Project companies are typically incorporated by the sponsors undertaking the respective project in the form of sociétés anonymes (limited liability companies) and operate as special purpose vehicles (SPVs) with the exclusive purpose of implementing the relevant project. As a rule of thumb, the industry sector does not affect the ownership structure of such companies.

Greek corporate governance requirements under law 4706/2020 apply mandatorily to listed companies in Greece. Non-listed companies are generally subject to the governance framework under the Greek company law applicable to their corporate form (i.e. the société anonyme in case of project companies), as well as the provisions of their constitutional documents. While listedcompany rules on board composition, committees and disclosure do not apply to non-listed project SPVs, sponsors and lenders often adopt contractual governance standards (e.g., reserved matters, reporting and compliance undertakings) to ensure robust oversight consistent with financing requirements. 

From an accounting perspective, project finance structures are typically nonrecourse or limited recourse. As a result, especially in case of joint ventures, the project company may not be consolidated in a sponsor’s financial statements where the sponsor does not control the SPV; the assessment depends on the applicable accounting framework (e.g., IFRS or Greek GAAP), including control and de facto control analyses. Investors should therefore evaluate consolidation, equity method and offbalancesheet treatment by reference to the relevant accounting standards and the transaction’s governance and riskallocation features. 

Sponsors typically provide credit support to the project company through: (i) committed equity subscriptions in connection with share issuances; (ii) subordinated debt structured as bond loans issued by the project company and subscribed by the sponsors, including standby facilities; (iii) project dedicated letters of credit; (iv) in more limited cases, corporate guarantees to cover specific project risks whereby the lenders are unwilling to take the full responsibility; and (v) sponsor support agreements or letters of comfort under which the sponsors contractually undertake, in favour of the project financiers, to provide the required equity contributions, achieve specified completion milestones, and/or furnish operational support following completion.

Host governments may provide credit support in the context of concession projects and public private partnerships (PPPs), namely agreements between a public body and a private partnership under which the latter assumes a substantial share of the financing, construction, availability, or demand risk in return for consideration during the operational phase of the project. Such credit support may include a financial contribution by the contracting authority. In addition, public concession and PPP agreements typically allocate to the awarding authority the financial risk of defined events occurring during construction or operation, such as delay events (e.g., the finding of antiquities) or changes in law and require the authority to compensate the project company upon their occurrence.

Project financing in Greece has also been supported recently by funding deployed under the national recovery and resilience plan, “Greece 2.0,” established pursuant to Regulation (EU) 2021/241 creating the Recovery and Resilience Facility (RRF). RRF funds support “eligible” projects, namely, those relating to (a) green transition; (b) digital transformation; (c) innovation, research and development; (d) development of economies of scale through cooperation, mergers and acquisitions; and (e) export oriented growth, through grants and loans on favourable terms, including low interest rates. An eligible investment may be financed with RRF funds up to 50% of eligible costs; participating banks (which have entered into operating agreements with the Greek State) must fund at least 30%, and the project company must fund at least 20% via own funds. Investors have shown particular interest in green transition and digital transformation projects.

In a typical project financing, the security package comprises: (i) a pledge over the project company’s shares; (ii) pledges over intragroup loans extended to the project company; and (iii) pledge/assignment over the project company’s receivables and claims arising from bank accounts, core project documents (including the construction contract, the operation and maintenance agreement, and any concession agreement), insurance policies and proceeds relating to project risks. The project company may also grant a pledge over its movable assets (for example, equipment) and, where applicable, a prenotation of mortgage over real property owned by it. Where construction VAT is financed, the project’s lenders are typically assigned the claims to VAT refunds corresponding to the financed amounts.

Direct agreements are commonly used to govern the relationship between the project’s lenders and key counterparties of the project company, such as the awarding authority, the construction contractor, and the operator. These agreements provide a contractual framework for lender protections in the event of the project company’s default under the underlying project contracts and are intended to structure the actions and remedies available so as to mitigate the consequences of such default.

