Property Purchase and Sale

The legal procedure of buying or selling a property in Crete is the same for Greek and Foreign Clients and is the following:

1. Because you might not be present when the deeds of the purchase/sale will be signed, a Greek lawyer must represent you and this can be done by signing while you are here in Crete a power of attorney in front of a public notary by which you will give the authority to your lawyer to buy the land or house in your name or represent you in any public authority that might be needed for the purchase purpose. According to the Greek Law the public notary is an official public servant that has graduated from law university and his job is to draw up the purchase and sale deeds and official documents.
2. Your lawyer has after that the obligation to check the titles of the ownership of the property to the Land Registry of the Area where the property is situated in order to secure that the property is freehold that means that the property is free of mortgages, attachments, seizures , debts to the public services or any other claims .
3. Then an architectural search of the property might be made, if it is requested by the client with extra charges, by a trustful and experienced Civil Engineer or Topographer who will advise us about the building ability of the plot, the future size of the house, he will undertake the issue of the building permission having in mind the building regulations of the area, he will check the building permitt etc.
4. If everything is O.K. after that search your lawyer will register your name in the Local Tax Office and will take a tax number in your name.
5. A bank account will be set up by your lawyer in a Greek Bank in your name and the money of the purchase will be transferred from a Bank of your Country to that Bank account in order for your lawyer to pay the taxes, the expenses and the purchase price.
6. After that the buyer and the seller must exchange contracts that means a preliminary contract must be drawn up by your lawyer and when it is signed by both parts a deposit of 10% of the purchase price must be paid by the buyer . After 4-6 weeks the final contract of the purchase will be signed in front of the Public Notary who will drawn it up with cooperation of the lawyers. The two lawyers (buyer’s and Seller’s) will sign the contract as well.
7. At the same time that the final purchase contract will be signed any costs must be paid as well. This payment involves the legal fees, the notary’s fees, the Land Registry fees and the purchases taxes. The vendor of a property is committed to pay only his lawyer’s fees and nothing else.
8. If you want to built a house the money of the construction will be transferred by your Bank to the Bank Account that your lawyer has set up for you and the lawyer will pay in stages the constructor.
9. Your lawyer will find out an accountant for you because the next year you will have to fill your tax return in which you will declare the property that you have bought. No money will be paid if you don’t have income in Greece but you have to declare your property as any Greek Person once a year in the Tax Service.
10. After the deeds are being signed one copy stays in the public notary’s office, one copy is being registered in the Land-Registry Office of the area and one will be given to you. If you would like your contract can be translated by a trustful translation office in your language.
11. If you don’t have all the money to buy the property your lawyer can help you to apply for additional funds till the 70% of the purchase price from a Greece Bank by taking a loan and setting up a mortgage to that property.
12. After the sale your lawyer can help you with the public services as it is referred to the connections with the electricity company, the water company, the telephone company, the post office of the area.
13. After the purchase additional services can be offered to you , with additional charges by your lawyer. Your Lawyer can advise you in the matter of how to make a Greek Will and he can also help you to choose a trustful insurance company to insure your property.

