[ESTABLISHING A BUSINESS ENTITY IN GREECE] 221
The S.A. is suitable for large undertakings and/or when the interested parties do not want any personal element in their undertaking and/or they wish to be enabled to transfer their shares easily. The S.A. is a popular business entity in Greece and in practice it is used not only for large undertakings but for medium and small as well. 1.1.2 The Private Company (P.C.) The P.C. is governed mainly by the law 4072/2012. It is a capital company (however, with several personal elements), it has a legal personality, and it is commercial by law. It can be established by one or more natural or legal persons and there are no minimum capital requirements (the capital can even be zero). The capital is divided in “portions of participation”. It is currently the most popular type of company in Greece, as it is more flexible and not as heavily regulated as the S.A or the Ltd. It is suitable for small or medium sized undertakings (however it can be used for large undertakings as well) and the law gives the partners wide contractual freedom for regulating the company’s functions. The P.C. is an intermediate capital company, between the S.A., which is a purely capital company, and the Ltd which is a capital company, but with many personal elements. 1.1.3 The Limited Liability Company (Ltd) Ltd is a capital company, however it has many personal elements. It has a legal personality, and it is by law commercial. It is governed mainly by the law 3190/1955. The majority of the provisions are not mandatory, so the partners can agree otherwise. It can be established by one or more persons, natural or legal entities. The capital is divided in “portions
of participation”, which are, in principle, transferable. As the PC, the Ltd is suitable for small or medium sized undertakings, however, in the Ltd more emphasis is given to the personal elements than in the PC. It is preferable to those who wish to maintain personal relations with the company but do not want to be personally liable for its liabilities. The Ltd was never as popular as the S.A. in Greece, even for medium size undertakings. Since P.C. was established as a company type, the popularity of Ltd has further decreased. 1.1.4 The General Partnership and the Limited Partnership Both the General Partnership and the Limited Partnership are companies with a legal personality, and they are regarded as commercial if their purpose is such. They are governed mainly by the law 4072/2012 and the Civil Code. Both types of partnership cannot be established or exist as single-member companies. Two partners at least are obligatory. The General Partnership consists of general partners, who in principle administer and represent the company and are liable with their personal property for the liabilities of the company. On the other hand, the Limited Partnership consists of at least one general partner and one limited partner. The limited partner is not responsible for the liabilities of the company with its own property, unless it commits actions of representation (for such actions its liability will be unlimited as of the general partners). In principle, the limited partner is not entitled to represent the company or commit any actions of administration (however, the articles of association may provide otherwise).
ILN Corporate Group – Establishing a Business Entity Series
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