Following the enactment of Greek law 5123/2024, which recently amended the framework governing the creation and perfection of all types of pledges in Greece, all pledge agreements must (a) be executed either as private documents bearing a certain date or as electronic documents (i.e., executed with a qualified electronic signature or through a certain accredited Greek electronic platform) and (b) be registered with the Single Electronic Register of Pledges (the Register), which serves as the central digital registry for all pledge rights. Registration with the Register is not required where the pledge is established over claims arising from the pledgor’s bank accounts and the pledgee is the account bank with which such accounts are maintained.

Depending on the type of security granted, additional formalities apply to the perfection of a pledge agreement:

(a) Pledge over claims (e.g., claims arising from bank accounts, intragroup loans, project documents, insurance policies): the debtor of the pledged claim must be notified of the pledge, either by service of process through a court bailiff or by any electronic means constituting a “durable medium,” such as email. Notification is not required if the debtor is also the pledgee, the collateral taker (i.e. a collateral taker acting on behalf of other secured creditors), or otherwise a party to the pledge agreement.

(b) Pledge over shares or bond certificates (where the pledge secures claims arising from intragroup loans): for evidentiary purposes, the pledge should also be registered with the shareholders’ book or the bondholders’ registry, as applicable, and the share or bond certificates, as applicable, to the extent not dematerialised, should be duly annotated with the pledge.

With respect to the perfection of a prenotation of mortgage, in the case of a consensual prenotation, a lawyer’s act is stamped by the Court of First Instance in accordance with applicable law; in all other cases, a court decision is issued. In both cases, the lawyer’s act or the court decision must be registered with the competent cadastral office or land registry.

As a general rule, enforcement in Greece is a court-driven process. A secured creditor seeking to enforce over the project company’s assets must first obtain an enforceable title, namely a final or provisionally enforceable court judgment or a court payment order issued through a documentary, quasi judicial procedure without a hearing. The enforceable title must then be served on the debtor/project company by a court bailiff together with a payment order in respect of the due and outstanding secured claim. Following service, a statutory standstill of three business days applies. Upon its expiry, the enforcing creditor may proceed to seize the collateral and schedule a public auction, which is conducted electronically.

Enforcement of financial collateral falling within the scope of the Financial Collateral Directive is exempt from these procedural requirements. In addition, where a pledge is established pursuant to Legislative Decree of 17.7/13.8.1923, which applies to creditors that are duly licensed credit institutions operating in Greece, or where the collateral secures Greek law bond loans, no enforceable title is required and the three business day standstill does not apply.

In case of a pledge/assignment over the project company’s receivables and claims arising from bank accounts and contracts of the project company, the relevant pledgee may, upon the claim becoming due and payable, collect the monies due from the project company’s counterparty directly, without any judicial procedure.

Under Greek law, claims may rank as: (a) generally privileged, by operation of law (for example, claims relating to VAT and other taxes and claims of public law entities) (the Preferred Creditors); (b) specially privileged, namely secured by pledge or mortgage/prenotation of mortgage (the Secured Creditors); or (c) unsecured (the Unsecured Creditors). This ranking determines the allocation of auction proceeds from the liquidation of collateral as follows: (a) where all three classes concur, up to 25% is allocated to Preferred Creditors, up to 65% to Secured Creditors, and up to 10% to Unsecured Creditors; (b) where Secured and Unsecured Creditors concur, up to 90% is allocated to Secured Creditors and up to 10% to Unsecured Creditors; (c) where Preferred and Unsecured Creditors concur, up to 70% is allocated to Preferred Creditors and up to 30% to Unsecured Creditors; and (d) where Preferred and Secured Creditors concur, up to one third of the proceeds is allocated to Preferred Creditors and up to two thirds to Secured Creditors.

For financings entered into after 17 January 2018 that are secured by a pledge or mortgage over previously unencumbered assets, auction proceeds are applied first to employees’ claims (subject to a statutory cap), after which Secured Creditors are satisfied, effectively ranking ahead of all other creditor classes.

The same ranking rules apply in bankruptcy, subject to certain senior general privileges introduced for claims arising primarily from facilities provided to the debtor within the framework of the Bankruptcy Code’s rehabilitation procedure to support the continuation of the debtor’s business (e.g. DIP facilities).