TRADING-INDUSTRIAL COMPANIES IN GREECE

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AMENDMENT, REPLACEMENT AND SUPPLEMENTATION OF THE PROVISIONS OF LAW 89/1967 ON ESTABLISHMENT OF FOREIGN TRADING-INDUSTRIAL COMPANIES IN GREECE
Law 3427/2005 – Selected Excerpts
NOTE: The following text is in no way a substitute for the law
1. Foreign companies may establish themselves in Greece in accordance with the provisions hereof for the sole purpose of providing the following services to a) their central offices, or b) enterprises not established in Greece but affiliated with those companies within the meaning of Article 42e of Codified Law 2190/1920. These services are consultancy services; central accounting support; quality control for production, products, procedures and services; design, drawing and contract preparation services; advertising and marketing services; data production, information acquisition and dispatch services; and R&D services. Companies thus established are obliged: a) within 12 months from the date on which the decision cited in the following paragraph is issued and thereinafter to employ a staff of at least 4 individuals in Greece, and b) to have operating expenses in Greece of at least € 100,000 per year. Both the company and its legal representative in Greece shall be jointly and severally liable for any infringements of the legislation concerning foreigner entry visa and residence permits, in addition to any criminal liability which may exist.
2. In order to benefit from the provisions hereof, a special permit is required which shall be issued by decision of the Minister of Finance & Economy published in the Government Gazette within 50 days from
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submission of an application to that effect to the Foreign Capital Directorate of the Ministry of Finance & Economy.
3. A similar decision shall be issued to revoke such permit where a breach of its terms or of this law is ascertained. Before such revocation, the public administration is obliged to invite the company in writing to set forth its view in writing on the infringements attributed to it within a deadline of 15 days from receipt of such notice.
4. The gross income of companies referred to in para. 1 generated from service provision, which shall necessarily be collected by wire transfer, shall be calculated by adding on a profit margin to all manner of expenses and depreciation, less income tax (the cost-plus method). The profit margin applied by each company shall be computed by application of the criteria set out in the regulatory decision referred to in para 9 hereof and shall be confirmed by means of the decision referred to in para 2 having first been inspected by the Committee established by the Ministry and convened by decision of the same Minister. This Committee shall consist of a Counsellor or Deputy Commissioner of the State Legal Council serving with the Ministry of Finance & Economy acting as Chairman, and the heads of the Income Tax Directorate and the Foreign Capital Directorate of the same Ministry as well as one certified auditor, acting as members. The aforementioned profit margin shall be re-examined every five years or earlier where market conditions alter significantly.
5. In order to determine the profit margin, which may not be less than 5%, specific regard shall be had to the type of services provided, the area of business activity and the OECD Guidelines on intragroup charges.
6. In order to calculate the taxable income of the company, all expenses on which the profit margin is calculated shall be deducted from the gross income where supported by tax records which meet the conditions laid down in the Hellenic Accounting Books and Records Code.
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7. If for any reason the income of a company, presented in its books, is greater than the income computed using the method cited in para. 4, regard shall be had to book income.
8. All public services and authorities as well as private individuals are obliged to provide the Ministry of Finance & Economy’s Foreign Capital Directorate with all information requested and all possible assistance to ensure the problem-free implementation of this law.
9. A decision of the Minister of Finance & Economy shall be issued: a) laying down the particulars which applications should contain and the relevant supporting documents for inclusion of companies within the provisions hereof, b) specifically outlining the criteria cited in para. 4 hereof, c) designating the bodies and inspection procedure for companies as well as the grounds for revoking licences, and d) setting out the procedure and necessary supporting documents for the return of guarantee letters provided for by this law before replacement as well as all other modalities necessary for implementation of this law.
10. A similar decision may be issued laying down other coordinating or auxiliary services, apart from those cited in para. 1 hereof, which companies covered by this law may provide.
11. Greek companies may also be covered by the provisions of this law upon request, where they exclusively provide the services cited in para. 1 hereof at their branches abroad or at companies affiliated with them which are not established in Greece.
12. As of 1 January 2006 all regulatory or individual administrative decisions which have been issued in implementation of Law 89/1967 shall be repealed.

Real estate coperation

Sale & Leaseback /
Lease & Leaseback Projects
Hellenic
Public Real Estate
Corporation
Sales & Leaseback 01
HPREC, the Hellenic Republic’s Asset Manager is planning a program of Sale and Lease
Leaseback transactions as part of the implementation of an ambitious 2.2-billion Euro
program for the Accommodation for State Agencies throughout Greece.
Highlights of Sale and Lease Leaseback Transactions in Greece:
ñ Regulating Law Proposed by HPREC, under Governmental Review
ñ Implementation with the support of HPREC and under the supervision of the Ministry of Economy and Finance
ñ Invitation to International Property Investors to participate
HPREC & The Accommodation Program for State Agencies:
ñ Comprised of approximately 240 projects throughout Greece.
ñ Valued at 2.2 billion Euro
ñ HPREC has already engaged Financial and Legal Advisors
ñ Technical advisors will be engaged as required
Building of the General Secretariat for Trade
Sales & Leaseback 02
Sale & Leaseback or Lease & Leaseback Project Portfolio – Current Status
With the support of the Financial Advisor, HPREC is investigating Sale & Leaseback or Lease & Leaseback
Transactions aiming at the development of market depth and the enhancement of the attractiveness of such
schemes in Greece. As soon as the proposed legal framework for transactions of this type is finalized and approved,
a program will be initiated that is expected to include:
ñ Building of the General Secretariat for Trade
ñ Ministry of Transportation
ñ General Secretariats for Communication and Information
ñ HQs of the Ministries of Tourism & Culture
ñ Tax Offices
ñ Police Stations
ñ Custom Houses
ñ Ministry of Merchant Marine
ñ Ministry of Foreign Affairs
ñ Embassies
HQ of the Ministries of Tourism & Culture
Sales & Leaseback 03
Parties that might be interested in participating include:
ñ Property Investors
ñ Property Developers
ñ Financial Institutions
Highlights of the Draft Law:
ñ Sets legal framework for Sale & Leaseback or Lease & Leaseback transactions
ñ Allows the State to commit to long-term lease agreements
ñ Allows combination of agreements with building improvements or construction
Parties that might be interested in participating include:
ñ Property Investors
ñ Property Developers
ñ Financial Institutions
Highlights of the Draft Law:
ñ Sets legal framework for Sale & Leaseback or Lease & Leaseback transactions
ñ Allows the State to commit to long-term lease agreements
ñ Allows combination of agreements with building improvements or construction
General Secretariats for Communication and Information
Sales & Leaseback 04
Ministry of Merchant Marine
HPREC
HPREC was incorporated in 1979 and is a 100% state – owned enterprise supervised by the Ministry of National
Economy. The purpose of HPREC is to manage the real estate portfolio of the Greek State with the main objective
of maximising its value and to meet the accommodation needs and requirements of the Greek Public Sector. For
the implementation of the Accommodation Programme the HPREC will act as awarding authority.
To assist with the Accommodation Program, and following an international competition, HPEC appointed the
consortium of Bayerische Hypo – und Vereinsbank AG, Emporiki Bank of Greece S.A., Lambert Smith Hampton
(Hellas) S.A. as financial advisor for the implementation of the State Agencies Accommodation Program.
Sales & Leaseback 05
HPREC
Mr. Stelios Hatzidakis
158A Alexandras Ave.,
Athens, 114 71 Greece
Tel: +30 210 6459663
+30 210 6405168
Fax:+30 210 6405108
Email: ked-ath@ked.gr
Financial Advisor
Mr. Yannis Perrotis
Lambert Smith Hampton (Hellas) SA
4, Sekeri Street
106 74 Athens, Greece
Tel: +30 210 3603667
Fax:+30 210 3604571
Email: info@lsh.gr
More information regarding
Sale & Leaseback / Lease & Leaseback Projects in Greece and HPREC can be found at

