Νίκος Μυρίλλος

Office in Greece under the “off shore” provisions of local Law 3427/2005.

Greek Law 3427/2005 (article 27) allows foreign industrial or commercial companies to establish in Greece an Office or a Branch (both are treated as same legally and tax wise) in order to provide exclusively (a) consulting services,(b) centralization of accounting services, (c) quality control of production, products, procedures and services, (d) preparation of studies, designs and contracts, (e) advertising and marketing services, (f) data processing services, (g) receipt and supply of information and research and development services, to their Headquarters and/or to their associated companies abroad. To be noted that companies may include in the application all or any of above permitted activities to its Headquarters. It is however recommended to include the fewest possible activities e.g. a) services of consulting character and b) of services of advertising and marketing, so to achieve a lesser profit percentage applicable to the Company’s “income” by the substantiation study which must be prepared by an auditing/accounting company in Greece, which must be thereafter submitted to the Committee of the Greek Ministry of Economy and Growth for review and approval.

The companies established under the above regime are obliged a) to employ at least 4 employees at the end of the twelve-month period following the date the Decision of the Ministry and b) that their annual operating expenses incurred in Greece will not be less than € 100.000.

A special license is required for the application under this law, which is granted by a Decision of the Minister of Economy and Growth published in the Greek Government Gazette. This license is issued within fifty (50) days from the filing of a relevant application to the Directorate of Strategic and Private Investments, Division of Private Investments of the Ministry of Economy and Growth in Athens. The license granted may be revoked by a decision of the Minister of Economy, if infringements of the terms and conditions of this law are detected. Prior to any revocation, the Administration is obliged to call in writing the company to provide its views in writing for the alleged infringements within a fifteen (15) days deadline.

A foreign industrial or commercial company wishing to establish an Office or Branch and obtain a “commercial/industrial license” must file to the Greek the Ministry of Economy and Growth the following documents:

(a) An application, which shall include the data and the information of the company, as well as the competent persons to bind the company with their signature, the company’s main activities abroad and the specific services it will provide in Greece.

(b) Copy of the Articles of Incorporation (with its amendments if any) issued by the appropriate authorities of company’s seat.

(c) Recent Certificate issued by the appropriate authorities of Company’s seat.

(d) Unified balance and usage results of the last 2 (two) years of Parent Company’s operation.

(e) A substantiation study on the suggested profit margin of the company in Greece for the services provided to the Group or to its head/central offices.

(f) A detailed description of the services provided by the office/ branch.

(g) Resolutions of the Board of Directors of the Company, resolving the establishment of the office/branch in Greece under the provisions of Law 3427/2005 and the appointment of a lawful representative in Greece.

(h) Power of Attorney of the Company granted to the lawful representative to represent the company and the office/branch before all Greek authorities, banks etc. and further authorizing certain attorneys in fact to proceed with the various formalities for the establishment of the office/branch in Greece.

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 Offices/Branches of Law 3427/2005, enjoy the privileges of the procedure of Article 17 of the Greek Immigration Law 4251/2014 pursuant to which the procedure is faster than all other immigrants. In particular the above persons before entering Greece, must obtain from the Greek Consulate abroad of their permanent residence a “national multiple entry visa” usually valid for one year, and soon after entering Greece they must obtain an initial residency and/or working, electronic EU immigration card which is issued by the Greek Ministry of Immigration and Metropolitan Police of Athens valid for two years, which may thereafter be extended every three years. EU citizens obtain their local residency permit from a Police Station following a rapid procedure and very easily. Our Office may take care of this matter if a Company decides to establish Greek Office under Law 3427/2005.

It is important however to note, that an Office or a Branch of a foreign industrial or commercial company established in Greece under the “off shore” status of Greek Law 3427/2005 is not allowed to conduct any business or render any services in Greece and also not allowed to invoice in Greece with the exemption of course to its Headquarters for the services rendered to it on the basis of an agreement which must be made and executed between them.

The regime and the required documents for the establishment of a Branch of a foreign 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 1^st January 2019.

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 type of stock companies by shares, with shareholders and directors are appropriate corporate types of companies to establish a local Branch under the said articles 172 to 175 of the Greek Law 4548/2018.

Article 173 of Law 4548/2018 which is applicable to set up in Greece branches of companies from Third Countries (non-EU Member States, e.g. Japan, USA), provides as follows:

Foreign companies from Third Countries in order to establish a Branch in Greece must compulsory submit to the Greek General Commercial Register (G.E.MH in its 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.

– The foreign law/laws under which the Company is established.

– A recent certificate issued by the Commercial Register or by any competent authority of the Third Country with the 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 setup 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.

To be also noted that following the establishment of the branch, any changes to the documents and particulars referred above must be reported to the Greek General Commercial Register the soonest from the receipt by the company of the complete documentation of those changes, as well the company’s winding-up, the appointment of liquidators etc., the completion of the winding up, the company’s accounting documents (financial statements), and the close down of the branch.

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” (non-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.

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 1^st 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.