Bankruptcy may involve the liquidation of the debtor’s assets as a whole, as operational units, or on a piecemeal basis. From the filing of the bankruptcy petition, any party with a legitimate interest may petition the court to impose protective measures over the debtor’s estate, including the suspension of enforcement actions. Upon the declaration of bankruptcy, individual enforcement measures are suspended. Secured creditors (including financial collateral takers) are, in principle, exempt from the suspension. Other going concern procedures, such as the out of court debt settlement mechanism and the rehabilitation process, may delay enforcement due to applicable suspension measures.

Greek law does not, as a rule, recognise the concept of a “security trustee”, save in the context of Greek law bond loans, where the bondholders’ agent holds, by operation of law, all security interests in its own name for the benefit of all secured creditors. In other financing structures, lenders commonly achieve a shared security position on the basis of a ‘’parallel debt’’ mechanism, whereby the debtor undertakes an independent, joint and several obligation to the agent (as creditor in its own right) in an amount equal to the aggregate of the secured obligations owed to the finance parties.

Further, security interests securing claims arising under Greek law bond loans benefit from specific tax exemptions, which do not apply to other types of facilities: they are not subject to any tax, stamp duty, contribution or levy, and the applicable registration fees are limited to a nominal flat amount. For stamp duty considerations relating to loan agreements, please refer to question under no. 17 below.

There are no project risks that are unique to Greece as a jurisdiction. Key risks for lenders typically include: (i) construction and completion risk (delays, cost overruns, contractor underperformance); (ii) site and ground condition risk (including unforeseen subsurface conditions and antiquities); (iii) permitting and regulatory risk (sequencing, timing and potential changes in law affecting licenses, grid connection and environmental approvals); (iv) force majeure risk (natural events and external shocks disrupting construction or operations). A lender may overcome and/or mitigate said risks through thorough technical, legal, permitting and environmental due diligence; fixed‑price, date‑certain, turnkey EPC arrangements with appropriate performance guarantees and liquidated damages; milestone based payments following independent technical adviser certification; direct agreements with step in rights; as well as adequate insurance of the project.

In concession and PPP projects, risks arising from force majeure, project delays not attributable to the project company, and changes in law are typically undertaken by the granting authority, which is obliged to compensate the project company upon the occurrence of such events. In addition, it is market practice for project companies to allocate these risks on a back-to-back basis to their principal contractors and operators under the relevant project agreements. Such risks are also adequately covered in the financing documentation, commonly constituting events of default, thus, triggering in principle remedy periods for the project company.

As a general matter, no governmental or regulatory consents are required for finance or project documents to be valid, enforceable, or admissible in evidence. No filing with any authority is, as such, a condition to their admissibility in court. That said, prior to the construction or commencement of operation of a project that may adversely affect the environment, the project owner must obtain the requisite environmental clearance. For projects likely to have a significant environmental impact, this may entail the issuance of a decision approving the project’s environmental terms.

In addition, security interests must be perfected by registration with the competent registry (including the Register), in respect of which please refer to question under no. 5 above.

Further, in certain energy projects, the applicable license may require that any pledge over the project company’s equipment or any prenotation of mortgage/mortgage over its real property be notified in advance to the awarding authority, and that such authority either consents or does not object before the encumbrance is established.

Moreover, public concession agreements typically provide for a “designation process” under which the financing documents are acknowledged by the awarding authority in the concession documentation as the principal finance documents entered into by the project company, thereby conferring specified rights on the project lenders, mainly with respect to the compensation payable to the project company by the relevant public authorities in case of termination of the concession agreement.

Also, all loans funded with RRF funds undergo an eligibility assessment by the participating banks and a specially qualified independent auditor, who confirms the eligibility of the costs under the RRF regime prior to the execution of the financing documentation.

