The system of law in the Greek jurisdiction is based on civil law, with legislation as the primary source and a highly codified framework. The primary sources of law in the Greek legal system are: Constitution, formal laws, legislative instruments, regulatory presidential decrees and administrative acts. As an EU Member State, EU law has primacy over conflicting national provisions within EU‑competence areas.

As regards the role of case law, it is noted that judicial decisions are influential but not a formal source of law – case‑law is considered at most an indirect source of law.

In Greece, businesses can operate through the following spectrum of vehicles/ legal forms:

1) Sole proprietorship (“Atomiki epihirisi”)

There is no legal personality separate from the owner; the owner has unlimited personal liability.

2) Partnerships (personal companies)

A. General partnership (“Omorrithmi Eteria”)

The General Partnership has separate legal personality and all partners have joint and unlimited liability for partnership debts.

B. Limited partnership (“Eterrorithmi Eteria”)

There should be at least one general partner with unlimited liability and one limited partner with liability capped to its respective contribution.

C. Limited partnership by shares (“Eterrorithimi kata metohes eteria”)

It is a variant of the limited partnership where partnership interests are represented by shares.

3) Capital companies (limited liability)

A. Private Company (“Idiotiki Kefalaiouhiki Eteria”)

It is a limited liability capital company, with a very flexible structure, and no minimum capital requirements.

B. Limited Liability Company (“Eteria Periorismenis Efthinis”)

It is a classic vehicle for small and medium sized enterprises. It has limited liability and manager‑led governance, as well as no minimum capital requirements.

C. Société Anonyme (“Anonimi Eteria”)

It is the standard corporate form for larger or investor‑backed businesses. It has a board of directors andis preferable in terms of debt and equity financing.

4) Civil‑law vehicles commonly used by professionals & non‑profits

A. Civil (non‑commercial) partnership (“Astiki Eteria”)

A contract‑based partnership under Arts. 741–784 of Greek Civil Code. It is frequently used by professionals or project‑based ventures and can operate for‑profit or non‑profit.

B. Civil non‑profit company (“Astiki mi kerdoskopiki eteria”)

A non‑profit variant under Arts. 741–784 of Greek Civil Code. It is widely used mainly for cultural, educational and social purposes. No profit is distributed to its members.

6) Branches of foreign entities

Branches do not have a distinct legal personality but they constitute both financially and legally, dependent departments of the foreign entity. Their activities are performed in the name and on behalf of the foreign company.

Non‑domestic entities may execute isolated or cross‑border transactions without setting up in Greece. However, to carry on business on a continuing basis within Greece they must either register a branch with Greek General Commercial Registry or incorporate a local subsidiary, subject always to the specific regime governing the particular business.

 

Yes, minimum capital requirements vary by corporate legal form.

• Sole proprietorship: No minimum capital
• General partnership: No minimum capital
• Limited partnership: No minimum capital
• Private Company: at least €1
• Limited Liability Company: No statutory minimum capital; it is freely determined by the partners. In any case the nominal value per capital part should be at least €1
• Société Anonyme: €25.000 minimum share capital
• Civil partnership / Civil non‑profit company: No minimum capital
• Branch of a foreign company: No share capital

In Greece, company formations and branch registrations are completed electronically through the e‑YMS one‑stop service and recorded with the General Commercial Registry (G.E.MI.). The Private Company is the most accessible vehicle, requiring no minimum capital, no notarial deed, and registration with GEMI – typically completed within one to three business days online. The Société Anonyme and the Limited Liability Company can also be established through the e‑YMS one‑stop service by using the model articles – a notarial deed is required only in specific scenarios (e.g., in‑kind real‑estate contributions or custom-made articles). The General Partnership and Limited Partnership are established by a written partnership agreement registered with G.E.MI. A sole proprietorship is commenced online with the tax authority while foreign companies establish a local presence by registering a branch with G.E.MI..

The corporate vehicle of the Private Company is the most popular structure for new foreign investors due to its limited liability, €1 nominal minimum capital, fully digital formation and the possibility of participation in the company by the provision of alternative forms of contributions (e.g. apart from contributions in cash or in kind, partners can participate by offering their services/work or by undertaking to pay the debts of the company up to a specific amount). For larger, regulated or capital‑intensive projects, investors mainly elect the form of Société Anonyme due to its governance by a board of directors, its ability to issue different share classes and bonds, and investor familiarity. When a separate legal entity is not desired, many multinationals establish a branch to execute Greek operations.

