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DATA / SUPPORTING DOCUMENTS FOR SETTING UP PUBLIC LIMITED COMPANIES, LIMITED LIABILITY COMPANIES, UNLIMITED & LIMITED PARTNERSHIPS
(WHICH ARE NOT SET UP VIA ONE-STOP-SHOPS)

(Articles 5, 6, 7, 9, 15 of Law 3419/2005, as in force, having being amended by Law 3853/2010)

For Companies that do not fall within the scope of One Stop Shops (OSS) and are set up (acquire legal personality), by registering with GCR, via the GCR Services of the Chambers, interested parties must submit to the GCR service of EEA, the following supporting documents:

  1. Application
  • Note: The application is signed before the GCR Service, either by the legal representative of the Public Limited Company, or by the manager (in respect of Unlimited and Limited Partnerships and Limited Liability Companies), or by an authorized representative thereof (by virtue of an authorization signed by all partners and having the signatures authenticated) authorizing the him/her to appear before the GCR service and a) fill in, sign and submit to EEA any kind of applications, declarations, supporting documents, etc., and b) pay to EEA. any fees/subscriptions, etc., in order to set up / legalize the company (see relevant Authorization – Solemn Declaration form).
  1. Proof of payment of registration fee to GCR, amounting to € 10.00 (paid to EEA upon submission of the application and supporting documents).
  2. M3 form for review.
  3. Articles of association for the setting up, which: In respect of Public Limited and Limited Liability Companies must be a notarized Agreement and in respect of Unlimited and Limited Partnerships must be a Private Agreement.   It is noted, in relation to the submission of the Articles of Association that:

(a) The articles of association must be accompanied by a pre-approval of the right to use the tradename and distinctive title of the company, which is issued by the Chamber.

(b) The articles of association, especially in respect of Limited Liability Companies, Unlimited and Limited Partnerships, must also be legalized:

b1. By the competent Tax Office (for the payment of the Capital Increase

Tax)

b2. From the Legal Professionals Pension Insurance Fund (Piraios and Sokratous str., Athens).

b3. From the Legal Professionals Health Insurance Fund (Charilaou Trikoupi and Navarinou, Athens).

(c) The articles of association shall be submitted (except for the original) in at least four copies, as well as in electronic format (in .doc format).

 

  1. True and accurate copies of IDs or passports of founders / partners / board members / legal representatives / managers.

Note: In respect of Legal Representatives of Public Limited Companies (BoD members, etc., who bind them with their signature), and the Managers of Limited Liability Companies and Unlimited Liability Partners and Managers of Unlimited and Limited Partnerships), in case of foreign nationals outside the EU, a true and accurate copy of a Residence Permit to pursue an independent economic activity or a Residence Permit as Manager of a Limited Liability Company or BoD Member of Public Limited Companies, must be submitted.

  • In respect of Public Limited and Limited Liability Companies: Announcement of summary of the articles of association (in one copy) for publication of the setting up in GCR
  • In addition for Public Limited Companies: 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) – (Attention: Payment note equal to the amount of 1‰ is not required for the setting up of a new Public Limited Company under Laws no. 1297/92 and 2166/93).

 

DATA / SUPPORTING DOCUMENTS FOR REGISTRATION WITH GCR & LEGALISATION OF MODIFICATION OF COMPANIES (PUBLIC LIMITED COMPANIES, LIMITED LIABILITY COMPANIES, UNLMITED & LIMITED PARTNERSHIPS), set up after 4-4-2011

(Articles 2, 9, 10, 15 of Law 3419/2005, as in force, having being amended by Law 3853/2010)

Legalization of any amendment to the articles of association of Companies established after 4-4-2011 and regardless of how they are set up (either via the ONE STOP SHOP or GCR SERVICES), is carried out by registration with GCR (via the GCR  Services of the Chambers), to which the following supporting documents should be submitted, where appropriate:

  1. Application   
  2. Proof of payment of registration fee to GCR, amounting to € 10.00 (paid to EEA upon submission of the application and supporting documents).
  3. Exact copies of IDs or passports (only in case of modifications and entry of new partners / legal representatives / managers of the Companies)

Note: In respect of Legal Representatives of Public Limited Companies (BoD members, etc., who bind them with their signature), and the Managers of Limited Liability Companies and Unlimited Liability Partners and Managers of Unlimited and Limited Partnerships), in case of foreign nationals outside the EU, a true and accurate copy of a Residence Permit to pursue an independent economic activity or a Residence Permit as Manager of a Limited Liability Company or BoD Member of Public Limited Companies, must be submitted.

  1. Authorizations of all new partners / legal representatives / managers of the companies must bear signature authentication.
  2. In respect of Limited Liability Companies, Unlimited & Limited Partnerships:

5.1.      Modification of the articles of association, which:

In respect of Limited Liability Companies Notarized Agreement and in respect of Unlimited and Limited Partnerships codified private agreement.

It is noted that: The modified articles of association, prior to their submission to the GCR Service (where it is submitted in four copies (at least) as well as in electronic form (.doc text file format) should be legalized:

  1. a) By the competent Chamber, in relation to the pre- approval of the right to use the new tradename and the distinctive title (if the name and / or the distinctive title is modified)
  2. b) By the competent Tax Office (for the payment of the Capital Concentration Tax)
  3. c) By the Legal Professionals Pension Insurance Fund (Piraios and Sokratous str., Athens) and
  4. d) From the Legal Professionals Health Insurance Fund (Charilaou Trikoupi and Navarinou, Athens).

5.2. In respect of Private Companies:

The codified private amendment on the modification does not require legalization from the Pension and Health Insurance Funds of Legal Professionals, as well as the codified private amendment on the modification in cases of conversion of another corporate form to Private Company.

5.3. In respect of Limited Liability Companies:

Announcement on the summary of the modification of the articles of association and the full texts of its modified articles (in one copy) for publication of the modification in GCR

  1. In respect of Public Limited Companies:

6.1.        Minutes of the General Meeting of the company on the modification of the articles of association of the Public Limited Company and Board of Directors minutes for the convocation of the above General Meeting, unless the General Meeting is unsolicited (in duplicate).

6.2.        Codification of the articles of association of the Public Limited Company with the modifications incorporated (in duplicate).

6.3.        Announcement on the summary of the modification of the articles of association and the full texts of its modified articles (in one copy and in electronic form) for publication of the modification in GCR

6.4.        Payment note (for publication of the announcement of modification in the Government Gazette) worth a total of € 289.00 (i.e. € 250.00 in favor of KAE 2531 plus 5% in favor of KAE 3512 plus 7% in favor of KAE 3531).

It is noted that:

(a) If the amendment concerns a modification of the tradename and/or the distinctive title, the minutes of the General Meeting must be accompanied by a pre-approval of the right to use the new tradename and / or distinctive title of the company, issued by the competent Chamber.

(b) If the modification concerns a capital increase, the following must also be submitted:

b1.       b) Note by the competent Tax Office (for the payment of the Capital Concentration Tax) and

b2.       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) – (Attention: Payment note equal to the amount of 1‰ is not required for modifying Public Limited Companies under Laws 1297/92 and 2166/93).

Ψηφιακός Βοηθός Ε.Ε.Α.
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