of a public limited company, ie double-entry bookkeeping, balance sheet preparation, maintenance of the fund of the company. These obligations entail more work for the company's accountant and consequently higher costs. On the contrary, omnormate and limited partnerships generally (generally) copy books (revenues and expenses) with lower accounting costs.

2) PCP are taxed exactly like S.A.s and L.L.P.s and companies in general with duplicate books and the total tax burden is higher than the GP and the SP.

2. AMOUNTS NEED TO COOPERATE TO ESTABLISH A P.C. COMPANY?

The private capital company is recommended by one or more natural or legal persons (founders). However, one person is natural or legal (one-person PCC). In this case, the name of the sole partner is disclosed to GEMI. Natural persons must have reached the age of 18 (18) of their age (in accordance with Article 127 of the Civil Code, as amended by Article 3 of Law 1329/83). Participation of a minor in the establishment of the PCC it is only allowed after legal permission.

3. WHAT ARE THE KEY CHARACTERISTICS OF THE COMPANY?

The PCC is a capital with legal personality and is commercial even if its purpose is not a commercial enterprise. It is solely responsible for its property for corporate obligations, with the exception of the liability assumed by the partner with guarantee contributions (Article 43 (2) and Article 79). The capital of the IKE is determined by the partners without limitation. It may even be zero. However, the participation of partners and the acquisition of shares with other types of contributions other than capital (Article 77) may also be obtained: the ex-capitals (Article 78) and the guarantees (Article 79) whose value may not exceed 75% the amount of the liability assumed by the partner towards the creditors of the company. Other key features:

1 Its fixed term (12 years, although the failure to indicate the duration is not a reason for the company's invalidity).

2.Without prejudice to Article 79 of Law 4072/2012, corporate liability is the responsibility of the company only with its assets.

3.The publicity of the company is either on the web site or at G.C.R, without the need for publication in the Gazette / S.A.-LLP & GCR.

4.Contributions may be capital, that is to say, in our known capital, but also in extra-fund or guarantee, that is to say, items that are not subject to valuation.

5. It is noted that PCC is recommended by a private document, unless the type of notarial act is provided by a special legal provision or contribution to the asset company.

6.In order to enhance its flexibility, the law allows decision-making of partners both inside and outside the assembly.

7.The meeting is convened by the administrator 8 days prior to the meeting and the partners are even informed via email.

8.The publication of the financial statements of IKE is carried out exclusively through GCR. and the company's website. The distribution of profits to the partners follows the creation of a reserve.

9.Article 103 specifies the reasons why the PCC can be resolved. Among which is the cancellation of the company and the possibility of a judicial solution if found without capital shares. It should be noted that the law does not provide for its termination by denunciation of one of the partners or by a court order for a significant reason, except in the case of the absence of a capital contribution share.

10.It is explicitly stipulated that the partners with guarantee contributions continue to be liable for three years after the company's dissolution of the debts.

4. WHAT ARE CAPITAL CONTRIBUTIONS?

Capital contributions are contributions in cash or in kind that form the capital of the company. Increase or decrease of corporate shares corresponding to capital can only be done by raising or decreasing capital, which is paid in full upon the establishment of the PCC. or when it is increased.

5. WHAT ARE THE EXTERNAL CONTRIBUTIONS?

"Extra-fund contributions" consist of benefits that can not be the subject of a capital charge, such as claims arising from a performance obligation or service. These benefits must be specified in the Articles of Association and executed for a fixed or indefinite period. The value of these contributions, either at the company's establishment or later, is specified in the Articles of Association.

6. WHAT ARE GUARANTEED CONTRIBUTIONS?

It is the contributions consisting in taking responsibility towards third parties for the debts of the company up to the amount stipulated in the Articles of Association. The value of each guarantee levy is specified in the Articles of Association and may not exceed seventy-five percent (75%) of the amount of the liability.

4. WHAT IS THE MINIMUM AMOUNT NEED TO ESTABLISH A L.L. COMPANY?

It is no longer required to pay capital (capital contribution) for the establishment of the PCC.