In Greece, Société Anonymes are run by a Board of Directors, which manages and represents the company, while the General Meeting is the highest corporate body retaining the power to decide on every corporate matter (e.g. capital changes, directors’ election etc.). The decisions of the Board of Directors are typically adopted by simple majority, unless the Articles of Association stipulate a higher majority requirement..

Private Companies and Limited Liability Companies are manager led (e.g. by one or more administrators). Day to day business lies with the administrator(s), while the partners’ meeting adopts corporate resolutions.

In the General Partnership, all partners manage the company unless agreed otherwise. In the Limited Partnership, the general partner(s) manage while the limited partners do not, unless agreed otherwise. Unanimity applies by default for acts beyond ordinary management unless the partnership agreement provides for different rules.

A branch has no corporate bodies on its own; it operates in Greece through an appointed legal representative, while governance decisions remain with the foreign parent company.

Greek law imposes minimal requirements on the appointment of directors, managers, and shareholders across all corporate vehicles, with no nationality or residency restrictions applicable to any of them. A Société Anonyme (SA) must have a Board of Directors of at least three members, while a Private Company (PC) and a Limited Liability Company (LLC) require at least one manager — in all cases, directors and managers may be of any nationality and reside anywhere in the world. The one practical requirement common to all vehicles is that the directors and managers as well as the legal representative shall hold a Greek tax identification number. Directors and managers must not be subject to statutory disqualification or relevant criminal convictions.

On the shareholder and partner side, single-member companies are permitted for the SA, PC and LLC with no nationality or residency restrictions on ownership. General partnerships require at least two partners with unlimited liability, while limited partnerships require at least one general partner and one limited partner. Again, the shareholders and partners shall hold a Greek tax identification number.

Branches have no separate bodies but must appoint a Greek legal representative (with Greek tax ID/address for service).

The principal practical limitation on foreign ownership arises not from corporate law but from Foreign Direct Investment rules under Law 5202/2025 (as detailed in Question 33).

Foreign businesses looking to expand into Greece without incorporating a local entity or establishing a branch have several viable alternatives, primarily through contractual arrangements with intermediaries. The two most common structures are commercial agency and distribution/reseller agreements, each governed by a distinct legal framework.

1. Commercial Agency

Commercial agency in Greece is primarily governed by Presidential Decree 219/1991.

A commercial agent is a self-employed intermediary who has continuing authority to negotiate, and potentially conclude, contracts on behalf of the principal. The agent acts in the principal’s name and does not bear commercial risk for the transactions concluded.

Greek commercial agency law imposes mutual obligations of good faith and commercial reasonableness on both principal and agent, with the principal required to provide all information necessary for the agent to perform its duties. The agent is entitled to commission on transactions concluded during the agreement and on post-termination transactions primarily attributable to its efforts during the term. For indefinite-duration agreements, minimum notice periods apply and the principal’s notice period cannot be shorter than the agent’s.

The most significant protection for agents under Greek law is the right to an indemnity upon termination, which arises where the agent has brought in new customers or significantly increased business with existing ones, and the principal continues to derive substantial benefit from that business.

2. Distribution / Reseller Agreements

Unlike commercial agency, there is no specific statute governing distribution agreements in Greece. Distributors/resellers act in their own name and on their own account – they purchase goods from the supplier and resell them at their own risk. Distribution agreements are therefore governed by the general provisions of the Greek Civil Code and the Greek Commercial Code, alongside principles of contract law.

Key Characteristics:

• The distributor bears full commercial risk for unsold stock.
• The distributor is not entitled to statutory indemnity upon termination, unless this is expressly agreed.
• Pricing, territory, and exclusivity are matters of contractual freedom, subject to competition law constraints.

Distribution agreements must comply with EU competition law (Articles 101–102 TFEU) as well as Greek competition law under Law 3959/2011 which mirrors EU rules.

Greece does not have a single corporate governance code applicable to all privately owned companies.

Law 4706/2020 (Corporate Governance Law), which introduced a comprehensive corporate governance framework, including mandatory Audit Committees, Internal Audit Units, board suitability requirements, Remuneration Policies, and a comply-or-explain Corporate Governance Code, applies exclusively to Societe Anonymes (SAs) listed on a regulated market. It has no mandatory application to privately held SAs or Private Companies (PCs).

For privately held SAs, the primary governance framework is Law 4548/2018, which sets out mandatory rules on: the composition and duties of the Board of Directors (minimum composition of three members), duties of care and loyalty, conflict of interest disclosure, related party transactions, shareholder rights and General Meeting procedures, and financial reporting and filing obligations with the General Commercial Registry (GEMI). Statutory audit applies where the company exceeds specific size thresholds.