As a general matter, since Greece is an EU member state, payments and capital movements are generally free. As regards the FDI regulation, namely Regulation (EU) 2019/452, Greece has enacted law 5202/2025 implementing such regulation and establishing a comprehensive national screening mechanism for foreign direct investment (FDI) on security and public‑order grounds. The law represents a significant milestone enhancing Greece’s strategic oversight of foreign direct investment in sectors vital to national security and public order. Introducing meticulously defined criteria and transparent screening processes in line with EU standards, the law is expected to foster an environment where strategic national interests are preserved while still maintaining Greece’s position as an attractive investment destination.

The regime applies to investments in Greece, and, in defined cases, to investments in other EU member states subject to Greek assessment, targeting infrastructure, assets, goods, or services in sensitive sectors (e.g., energy, transport, health, ICT/digital infrastructure) and particularly sensitive sectors (e.g., defense and national security, cybersecurity).

FDI is notifiable where the foreign investment is made in Greece by third‑country investors, as well as EU‑based investors that are controlled (directly or indirectly) by third‑country persons or governments, or in which (EU-based investor) such third‑country interests hold at least 10% for investments in particularly sensitive sectors. Exemptions include pure portfolio acquisitions, intra‑group restructurings that do not increase control or confer additional rights, and certain pending tenders or asset‑development contracts at the law’s entry into force.

Screening is conducted by an Interministerial Committee for the Screening of Foreign Direct Investments (FDISIC), supported by the Ministry of Foreign Affairs’ B1 Division. Investors must file an application with supporting documentation prior to concluding the investment.

With respect to subsidies, Greece’s most recent development law (Greek law 4887/2022) provides for state support to investment plans, including those dedicated to the energy transition. In the battery energy storage sector specifically, three competitive auctions have been conducted to award subsidies to BESS projects, attracting significant investor interest. The support structure typically comprises: (i) an investment (capex) subsidy for the construction of BESS facilities; and (ii) an operational subsidy, granted subject to defined conditions over the projects’ operating period.

Greece has enacted a “National Climate Law” (Greek law 4936/2022), which sets the long term objective of climate neutrality by 2050 and introduces horizontal and sector specific measures. These include obligations relating to carbon footprint reduction that apply, inter alia, to listed companies and to entities in key sectors and utilities (such as credit institutions and electricity undertakings). Also, industrial activities are required to reduce greenhouse gas emissions by 30% by 2030 compared with 2019 levels.

Further, most projects require environmental impact assessment and licensing whilst the project environmental permit must include, among others, the assessment of the impact of the project on the climate. Greek labour law (working time, health and safety, collective bargaining, workplace policies, contractor oversight) is strictly enforced, with enhanced duties on construction sites; from a governance standpoint, as per the above, non-listed SPVs are not subject to listed company corporate governance rules but must comply with company law governance for their form (i.e. société anonyme), tax governance and transfer pricing rules, procurement obligations where public counterparties or subsidies are involved, and GDPR for personal data processing.

Finance documents typically require compliance with environmental and social law and permits, as well as adherence to lender ESG frameworks, development of environmental and social management systems and incident and breach reporting.

Public-private partnerships (PPPs) in Greece are governed by Greek law 3389/2005. They are implemented through long-term contracts between a private-sector entity and a public authority, under which the private partner assumes a substantial share of the risks associated with the financing, construction, availability, or demand of the project. Consideration of the private partner may take the form of availability payments made by the contracting authority over the operational period and/or user fees collected from end-users. PPPs are not confined to specific industry sectors; however, certain areas, such as national defense and policing, are excluded from the PPP framework and remain the responsibility of the Greek State.

Civil judgments rendered in another EU Member State are recognised in Greece without any requirement for a declaration of enforceability by a Greek court, pursuant to Regulation (EU) No 1215/2012. Civil judgments issued by courts of third countries may be recognised and enforced in Greece following a Greek court decision declaring them enforceable, on the basis of an applicable bilateral or multilateral convention with the European Union or the Hellenic Republic, or, under the relevant provisions of the Greek Code of Civil Procedure.

Foreign arbitral awards, i.e., awards rendered by tribunals seated outside Greece, must be recognised and declared enforceable in Greece either under the Greek Code of Civil Procedure or under international treaties to which Greece is a party. Greece has ratified, inter alia, the New York Convention of 10 June 1958 on the Recognition and Enforcement of Foreign Arbitral Awards.

