Ελληνικά Setting up a branch of a foreign company in Greece
Foreign direct investment has become a common practice and setting up a branch is a common way of doing business in Greece for foreign business entities. The establishment of branches of foreign companies in Greece is governed by the following provisions: a) Article 50 Law 2190/20; b) Article 57-58 Law 3190/55; c) Presidential Decree 360/93.
According to the above provisions, the types of foreign companies that can establish a branch in Greece are a) S.A. companies i.e. companies limited by shares with share capital of at least €60.000; b) Limited Liability companies with share capital of at least €4.500.The requirements are identical for both.
A branch bears the same tax and accounting obligations to a Greek company and profits are taxed based on the same tax rates applied to Greek companies.
According to the procedures applied as of April 2011, in order to establish a branch initial approval by the local competent authority, the General Secretariat for Commerce (G.E.MI.) (for Athens the ACCI) and registration thereto. Upon approval of the establishment of a branch, annual fee to the competent Chamber of Commerce and Industry shall be paid, acquisition of a Tax Identification number (AFM) and initiation of business activity by the competent Tax Authority (DOY).
The competent authority to give approval of establishment of the branch, judges on the supporting documentation produced which Greek type of company is similar to the corporate type of the foreign company and grants installation licenses accordingly either under the form of an EPE or an AE.
The branch is managed by a legal representative, who is appointed by the foreign entity, is communicated to the local G.E.M.I. authority and has right to represent the branch. The legal representative is liable similarly to a member of the Board of Directors of an AE company or to a manager of an EPE.
The main characteristics of a branch / agency of a foreign company limited by shares S.A. (A.E.)
It is a branch of a foreign S.A. company with permanent representation in Greece. It does not have its own legal personality but its activity is performed in the name of the foreign S.A., which as legal entity is governed by the laws of the country where it has its registered office. The Branch can carry out any act envisaged at the Articles of Incorporation of the foreign S.A., except in case there is a respective limitation at the Power of Attorney for the appointment of the legal representative in Greece. It may be incorporated upon an approval by the Ministry of Commerce and a registration in the Registrar of companies limited by shares together with all publication formalities.
The establishment of a Branch in Greece of a foreign A.E. is deemed to be a "permanent establishment" in Greece. For this reason all the income of the branch is subject to taxation and it should submit a taxation statement every year together with the balance sheet of the foreign company. Its profits are taxed as the profits of local S.A. There is no need for a distribution of profits since it has integrated accounts with the foreign S.A. It is subject to V.A.T.
The main obligations of a branch of the foreign companies during their operation in Greece
To notify the respective Prefecture on every modification of the data which have been submitted at the competent authority for the establishment (change of the foreign company's registered office etc.); to produce a copy of the annual balance sheet of the parent company; a record for its operation in Greece during the financial year of the respective balance sheet.
The Branch should maintain separate Books and draw up a balance and profit-loss account annually. Pursuant to article 4.2 of the Hellenic Code of Accounting Books and Records, all companies limited by shares and limited liability companies, either Greek or foreign, should maintain 3rd class accounting books.
Documentation required for establishing a branch of a foreign company in Greece:
- Resolution of the relevant corporate body for the establishment of a branch in Greece (by stating the business scope, the registered address and the corporate name of the branch in Greece);
- Memorandum and Articles of Association of the foreign company, including any amendments thereof;
- Certificate of the competent authority (e.g. Companies House) of the country where the parent company is registered on the amount of the share capital paid (minimum €60.000 or €4.500 respectively according to the type of company).
- Certificate of the competent authority of the country where the parent company is registered stating that the foreign entity is neither dissolved nor has its incorporation license been revoked and it is not subject to liquidation.
- Notary or Consular act of appointment of an Attorney (authorized representative). (it may be the same person under both capacities); the representative when an EU citizen an apostilled passport copy is also required*; the representative appointed shall reside in Greece;
- Certificate proving the identity of the legal signatories of the company wishing to establish a branch.
- Fee for publication in the Government Gazette
- Registered address of the branch in Greece.
- Branch name (if other than the company's).
- Jurisdiction to which the company is subject to.
All documents must be certified, APOSTILLED (i.e. certified by the Embassy with the Hague Convention Stamp) and officially translated into Greek by the Ministry of Foreign affairs or by a lawyer.
(*) For non EU citizens, resident's permit and work permit is additionally required.