For PCs, the framework is considerably more flexible, with governance arrangements largely left to the articles of association. Management may be vested in one or more managers, there is no requirement for a board, and no supervisory or audit committee is mandated. Statutory audit obligations apply above the same size thresholds as for SAs.

Nonetheless, standards set by L.4706/2020, while not legally mandatory, are increasingly treated as a benchmark of good governance in practice, particularly for companies backed by private equity, subsidiaries of listed groups, or businesses preparing for a future listing or significant financing transaction. There is nothing preventing a non-listed SA from voluntarily adopting some or all of the governance standards introduced by Law 4706/2020

Both SAs and PCs may be provided with working capital through equity injections (share capital increases by cash or contributions in kind), shareholder loans, third-party bank financing. A notable feature of the PC is the availability of guarantee contributions, whereby a partner guarantees the company’s liabilities up to a specified amount without an immediate cash outflow. Shareholder and intra-group loans must be priced on arm’s length terms in compliance with Greek transfer pricing rules.

One significant distinction between the two forms is that only an SA may issue bonds and hence utilize the mechanics and benefits of a convertible bond loan.

Distribution of dividends remain the primary and most straightforward mechanism for returning value to shareholders/partners in both SAs and PCs.

An SA must distribute a minimum mandatory dividend equal to at least 35% of net profits after the formation of the statutory reserve, unless the General Meeting resolves otherwise by a qualified majority. The Annual General Meeting approves the distribution of dividends upon review of the annual financial statements. Dividends may only be distributed out of realized profits.

In PCs, profit distributions are resolved by the Partners’ Meeting. There is no statutory minimum distribution requirement, giving partners full flexibility on timing and amount.

Alternative method for return of proceeds to the shareholders/partners is the share capital reduction. Such reduction in a SA requires a resolution of the General Meeting by enhanced quorum and majority, followed by publication formalities. Where the reduction involves a return of capital to shareholders (as opposed to a reduction to set-off losses), creditors have a statutory right to object within a prescribed period and demand security for their claims before the reduction becomes effective. A capital reduction in a PC similarly requires a Partners’ Meeting resolution and registration with GEMI. The same creditor protection mechanism applies, entitling creditors to object to a return of capital that may prejudice their claims.

For SAs, the law establishes a tiered system of quorum and majority requirements for General Meeting resolutions, depending on the significance of the decision:

Ordinary resolutions (e.g., approval of financial statements, dividend distribution, election of board members, appointment of auditors) require:

First call: A quorum of at least 20% of paid-up share capital; decisions are adopted by an absolute majority of votes represented at the meeting.
Second call: No quorum requirement; decisions are adopted by an absolute majority of votes represented.

Enhanced quorum and majority resolutions are required for fundamental corporate decisions, including changing the company’s nationality, altering the core object of the company, or increasing shareholder liabilities, amendments to the articles of association, share capital increases or reductions, issuance of bonds, mergers, demergers, conversions, and dissolution. Requirements:

First call: A quorum of at least 50% of paid-up share capital; decisions adopted by a two-thirds majority of votes represented.
Second call: A quorum of 33,33%; decisions adopted by a two-thirds majority of votes represented.

The articles of association may provide for higher quorum or majority thresholds than the statutory minimums, but may not provide for lower ones.

The PC operates with considerably greater flexibility. Decisions of the Partners’ Meeting are generally adopted by a majority representing more than 50% of total contributions (simple majority), unless the articles of association or the law require a higher threshold.

Decisions requiring a higher majority (as specified in the articles or by law) typically include amendments to the articles of association, capital increases or reductions, conversion, merger, and dissolution.

In SAs shareholders have no statutory right to issue binding instructions to the Board of Directors, which manages the company independently and owes its duties to the company rather than to its shareholders. The law however provides to the Shareholders the option to appoint directly the BoD members of their election.

Shareholder influence is exercised indirectly — through the election and removal of board members and the exercise of General Meeting powers or the the right to claim damages against members of the Board of Directors — but does not extend to directing management decisions. Shareholders’ agreements are commonly used in practice to align governance outcomes, but these bind only the parties inter se and cannot override the statutory allocation of powers between the General Meeting and the board.

Minority protection rights are available under Greek law in both forms as a counterweight to majority shareholder influence.

