With the purpose of being an attractive destination for foreign investment, Greece is governed by a simplified legislation when it comes to establishing a branch of a foreign company in its territory.
The procedure followed to establish the Branch and to commence its proper operation takes place successively before specific competent authorities by completing the formalities provided for in the relevant legislations (e.g. law n. 4635/2019, ΠΟΛ. 1006/2013 etc.) and differs depending on the legal form of the foreign company.
The main authorities involved in this process are the General Commercial Registry (depending on the purpose of business activity of the branch to be established, this could either be the locally competent Chamber of Tradesmen or the Chamber of Commerce and Industry), the Tax Authority (DOY FAE) as well as the Single Social Security Entity (EFKA).
Step 1: Registering the Branch in the General Commercial Registry (G.E.MI.)
The first stage is to register the Branch in the General Commercial Registry (G.E.MI.) by submitting the necessary supporting documentation. It should be noted that a fee for the registration as well as an annual fee must be paid once the decision of registration’s approval is issued.
According to the provisions of article 98 (for Branches of foreign companies based in the EU) and of article 99 (for Branches of foreign companies based in third countries) of law n. 4365/2019 among others, the following documentation must be submitted to the General Commercial Registry:
- A resolution by the foreign company to establish a Branch in Greece specifying the purpose of activity of the Branch, the registered office of the Branch, the name of the Branch, the personal information of the legal representative of the Branch, as provided for in par. 2 of article 95 of law n. 4635/2019, as well as the scope of the powers to be granted to them. It should be noted that the legal representative must be assigned a Greek Tax Identification Number.
- The legal representative’s true copy of their ID or passport for EU citizens, or a residence and work permit for non-EU citizens, provided their ordinary place of residence is in Greece.
- Memorandum and articles of association of the foreign company as in force at the time of the submission of the application.
- Certificate of Good Standing from the competent authority of the country the foreign company is based in, including, among others, its legal form, its legal status, its registered offices, its capital, and its management and representative body. It should be noted that in the event a certificate of good standing is not issued in the country of the registered offices of the foreign company a relevant certificate with similar content must be issued.
- Certificate of pre-authorization of the name and/or brand name of the Branch of the respective Chamber. The pre-authorization is not mandatory and should therefore be processed where applicable.
- Relevant application.
The aforementioned supporting documents should be submitted in printed form, as originals or certified copies, duly signed, and in electronic form as well. Moreover, supporting documents issued abroad must bear an APOSTILLE stamp or certification by a consulate, and must be officially translated in Greek, in accordance with law in force.
Step 2: Commencement of activity and acquisition of V.A.T no.
The second stage concerns the commencement of activity of the Branch and the acquisition of its V.A.T. Number. For this purpose, the following documentation is usually submitted before the competent Tax Authority (DOY FAE) according to the provisions of ΠΟΛ. 1006/2013:
- Form Δ211 (statement of commencement/changing or cessation of activity of non-natural person).
- Certificate of GEMI regarding the Branch’s registration in Greece.
- Certified copy of the document appointing the legal representative or proxy in Greece, officially translated in Greek.
- Declaration of the legal representative/ proxy accepting his designation as such.
- Certificate of the competent authority of the country in which the foreign company is based, for its legal status. This could be a certificate of Good Standing or a certificate with similar content.
- Memorandum and articles of association of the foreign company as in force at the time of the submission.
- Certified documents regarding the registered office of the Branch in Greece (lease agreement as duly submitted before the independent authority for public revenue, ownership title, agreement of use without consideration etc.).
Τhe aforementioned supporting documents that are issued abroad must bear an APOSTILLE stamp or certification by a consulate, and must be officially translated in Greek, in accordance with law in force.
After the commencement of activity and the acquisition of a Tax Identification Number from the Branch the issued certificates by the Tax Authority must be submitted before the General Commercial Registry.
Step 3: Entering the Employer Register
If the Branch expects to employ staff for its operation, there is a third phase to be completed. This one refers to registering the Branch as an employer in the Employer census before the Single Social Security Entity (EFKA). The registration in the Employer Register is effectuated by principally submitting the following documentation to the local competent branch of the Social Security Entity.
- Business commencement certificate issued by the Tax Authority.
- True copy of the Branche’s legal representative’s identity card or the passport.
- Certificate of GEMI regarding the registration of the Branch in Greece.
We would like to inform you that the information provided by this article is only intended as general guidance, given that the legislation in force in Greece and its application can vary widely depending on the circumstances. We are at your disposal for a customized legal support based on your specific needs.