tuv-iso-logo tuv-iso-27001-logo
728x90

GCR – SUPPORTING DOCUMENTS FOR SETTING UP A PUBLIC LIMITED COMPANY FROM MERGER OR DISSOLUTION OF PUBLIC LIABILITY COMPANIES (ARTICLES 69-81 Law 2190/20)

They are submitted by each company involved separately

  1. Decision of the competent bodies of the companies on the merger or split which should include the provisions as well as the balance sheet on which the merger or split will take place (the split with the formation of new Public Limited Companies does not apply to Law 2166/93)
  2. Draft contract of merger or split and a decision of its approval by the Boards of Directors.
  3. Report of the Boards of Directors which explains and justifies from a legal and financial point of view the Merger of Split Contract.
  4. Assessment of the assets of the company or companies by the Committee provided under article 9 of Codified Law 2190/ 20. In the event of a conversion under Law 2166/93, the valuation of the merged entity may also be made by a chartered accountant or the Head of the competent Tax Office. More specifically for the transformation under Law 1297/72 the valuation is made only by the Committee of article 9 and not by statutory auditors.
  5. One month after the publication in the Financial Gazette / which must be done within 10 (ten) days of the publication of the Merger Contract Draft in the Government Gazette, minutes of the General Meeting or Board of Directors (if the absorption is made in accordance with article 78 of C.L. 2190/20) of the merging or splitting companies on the approval of the Draft Merger or Split Contract together with the relevant contract drawn up by a notarial deed.
  6. Daily financial newspaper in which a summary of the Draft Merger or Split Contract was published (as Article 70 § 1 of Codified Law 2190/20). On penalty of nullity, the above publication must be made within ten (10) days of the completion of the Draft Merger Contract publicity formalities (GG publication) is common for all participating companies and is drafted under the responsibility of their Boards of Directors.
  7. Solemn declaration that the objects under the provisions of article 70 par. 2 of Law 2190/20 or any claims raised were resolved and the Government Gazette with the data of the sole shareholder.
  8. The Government Gazette with the Draft Contract
  9. Payment note equal to the amount of 1‰ of the share capital in favor of the Competition Committee (paid into account: 040 / 546191-03 of the National Bank, customer no. 001 075 0002). Payment note equal to the amount of 1‰ of the share capital is not paid in the event of transformation or setting up of a new Public Limited Company under Laws 1297/92 and 2166/93).
  10. Announcement of a summary of the articles of association in one copy.
  11. Chamber attestation of the pre-approval of the Tradename and the Distinctive Title, if any, of the company
  12. Application (filling in of the present form).

 

Note:

In the case of setting up by merger under development Laws no. 1297/72 and 2166/93, there is an exemption from publication fees in the Government Gazette. There is also an exemption from the publication fees in the Government Gazette Issue of Public Limited – Limited Liability Companies and GCR of the summary setting up report (article 13 par. 2, ind. B, of Law 3419/2005, as replaced by article 13, par. 10, of Law 3853/2010)

Procedures

Procedure 1. The above supporting documents shall be submitted to the competent GCR Service or Department and transmitted to:

  • To the competent Service of the Regional Sector of the Public Limited Company’s registered office, which supervises the Public Limited Company (under its competence) in order to issue the administrative act (approval of the merger / transformation and the articles of association), which it transmits to the GCR Service (of EEA for the Public Limited Companies under its competence), for subsequent registration with GCR and the legalization of the new Public Limited Company (article 15 par. 1, of Law 3419/2005, as replaced by article 13, par. 12 of Law 3853/2010).
  • To the competent Service of Public Limited Companies of the General Secretariat of Commerce of the Ministry of Economy, Competitiveness and Shipping, which supervises the Public Limited Companies (under its competence) in order to issue the administrative act (approval of the merger / transformation and the articles of association), which it transmits to the GCR Service of the GSC, for subsequent registration with GCR and the legalization of the new Public Limited Company.

 

Procedure 2. Following the registration of the setting up with the GCR Service, it issues four signed announcements and delivers them to the company concerned: One for its archive and three for submitting them within 15 days to the competent Tax Office for commercial companies (FAE) for legalization for the payment of the capital concentration tax (amounting to 1 ‰ of the amount of the capital), from where it receives two copies, of which (a) one copy together with the payment note of the above publication fees shall be filed with the National Printing Office for publication in the Government Gazette and (b) the other together with the proof of deposit of the National Printing Office shall be furnished to the competent supervisory service within one month of the registration of the company with the relevant Public Limited Companies register. If this is not furnished in time, the supervisory service initiates the process of erasure of the company from the Public Limited Companies Register

 

  1. SETTING UP OF PUBLIC LIMITED COMPANY BY TRANSFORMATION FROM LIMITED LIABILITY COMPANY, UNLIMITED OR LIMITED PARTNERSHIP, SOLE PROPRIETORSHIP

(Article 67 of Law 2190/20, Law 2197/72 and Law 2166/93)

For the transformation:

  1. A decision shall be taken by the meeting of shareholders/partners of the companies being converted, which shall lay down the provisions and the balance sheet on the basis of which the conversion shall take place.
  2. For the valuation of the assets of the company by the Committee referred to in article 9, or the persons referred to in par. 4 of the same article of C.L. 2190/20. In case of conversion under C.L. 2166/93, the valuation may be carried out by a certified auditor or Head of Tax Office. In the event of a conversion in accordance with the provisions of Law 1297/72, the valuation is carried out only by the committee referred to in article 9 of C.L. 2190/20.
  3. The conversion is approved by the a decision of the general meeting containing the articles of association of the Public Limited Company being set up. This decision must be notarized and submitted to the competent GCR Service (of EEA for Public Limited Companies under its competence), together with the announcement of a summary of the articles of association (with details to be published) in a copy.
  4. Moreover, an Attestation on the pre-approval of the Tradename and the Distinctive Title of the company is submitted to the GCR Service (for pre-approval in EEA, a fee amounting to € ….. is paid)
  5. Application (filling in of the present form).

 

Note:

A condition for conversion based on Law 2166/93 is the company to keep class C books and to produce at least one 12 month balance sheet. If a conversion is made on the basis of Law 2190/20, it shall keep class C books. These conditions are not required when the conversion is based on Legislative Decree no. 1297/72.

Procedures:

The same procedure as in the above cases (see Procedures 1 and 2 hereabove) are followed by the competent GEMI Service (of EEA for Public Limited Companies under its competence).