P.D. 62/2025 is the core Code of Individual Labor Relations codifies and incorporates the majority of labor law provisions in Greece. Minimum wage is defined by L. 4172/2013 article 103 and the each time applicable  Ministerial Decision, (currently Ministerial Decision 8934/2026 according the national minimum wage is at EUR 920 gross per month).

Termination process depends on the type of the employment agreement (i.e. indefinite term – definite term). In relation to the indefinite term employment agreements, For the termination (by the Employer) of an indefinite term employment agreement, two basic requirements must be met.  Firstly, this must be provided in writing (termination document- standard form in Greece) and secondly, the Employer must pay the termination indemnity provided by the law on the termination day (P.D 62/2025 articles 331 and onwards. On the other hand, a definite term employment contract may be terminated at any time and before its agreed expiry for serious cause (Greek Civil code article 672). As far as collective redundancies is concerned, there is specific legal processes and thresholds as defined in article 352 and onwards of P.D. 62/2025.

The legal framework in relation to collective employment relationships is defined in Book II, Part A of P.D. 62/2025.

Greece maintains a comprehensive anti-bribery and anti-corruption framework, primarily grounded in the Greek Penal Code (as codified by Law 4619/2019) and complemented by sector-specific legislation and anti-money laundering rules. The framework criminalizes both active and passive bribery in the public and private sectors, trading in influence, and bribery of foreign public officials, reflecting Greece’s implementation of major international and EU anti-corruption instruments, including the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Enforcement is carried out by specialized prosecutors, including the Economic Crime Prosecutor’s Office and the Financial and Economic Crime Unit.

Regarding corporate liability, Greek law does not provide for full corporate criminal liability in the same manner as certain other jurisdictions. However, legal persons may be subject to administrative liability and sanctions in connection with corruption offences. Individual criminal liability of directors and officers acting on behalf of a legal person remains the primary enforcement mechanism.

The regime may have extraterritorial reach where conduct abroad is connected to Greece, Greek legal entities, or Greek nationals, or where offences affect the financial interests of the EU. Greek law covers, for instance, bribery of foreign public officials in international business transactions, aligning domestic enforcement with cross-border anti-corruption standards. Companies operating internationally are therefore expected to implement group-wide anti-corruption controls and compliance programs that extend beyond purely domestic operations.

Economic and financial crimes in Greece are regulated through a combination of the Greek Penal Code, special criminal statutes (including the AML Law 4557/2018, Law 4174/2013 on the Tax Procedures Code, and market abuse legislation implementing EU MAR/MAD), and procedural rules governing financial and economic crime investigations. These laws cover, among other things, fraud, embezzlement, corruption, tax offences, market abuse, and offences against the financial interests of the EU. Prosecution is conducted under the supervision of the public prosecutor, with specialized financial and economic crime prosecutors empowered to investigate complex and cross-border matters.

As a general rule, Greek law does not impose a universal obligation on all private parties to report economic crimes. However, specific reporting obligations apply in circumstances such as:

• Obliged entities under AML legislation (Law 4557/2018), including financial institutions, are required to report suspicious transactions to the Hellenic Financial Intelligence Unit (HFIU);
• Under Article 37 of the Greek Code of Criminal Procedure, public officials and/or civil servants who become aware of criminal offences in the exercise of their duties are obliged to report them to the competent prosecutor;
• The whistleblowing framework (Law 4990/2022) establishes protected internal and external reporting channels and legal protections for individuals reporting breaches of EU law and certain domestic violations in relevant areas.

Failure to comply with applicable reporting duties may give rise to administrative or criminal liability, depending on the circumstances and the regulated status of the entity or individual involved.

Money laundering and terrorist financing in Greece are primarily regulated by Law 4557/2018, as amended, which transposes the EU Anti-Money Laundering Directives (AMLD, as amended and currently in force) and generally aligns Greek law with FATF standards. The framework establishes detailed obligations for “obliged entities”, including financial institutions, credit institutions, investment firms, and certain designated non-financial businesses and professions (such as lawyers, notaries, accountants, and real estate agents), relating to customer due diligence, beneficial ownership identification and registration, transaction monitoring, record-keeping, and the reporting of suspicious transactions to the Hellenic Financial Intelligence Unit (HFIU). Supervisory responsibility is distributed across multiple competent authorities depending on the sector, including the Bank of Greece (for credit institutions), the Hellenic Capital Market Commission (for investment firms), and professional bodies for certain non-financial professions.