Submission to foreign jurisdiction is recognised by Greek courts on the basis of Regulation (EU) 1215/2012, save for injunctive relief measures that Greek courts may impose irrespective of the law governing the relationship between the parties. Further, there is not immunity applicable to private parties, whilst the waiver of immunity of the Greek State or public authorities, which is relevant in public concession or PPP projects is usually dealt with directly in the relevant concession or PPP agreement and is enforceable.

Greece’s project finance market is active across energy and infrastructure. Bankability is primarily driven by the predictability of revenues, disciplined permitting, and robust ESG compliance.

The key current issues for project financing include: (i) debt sizing, where comparatively competitive funding costs sharpen lender focus on debt service metrics, operating reserves, and distribution tests; (ii) environmental permitting, with lenders scrutinising permit completeness and conditions, under streamlined procedures; (iii) construction execution risk, with realistic schedules and turnkey, fixed price, date certain contracts (including liquidated damages and performance securities) regarded as market standard; and (iv) state aid compliance, where eligibility criteria, disbursement milestones (including under RRF loans), and clawback mechanics must be aligned with conditions precedent and drawstops.

As regards the trends affecting project finance in Greece, during the last few years, Greek projects have been focused on major infrastructure projects, such as road concessions and airports and the construction and operation of public infrastructure through PPPs. Projects eligible to be funded with RRF funds have gained investors’ interest, particularly in the energy transition sector. To date, Greece has received approximately €23.4 billion in RRF grants and loans, representing about 65% of the total allocation to Greece.

On the energy sector in particular, the development of BESS has been accelerated, through the establishment of the legal framework both for subsidy-backed projects (through three public auctions which have been conducted up to date) and for standalone merchant BESS, with the ambitious aim to reshape the energy market. Further, there is an increasing interest for data centres, with over twenty facilities operating as of today.

Lastly, there is an increase in sponsors’ appetite for portfolio financings; sponsors are increasingly using holdco/portfolio structures to optimise leverage and smooth asset level volatility, with cross collateralisation, shared reserves, and common hedging frameworks.

Greece’s energy transition is driven by an EU aligned framework and a series of national statutes and secondary measures that reform permitting, accelerate renewable deployment (onshore and offshore), enable storage, modernise market design (including corporate PPAs), and support electrification and efficiency.

The principal statutes include:

• Law 3468/2006: Establishes the general procedural framework for licensing renewable energy and high efficiency cogeneration plants.
• Law 4001/2011: Transposes the EU Third Energy Package, providing for the unbundling of system operators, the liberalisation of the electricity and natural gas markets, and the enhancement of the national regulator’s powers (RAAEY).
•  Law 4414/2016: Introduces the modern support scheme for RES based on feed in premiums and competitive tenders, together with mandatory participation of RES projects in the wholesale electricity market.
• Law 4425/2016: Reorganises the wholesale electricity market to align with the EU Target Model (day ahead, intraday and balancing markets) and related market arrangements.
• Law 4685/2020: Simplifies and accelerates environmental licensing and implements Phase A of the RES licensing reform.
• Law 4951/2022: Implements Phase B of the RES licensing reform, and establishes the regulatory framework for the permitting, construction, commissioning and operation of standalone battery energy storage systems (BESS), providing also for an investment subsidy to be granted for the construction of BESS as well as an operational subsidy to be provided subject to conditions, throughout the operation of BESS projects.
• Law 4964/2022 and Law 5106/2024: Implementing the regulatory framework for the development of offshore RES projects in Greece.

The above are supplemented by extensive secondary legislation and regulatory decisions that operationalise tenders, grid connection milestones, guarantees of origin, and the evolving framework for corporate PPAs, collectively shaping bankability and critical path timelines for Greek energy transition projects.

It is noted that to date no offshore development project is undergoing. The first tender to that effect is expected to occur in 2027.

