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3.1.3 The Limited Liability Company (Ltd) The Ltd is administered and represented by one or more directors, natural or legal persons, partners or not, Greeks or not. If no directors have been appointed, the company is administered and represented by the partners collectively. There supreme governing body is the Assembly of the partners. As with the other capital companies, the Assembly has the exclusive authority to decide on several important issues, such as the amendment of the articles of association, the appointment/discharge from liability/replacement of the directors, the approval of the financial statements and the distribution of profits, the appointment of the auditors, any actions against the directors and/or any partner, any merger or transformation of the company and the appointment of liquidators. Furthermore, unanimous decision is required for changing the company’s nationality and, in principle, for increasing the liabilities of the partners or decreasing their rights. In the assembly each portion has one vote and the decisions are made by the dual majority of capital and persons, as above mentioned. As with the other companies, the Assembly is convened at least once per year, in order to approve the financial statements and the decision and the financial statements are registered at the General Commercial Registry. The Ltd has to register several data at the General Commercial Registry, such as name, address, tax number, commercial registry number, the legal representation of the company and the data of the legal
representatives, the annual financial statements of the company, the articles of association and their amendments etc., which are uploaded to the Registry’s website and are accessible to the public. 3.1.4 The General Partnership and the Limited Partnership At the Partnerships, each general partner administers and represents separately the company, even without the consent of the other partners (unless otherwise provided by the articles of association- e.g. to appoint one of the partners as administrator/legal representative). The above administration refers to the day-to- day management. For any additional action (e.g. amendment of the articles of association, establishment of a branch or sale of important company assets) the consent of all the partners is required (even of those who are excluded by the administration). The same applies for any action that lies out of the purpose of the company. Although the above decisions have to be unanimous, the articles of association can provide that a majority is sufficient. 3.1.5 Audit Requirements The Audit of the financial statements of the companies may be mandatory or non- mandatory. The Greek law distinguishes the business entities, based on their size, into i) “very small entities”: a. total equity≤ €350,000, b. net turnover ≤ €700,000, c. personnel ≤ 10 (2 out of 3 criteria are sufficient). The Partnerships are considered very small even if only their net turnover ≤ €1,500,000; ii) “small entities”: a. total equity ≤ €4,000,000, b. net turnover ≤ €8,000,000, c. personnel ≤ 50 (2 out of 3 criteria are sufficient); iii) “medium
ILN Corporate Group – Establishing a Business Entity Series
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