The regime is both preventive and punitive, providing for significant administrative sanctions and criminal penalties, including imprisonment, for violations of AML/CFT obligations and for the underlying offence of money laundering.

The regulatory landscape is being further reshaped by the EU’s new AML/CFT legislative package, formally adopted in 2024, which consists of: (i) the EU AML Regulation (Regulation (EU) 2024/1624), which will be directly applicable in all Member States from July 10, 2027; (ii) the Sixth AML Directive (Directive (EU) 2024/1640), which Member States must transpose by July 10, 2027; and (iii) the AMLA Regulation (Regulation (EU) 2024/1620), establishing a new EU supervisory authority (AMLA) with direct supervisory powers over certain high-risk obliged entities from 2028. Entities operating in Greece are accordingly expected to monitor and prepare for these forthcoming changes while maintaining robust, risk-based AML/CFT compliance programs consistent with current requirements.

Greece does not have a standalone national statute in this regard. Supply chain related human rights and related protections are generally addressed through a combination of general labour law, criminal law provisions on trafficking in persons and forced labour, as well as EU-derived human rights obligations.

Annual financial statements for both SAs and PCs are prepared in accordance with Greek Accounting Standards (Law 4308/2014) or, where applicable, IFRS (mandatory for listed SAs; optional for larger non-listed entities). The financial statements must include a balance sheet, profit and loss account, and — for larger entities — an annex and a management report.

Statutory audit is mandatory for both SAs and PCs that exceed specific size thresholds. Where required, the audit must be conducted by a certified auditor or audit company registered with the Institute of Certified Public Accountants of Greece (SOEL). Smaller entities falling below the thresholds are exempt from mandatory audit.

Annual financial statements must be approved by the Annual General Meeting (for SAs) or the Partners’ Meeting (for PCs) within six months of the end of the financial year. For SAs, the Board of Directors is responsible for preparing and submitting the financial statements to the General Meeting for approval. Following approval, the financial statements — together with the auditor’s report and the management report, where applicable — must be filed with the General Commercial Registry (GEMI), where they are publicly accessible. This filing obligation applies to both SAs and PCs regardless of size, ensuring a baseline level of transparency for all companies of both forms.

The principal annual requirement for both forms is convening the Annual General Meeting / Partners’ Meeting within six months of the end of the financial year, with minimum agenda items: i) approval of the annual financial statements and management report; (ii) distribution of profits and declaration of dividends; (iii) discharge of board members from liability in respect of the financial year under review; (iv) election or re-election of board members and auditors where their term has expired. For SAs, the Board of Directors must prepare the annual financial statements and a management report in advance of the meeting, and these must be made available to shareholders within the statutory notice period.

Following the Annual General Meeting, both SAs and PCs must file the approved financial statements, the minutes of the meeting, and – where applicable – the auditor’s report with GEMI within the prescribed deadlines.

Any changes to the company’s registered particulars occurring during the year — including changes to board composition or management, amendments to the articles of association, changes to registered address, or capital changes — should also be registered with GEMI promptly as they arise, given that such changes only become effective against third parties upon registration.

Both SAs and PCs are required to hold an annual meeting of their shareholders or partners, as already mentioned in Questions 21 and 22.

Yes. Greece has implemented the EU’s beneficial ownership transparency requirements through Law 4557/2018, establishing a mandatory Central Beneficial Ownership Registry maintained by the Ministry of Finance.

Both SAs and PCs, along with all other legal entities incorporated in Greece, are required to identify, record, and register their ultimate beneficial owner(s) (UBOs) in the Registry. A UBO is defined as any natural person who ultimately owns or controls the entity, with ownership or control being presumed where a natural person holds, directly or indirectly, more than 25% of the shares, voting rights, or ownership interest. Where no natural person can be identified on this basis, the senior managing official(s) of the entity must be registered as UBO(s).

The registration must be completed upon incorporation and updated within 60 days of any change in UBO information.

Failure to comply with registration and update obligations may result in administrative fines and, in serious cases, criminal liability for the company’s management.

Greek tax resident taxpayers are in principle subject to income tax in Greece for their worldwide income, while non- Greek tax resident ones are taxable only for their locally sourced income (e.g., passive income in the form of dividends, interest, or royalties).

Pursuant to Law 4172/2013 (i.e., the Greek Income Tax Code) Greek tax resident legal persons and legal entities, as well as the permanent establishments of non-Greek tax resident companies are subject to corporate income tax. The standard corporate income tax rate is currently 22% (a 29% corporate income tax rate applies to certain credit institutions). The taxable business profits of the taxpayer form the basis for the imposition of corporate income tax. Said business profits are derived from the total business income less tax-deductible expenses (e.g., operating expenses, tax depreciation, and bad debt provisions) on an accrual basis. Conditions apply for the tax deduction of expenses and the utilization of tax losses.