5. 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 founding partners.

6. WHERE DO YOU RECEIVE TO SET UP A P.C. COMPANY?

At the One-Stop Service. 

7. WHAT WILL I NEED TO PAY FOR THE P.C. 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.

The fee for the Attorney Provident Fund, amounting to € 5.80.

The fee for the Fund, which amounts to 0.5% of the capital (capital contributions) if it is created by a private agreement. If it is recommended by notary, the percentage varies and more information will be provided by the certified notary

8. OTHER ECONOMIC CHARGES?

Notary fees Note (if PCC's recommendation is notorious). : It is 44.02 euros for the drafting of the contract plus 6 euros 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 Lawyer's fee, if present. The fee is freely formed, is collected by the lawyer himself and is not part of the Single Recommendation Bill.

Annual fees for the General Commercial Register Assistance 100,00€ ( 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.

9. HOW IS PAYMENTS?

The payment of the Amount of the Uniform Composition Bill and other payments on behalf of third parties or for copies and attestations 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 G.C.R. 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.

10. 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.

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

You have decided on some basic facts about your company, which should be included in your statutes.

1.The name, address, and any e-mail address of the partners. If the company is set up as a single person, the name of the sole partner is made public by GCRI. (Article 43 (4))

2. The business name (Article 44)

3.The registered office of the company, its purpose, its capacity as a Private Capital Company Contributions by partners by category of contributions and their value (Articles 77 to 79)

4.The capital of the company, the total number of company shares.

5. The initial number of shares of each partner and the type of contribution they represent the manner in which the company is managed and represented (Articles 55 to 64)

6.The duration of the company (Article 46). It should be noted that if the statutes do not specify a term, the company lasts twelve years from its establishment.  

Also, agreements between the partners on additional contributions, other benefits which are not cash or in kind contributions, prohibition of competition with partners, prohibition on the transfer of the company's share, withdrawal of shareholders, dissolution of the company for reasons which are not provided for by law, may be included in the company's statutes in order to be valid. Statutes may also include provisions for management control. For all this you can go to a lawyer or a notary, since each company has its own needs and possibly your advice is necessary.

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 tax-aware. In particular, all the founders / members and the L.L.C. manager (s) should be aware of the tax. 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..

12. 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. 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.

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

The founders of the company or the representative thereof to submit documents to the One Stop Shop designate a bank account in which deposited the amounts refunded, if the formation of the company is not complete.

Additionally applicants setting up a company and registration in G.C.R., or a third party authorized for this, complete and submit to One Stop written order and authorization (model A of the K1-1084 / 24.05.12) to the One Stop Service to take the necessary steps to set up the company in accordance with the provisions of Law 3853/2010. By granting the mandate presumed consent of the founders of the company being established to search and download from the One Stop Shop of licenses and certificates, which are necessary for the formation of the company. This instruction includes and integrates the following applications:

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

2.Application for registration in the relevant Chamber

3. Application Form to G.C.R.

4.Application for Granting Tax Identification Number, the founders of the company and do not have in the company after its creation Appointment of a founder's Tax Return

5. Application of a founder's Tax Return Form if it is not presented
6. Application for sending notice to the responsible in case insurers recommendation of Private Capital Company and mission of partner data and / Administrator / s in the case relevant social security bodies

14.WHAT IS THE PROCESS TO SET UP A P.C. 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 LLP (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

15.DO YOU NEED TO APPLY TO EFKA? WHAT I NEED TO DO IN ORDER TO APPLY TO THE EFKA?

The obligatory insurance of the EFKA includes: The managers of PCC defined by statute or by decision of the partners and the sole partner of one-person PCC The other partners of PCC OCCUPIALLY fall under the EFKA insurance. The One Stop Service sends a notice of the recommendation of the ICE to the competent insurance providers as well as the details of the partners and the manager (s).

16. HOW LONG IT TAKES TO SET UP A L.L.. COMPANY IN GREECE?

It  takes from 7 days to 1 month.

17 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 P.C.C. 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.

18.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.