[ESTABLISHING A BUSINESS ENTITY IN GREECE] 224
above par (see mutatis mutandis above under 1.2.1) -The partners do not become merchants by participating to the company. -If the company goes bankrupt the partners do not go bankrupt as well. - There is no legal requirement for the “real” seat of the company to be in Greece. It is sufficient for the statutory seat to be in Greece. -The names of the partners are mandatorily published at the company’s website. -The articles of association, their amendments and the decisions of the partners may be drafted in any EU language and registered as such in the General Commercial Registry, provided that they are accompanied with an official translation in Greek. 1.2.3 The Limited Liability Company -The most distinct characteristic of Ltd is the dual majority (of capital and of persons) requirement for a decision of the Assembly. A decision has to be made by the majority of more than 1/2 of the number of partners, who represent more than 1/2 of the capital. One of the two required majorities is not sufficient for a valid decision (e.g., if there are 3 partners, with percentages 70%, 20% and 10% of the capital respectively, the partner with the 70% cannot decide alone in the assembly as there will be a majority of capital but not of persons). Especially regarding the amendment of the articles of association, the required majority is 1/2 of the number of partners and 65% of the capital. -The contributions of the partners can be in cash and in kind. -The partners in principle do not have personal liability for the liabilities of the company.
-The default rule is that the portions are transferable (however, as in the P.C., the Ltd cannot issue shares/stocks). In principle, the articles of association can include restrictions in transferring the portions. -The portions of participation can be issued also above par (see mutatis mutandis above under 1.2.1) -The transfer of portions is done by following specific form requirements (a notarial deed which mentions the personal data of the new partners). -The partners do not become merchants by participating to the company. -If the company goes bankrupt the partners do not go bankrupt as well. -The names, the percentages and other personal data of the partners are included in the articles of association which are registered at the General Commercial Registry and uploaded at its site. -An Ltd may not have as a single partner another Ltd with a single partner. Furthermore, the same person may not be a single partner to more than one Ltds. 1.2.4 The General Partnership and the Limited Partnership -The general partners have unlimited liability, and they are jointly and separately liable for the liabilities of the company. Their liability against third parties cannot be excluded by the articles of association. -Any new partner is liable for the liabilities of the partnership that arose before joining the partnership. -If the partnership is terminated, the partners continue to be liable for the liabilities of the
ILN Corporate Group – Establishing a Business Entity Series
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