Income of any kind earned by taxable legal persons and legal entities is considered as business income which would be subject to corporate income tax in Greece, per the above, unless explicitly and specifically exempted. Law 4172/2013 provides for a wide participation exemption regime for inbound dividend and capital gains income, under certain conditions. Said regime was recently extended also to third state participations.

Shipping activities may qualify for taxation under the Greek tonnage tax regime (instead of corporate income taxation), subject to specific regulatory requirements.

Besides corporate income taxation, other taxes might be relevant for businesses operating in Greece. Among such, VAT might be imposed on the supply of goods or services at the relevant rates (6%, 13%, or 24%). The Digital Transaction Duty is also imposed (mainly at rates of 1.20%, 2.40% or 3.60, depending on the case) on the value of the specific acts and transactions that are explicitly provided in Law 5177/2025 (e.g., certain corporate loans, transfers of business, etc.); the said Duty is imposed regardless of the place where the transaction was carried out or the place of conclusion or execution of the contract, to the extent that one of the parties is Greek tax resident (or a Greek permanent establishment of a foreign entity).

Other taxes include, but are not limited to, the capital duty (imposed at 0.2% rate on share capital increases), as well as certain real estate related taxes (e.g., the Real Estate Transfer Tax which is usually imposed at a 3.09% rate upon the transfer of real estate ownership or similar rights, as well as the Unified Real Estate Tax, and the Special Real Estate Tax, which may be imposed to the owner of Greek real estate property).

The Greek tax legislation provides for certain tax incentives, which are designed to serve specific policy objectives and in particular to foster investment in innovation, promote equity based employee participation, and strengthen employment creation. The following (non-exhaustive) examples illustrate Greece’s policy objective to support business activity in a sustainable and growth oriented manner.

• Incentives for Research and Development (R&D): Law 4172/2013 introduced special rules for the a “super-deduction” of R&D expenses (including, for instance, depreciation of research related equipment and instruments). Eligible R&D expenses may benefit from a 100% super-deduction. This might be further increased to 150% in certain cases (e.g., where R&D services are procured from start ups, university research centers, etc.). Substantial and procedural conditions apply in all cases. R&D expenses incurred by small or medium-size enterprises (SMEs) may enjoy more increased deductions. Besides the above, tax deferral may be provided, under conditions, for income stemming from internationally recognized patents (100% for the first three years, while for the next seven years income taxation may be partly deferred by 10%). Corporate income tax is due upon distribution or capitalization of the amounts that enjoyed the deferral.
• Preferential tax treatment for stock options and free-share plans: The benefit realized by employees (or shareholders) due to the exercise of stock option rights at preferential terms or the acquisition of free shares might enjoy taxation as capital gains (generally at a 15% rate). Such tax treatment is preferential as compared to the employment tax one that would otherwise apply. Certain conditions apply (e.g., a minimum 24-month retention period for stock options). Newly established SMEs’ employees might enjoy reduced rates (5%).
• Other incentives in Law 4172/2013: Law 4172/2013 provides certain other tax incentives aiming to incentivize the employment individuals that have been unemployed for a long period, environmentally friendly upgrades, the listing on the stock exchange for SMEs, and others.

Greece also has recently enacted tax measures aiming to incentivize the operation of family offices through rules creating tax certainty as regards transfer pricing and tax residence considerations.

Law 89/1967 also provides an advantageous framework for the establishment of branches or subsidiaries for the provision of intra-group services (e.g., call centers, R&D, etc.). Again, rules creating tax certainty as regards transfer pricing are among others provided, under conditions.

Specific sectors might enjoy special tax benefits, subject to relevant conditions being met (e.g., the special tonnage tax regime for shipping activities, tax deferral for technical projects executed outside of Greece).

In addition, specific developmental laws aiming to incentivize strategic investments provide for tax incentives (e.g., stabilization of income tax rate for 12 years, certain tax exemptions, 100% acceleration of the tax depreciation of fixed assets) for types of investments that exceed specific budget thresholds and relate to specific sectors (e.g., green economy, innovation, technology), aiming to strengthen the Greek economy.

