The regime and the required documents for the establishment of a Branch of a foreign European Company to promote its objectives in Greece.
A local Branch of a commercial company can be set up under the provisions of Greek Law 2190/1920 on stock companies which has been very recently reformed by Law 4548/2018 which is in force since 1st January, 2019 for the implementation of the provisions of the EU Directive 1132/2017 (applicable for EU Member States).
The corporate regime for the branches established in Greece by foreign companies under articles 172 to 175 of Law 4548/2018, the procedure and the required documentation for the setup of a Branch are analyzed below:
(a) Firstly, it is important to point out that all types of stock companies by shares, with shareholders and directors are appropriate corporate types of companies to establish a local Branch under Articles 29-35 of Chapter III Section 2 and the Annex II of the of the above EU Directive 1132/2017 (applicable for EU Member States) as well under the said articles 172 to 175 of the Greek Law 4548/2018.
Article 172 of Law 4548/2018 which is applicable to set up in Greece branches of companies from other EU Member States, provides as follows:
Foreign companies from other EU Member States, in order to establish a Branch in Greece must compulsory submit to the Greek General Commercial Register (G.E.MH in Greek initials), an application with the following documents exhibited to it:
– The constitutional documents of company viz. Articles of Incorporation (Memorandum) and Articles of Association if there are contained in separate documents, codified to reflect any amendments thereof.
– A recent certificate issued by the Member State’s Commercial Register or by any competent authority in EU Member State provided under Article 16 of the above EU directive 2017/1132, with the corporate data and information of the company.
– Resolutions taken by the competent body of the company namely the shareholders or the directors of company (as the case may be), for the set up of the branch in Greece and the appointment and the termination of duties and the personal identification details of the lawful representative.
– Notarial power of attorney executed by the competent officer of company granting the special mandate, power and authorization to the appointed lawful representative to represent the company and the Branch in Greece.
The approval of the establishment of the local branch has the form of a decision of the General Commercial Register, a summary of which is published in the official web portal of the General Commercial Register and from that date the branch is considered under Greek Law 4548/2018 as lawfully existing and operating in Greece.
It is important to note, that a Branch set up in Greece under the provisions of Greek Law 4548/2018 is allowed to conduct any business or render any services (which are included in the corporate objects of the Company) and also to issue invoices locally to Clients.
(b) Regarding the immigration status of foreign managerial staff and their family members as well the clerical staff originated from “third countries” (not EU citizens) working for Branches of Greek Law 4548/2018, they enjoy the privileges of Article of 17 of Greek Immigration Law 4251/2014, pursuant to which the procedure for the issue of their working permits and immigration cards, is faster than all other immigrants. Our Office may take care for the necessary documents and procedure.