Material tax considerations for Greek project financings typically centre on (i) withholding tax and (ii) the Digital Transaction Duty applicable to loan instruments, alongside instrument selection and documentation mitigants designed to preserve after tax cash flows. The standard withholding tax on Greek source interest (including interest on loans) is 15% on the gross amount, subject to reduction under applicable double tax treaties for the avoidance of double taxation and potential exemption under the EU Interest and Royalties Directive for qualifying associated EU companies. Certain payments are expressly exempt, notably interest on bank loans (excluding bond loans), including default interest, and intra bank deposit interest.

Mitigation is commonly achieved through precise tax gross up and tax change provisions in the finance documents, and targeted representations, undertakings and indemnities allocating residual risk.

Further, loans in Greece concluded on or after 1 December 2024 are subject to Digital Transaction Duty. The duty is generally 2.40% of principal where at least one party is a Greek tax resident or has a Greek permanent establishment, and 3.60% in residual cases (e.g., where neither party is a business or legal entity), capped at €150,000 per loan; interest is not subject to the duty. Key exemptions include bank loans (including loans by foreign banks), bond loans under Greek law 4548/2018, certain loans connected to a borrower’s permanent establishment abroad, and loans granted under Hellenic Development Bank programs. The duty generally applies regardless of where the contract is signed if a party is Greek tax resident or has a Greek permanent establishment connected to the transaction.

Bank debt in the form of senior term loans from domestic banks (most commonly in the form of Greek project bond loans) remains the backbone of Greece’s project finance market. The typical financing structure includes CAPEX tranches, VAT facilities, working capital lines, and DSRA arrangements. Interest rate hedging is also customary.

Further, equity commitments are also undertaken by sponsors to fund construction costs and contingencies, whilst the European Investment Bank and the European Bank for Reconstruction and Development are also active in the Greek project finance market, the participation of which usually extends the tenor and reduces the finance costs. RRF funds are also employed especially for energy and infrastructure projects. A financial contribution from the relevant awarding authority in the context of concession projects and/or PPPs is also common in Greece, depending on the project.

Private credit participation in Greek project financings is constrained by licensing requirements: the granting of credit in Greece is a regulated activity that may be carried out only by licensed credit institutions or other financial institutions (e.g., credit companies). The transposition of AIFMD 2 (expected in 2026) is anticipated to enable AIFs to originate loans, which may alter the lending landscape in Greece in the near future.

The Hellenic Development Bank (HDB) is mandated to facilitate access to finance, primarily for micro, small and medium sized enterprises. HDB operates indirectly through banks, deploying standardized financial instruments such as portfolio guarantees, co financing loan funds, and other financial products that may include interest subsidies and grants. A project finance facility (PFF) framework has been created by HDB with the support of the European Commission, thus, the participation of HDB in project finance deals is expected.

During the last few years, multilateral development banks such as the European Investment Bank and the European Bank for Reconstruction and Development have been involved in project finance deals, especially PPPs, bringing risk mitigation to such projects.

Insurance arrangements are a core diligence element in Greek project financings. During construction, cover typically includes Construction All Risks (CAR) and Delay in Start‑Up (DSU) insurance (loss of revenue during the construction period). For the operation period, cover generally includes Material Damage All Risk and Business Interruption (BI). Third‑Party Liability (TPL) and Employer’s Liability (EL) are usually required across both phases.

Finance documents ordinarily require: (i) lenders to be named as additional insureds and loss payees; (ii) assignment of insurance proceeds and inclusion of loss‑payable endorsements; (iii) evidence of cover and broker/insurance adviser confirmations as conditions precedent; and (iv) ongoing undertakings.

Insurance proceeds application and mandatory prepayment mechanics are typically hard‑wired. A negotiated “total loss” definition determines when proceeds trigger prepayment (rather than restoration), taking into account feasibility of reinstatement within long‑stop dates and cost‑to‑reinstate versus remaining debt.

Hedging arrangements (most commonly interest rate swaps) are widely used in Greek project financings. They are typically documented under the 2002 ISDA Master Agreement and are governed by English law. There are no jurisdiction-specific prohibitions on entering into hedges; however, market practice is to align the hedge with the finance documents (including intercreditor provisions) and to ensure compliance with applicable EU derivatives regulation (e.g., EMIR) and any eligibility criteria for hedge counterparties.