Last, the Greek legislation (Law 5162/2024, Law 4935/2022) provides also for certain tax incentive rules aiming to facilitate corporate transformations (e.g., mergers, demergers, conversions). These rules might provide exemptions from direct and indirect taxes, and other incentives to enable the tax neutrality of the transformation, under conditions. Also, additional incentives could be available to SMEs that are subject to corporate transformation (e.g., partial exemption from corporate income tax for a certain period).

Withholding taxes (WHT) may apply on specific types of payments sourced from Greece. Dividends distributed by Greek tax resident legal persons and legal entities are subject to a withholding tax of 5%, while interest payments (except for narrowly defined cases) are subject to a 15% WHT rate. Royalties trigger WHT at a 20% rate. Double tax treaties concluded by Greece and the jurisdiction where the recipient is tax resident might reduce the rates mentioned, while the European Union’s Parent & Subsidiary or Interest & Royalties Directives might exempt from WHT the relevant payments, under conditions.

20% WHT may apply on management fees, fees for consulting or technical or similar services, but various exemptions apply under domestic law. Fees for the execution of certain technical construction projects are subject to WHT at a 3% rate. Certain transactions with government bodies, as well as specific other categories of payments may also trigger WHT implications.

Inflow of capital to Greece might trigger certain taxes. Equity injections to the share capital of a Greek company (or a permanent establishment of a third state entity) may result in the imposition of capital duty at 0.2%. An additional 0.1% duty in favor of the Greek Competition Committee applies for Greek companies with a Societe Anonyme (SA) form.

Debt funding might trigger the Digital Transaction Duty (e.g., in case of corporate loans or cash facility payments) or the contribution of L. 128/1975 (in case of banking loans). Certain exemptions might apply (e.g., for bond loans issued by Greek SAs which do not attract Digital Transaction Duty imposition).

The previously mentioned Digital Transaction Duty is imposed on specifically listed transactions, among which also the transfer of a business. The said Duty is also imposed on corporate loans but the amount due is capped at €150,000 while, as noted, exemptions also apply (e.g., for bond loans).

The transfer of listed companies might trigger sales tax at a 0.1% rate, while the transfer of real estate properties might trigger Real Estate Transfer Tax (typically at a 3.09% rate).

The special tax incentive rules aiming to facilitate corporate transformations might provide exemptions from certain direct and indirect taxes under conditions

Public takeover rules apply exclusively to listed SAs and are not relevant to privately held SAs or PCs. Greece has implemented the EU Takeovers Directive (Directive 2004/25/EC) through Law 3461/2006, which governs mandatory and voluntary public offers for companies whose shares are admitted to trading on a regulated market in Greece, the Athens Stock Exchange (ATHEX).

The key requirements under Law 3461/2006 are as follows. A mandatory takeover bid is triggered when a person (or persons acting in concert) acquires shares carrying 33% or more of the voting rights in a listed SA, at which point they are obliged to launch a public offer for all remaining shares at a fair and reasonable price.

The offer is supervised by the Hellenic Capital Market Commission (HCMC), which reviews the offer document, monitors compliance, and has the authority to grant exemptions in specified circumstances.

Squeeze-out and sell-out rights are trigerred once an offeror reaches 90% of voting rights, allowing the offeror to compulsorily acquire remaining shares and minority shareholders to require the offeror to purchase their shares, both at the equitable price.

For privately held SAs and PCs, there are no equivalent public takeover rules. Share transfers and changes of control in these entities are governed by the articles of association, any applicable shareholders’ or partners’ agreement, and the general provisions of Law 4548/2018 and Law 4072/2012 respectively – including any pre-emption rights, consent to transfer requirements, or tag-along and drag-along provisions that the parties have contractually agreed.

Yes. Greece operates a mandatory merger control regime administered by the Hellenic Competition Commission (HCC) under Law 3959/2011. Concentrations meeting the applicable thresholds must be notified to and cleared by the HCC prior to implementation — gun-jumping (implementing a transaction before clearance) is prohibited and may result in significant fines.

Greek merger control thresholds are triggered where: (i) the combined aggregate turnover of all undertakings concerned exceeds €150 million in Greece in the last financial year; and (ii) at least two of the undertakings concerned each have a turnover exceeding €15 million in Greece in the last financial year.

Transactions that meet the thresholds of the EU Merger Regulation (139/2004) and thus have an EU dimension are instead notified to the European Commission and fall outside the HCC’s jurisdiction under the one-stop-shop principle, unless the Commission refers the case back to the HCC.

Upon notification, the HCC conducts a Phase I review to determine whether the concentration raises competition concerns. If concerns are identified, the HCC may open a Phase II in-depth investigation. The HCC may clear the transaction unconditionally, clear it subject to conditions and obligations (typically structural or behavioral remedies), or prohibit it. The parties may offer commitments to address competition concerns at either phase.

Greek law does not impose a freestanding obligation to negotiate in good faith in M&A transactions. However, under Article 197 of the Greek Civil Code, parties in pre-contractual negotiations must act in accordance with good faith and business ethics. A party that negotiates without genuine intent, or that walks away in bad faith after inducing reliance by the counterparty, may face pre-contractual liability for wasted costs and expenditure.

Where the transaction involves the transfer of a business or part of a business as a going concern (i.e., an asset deal structured as a transfer of undertaking), Presidential Decree 178/2002 applies and provides the following protections:

Automatic transfer of employment: All employment contracts and relationships existing at the date of the transfer automatically pass to the transferee. The transferee must maintain the employees’ existing terms and conditions of employment, including collective agreement rights, for a period of at least one year following the transfer.
Employees cannot be dismissed solely by reason of the transfer. Dismissals connected to the transfer are void unless justified on economic, technical, or organizational grounds entailing changes in the workforce.
Both the transferor and the transferee are required to inform and consult employee representatives (or, where none exist, the employees directly) before the transfer takes place. The information to be provided includes the date and reasons for the transfer, its legal, economic, and social implications for employees, and any measures envisaged in relation to employees. Where measures affecting employees are planned, consultation must be carried out in good time with a view to reaching agreement.

In a share deal, the employing entity remains legally unaltered; only the the shareholding structure changes. Accordingly, employment contracts are unaffected as a matter of law, as the employer entity is the same before and after completion. No automatic information and consultation obligation arises. However, where the acquirer plans measures affecting employees post-completion (such as redundancies, restructuring, or changes to terms and conditions), the general information and consultation obligations under Greek labor law will be triggered at that stage.

Since 23 May 2025, Greece runs a mandatory foreign‑investment screening regime under Law 5202/2025, which implements the EU framework in Regulation 2019/452 and allows clearance (with/without remedies), prohibition or reversal on security/public‑order grounds. The regime applies not only to non‑EU investors but also to EU vehicles ultimately controlled by third‑country persons or governments, and it captures both M&A and greenfield projects. Notification triggers hinge on the target’s activity and stake size: in sensitive sectors (e.g., energy, transport, digital infrastructure) filings are required from ≥25% (and again at specified step‑ups), while in highly sensitive sectors (e.g., national/cyber security, AI, critical port/sub‑sea assets, certain border‑region tourism infrastructure, defense) the trigger is ≥10% (with equivalent step‑ups). Portfolio investments lacking control and intra‑group restructurings are out of scope. Filings are made to the Ministry of Foreign Affairs (B1 Directorate) in the form and with the documentation set by Joint Ministerial Decision 64260/2025. Reviews are conducted in coordination with the EU cooperation mechanism, and decisions may impose mitigation with ongoing monitoring and penalties for non‑compliance.

Greece does not impose any exchange controls on capital movements, in line with the EU’s principle of free movement of capital under Article 63 TFEU, which allows cross-border payments, capital transfers, and currency transactions to flow freely, with no restrictions on the repatriation of profits, dividends, or liquidation proceeds by foreign investors. Investors are, however, subject to certain compliance and reporting obligations, including statistical reporting to the Bank of Greece, AML/KYC requirements under Law 4557/2018, tax reporting obligations (including under the DAC6 regime), and the full application of EU sanctions regimes.

 

Both SAs and PCs may be dissolved either voluntarily or involuntarily. Voluntary dissolution is initiated by a shareholder or partners’ resolution, following which one or more liquidators are appointed to collect receivables, settle liabilities, realize assets, and distribute any surplus to shareholders/partners. The process is registered with GEMI at each stage, and the company is formally struck off upon completion. Court-ordered dissolution is available in specific circumstances, including persistent failure to file annual financial statements or governance deadlock, and is followed by a judicially supervised liquidation.

Where the company is insolvent, the Greek Insolvency Code (Law 4738/2020) applies. The primary insolvency procedure is bankruptcy, involving a court-appointed administrator who realizes assets and distributes proceeds to creditors in statutory priority order. Law 4738/2020 also introduced modernized pre-insolvency restructuring tools, including an out-of-court workout mechanism and a court-supervised reorganization procedure, designed to rescue viable businesses as going concerns before formal bankruptcy becomes unavoidable