http://www.ked.gr

http://www.sdit.mnec.gr/en

Contact – Links
For more information regarding HPREC’s
Sale & Leaseback / Lease & Leaseback Projects please contact:
Sales & Leaseback 06

ESTABLISHMENT OF A LIMITED LIABILITY COMPANY (E.P.E.)

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ESTABLISHMENT OF A LIMITED LIABILITY COMPANY (E.P.E.)
A Limited Liability Company called in Greek Law “etairia periorismenis efthinis (E.P.E.) (Mainly Law 3190/1955, Presidential Decree 419/1986) has the features of a partnership and a corporation. It constitutes a convenient form of organization for both small and medium-size enterprises. The liability of the participants is limited to the amount of their contribution.
ESTABLISHMENT
An EPE may be formed by one, two or more natural persons or legal entities, however a natural person or legal entity, may not be a single-partner of more than one EPE. The structure and operation of the EPE is ruled by the Articles of Association (Statute) which must be executed before a notary public, constitutes a registered public document and must state the following:
• Founders/shareholders: full name, profession, domicile and nationality.
• The company name: the company name of the EPE must either be formed by the name of one or more of its shareholders or by the business object and in all cases must include the additional designation “Limited Liability Company”.
• The registered office: must be established within the area of a Greek municipality or community.
• The object of the company: i.e. the kind of business that it will conduct. A Limited Liability Company may not carry on business that according to the law is conducted only by another type of company, i.e. banking and insurance business is provided by companies in the form of S.A. only.
• The equity capital: the minimum required equity capital amounts today to 18,000 € paid in full, either in cash or other assets as long as it is an asset viewable in the Balance Sheet. However, at least 50% of the capital must be paid in cash. If assets are contributed, their value must be officially appraised by a special committee according to the provision of Art. 9 of Law No. 2190/1920. The company’s capital is
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represented by company shares of a nominal value of 30 € or multiples thereof. The shares of a Limited Liability Company are not negotiable instruments, in principle they are freely transferable and inheritable. The company’s capital should be fully paid upon the signing of the Articles of Association. If the partners are not Greek nationals, natural persons or legal entities then, it must be certified with a “pink slip” issued by a bank, that the amount corresponding to the contribution of the partners, has been officially imported into Greece, prior to the deed of formation of the company.
• The duration of the company: The company is formed for a fixed period, as stipulated in the statute.
• The contribution of each founder.
REGISTRATION AND PUBLICATION PROCEDURES
• Within one month after the signing of the notary deed containing the Articles of Association, the company is registered in the Companies’ Registry of the local First Instance Court (where the company’s registered office is located). The competent Secretary registers the agreement in the Limited Liability Companies Registrar.
• An announcement of the registration and a summary of the deed containing the names of the partners, the company name, the registered office, the object of the company and the capital, the way of representation of the company etc. must be published, under the supervision of the partners or the managers, in the Government Gazette, “Bulletin of Corporations and Limited Liability Companies”. The company acquires legal personality, only after completion of the above-mentioned procedure and the publication date of the Gazette is deemed as the date of incorporation of the company.
• Upon establishment, the company is required to register with the Tax Office and procure accounting and company books stamped by the Tax Authorities and also register with the Local Chamber of Commerce.
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OPERATIONAL STRUCTURE
A Limited Liability Company operates on the basis of the Partners Meeting and the Administrator.
a) Partners Meeting
Major corporate issues may only be decided at a meeting of partners, which is characterised by the law as the “supreme corpus” of the company. These include amendments to the articles of association, the appointment or removal of administrators, the approval of the balance sheet, the distribution of profits, the commencement of legal proceedings against the administrators of the company or its members and the extension of its duration, amalgamation or dissolution of the company. Each partner has at least one vote at the meeting. If a partner holds more than one share, the number of his votes is equal to the number of his shares. A meeting of the partners must be convened at least once every year and within three months following the completion of the company’s accounting period.
The resolutions to be adopted at the meetings are generally passed with a majority of more than one half of the partners representing more than one half of the total capital of the company. However, a resolution involving an amendment to the articles of association, including the increase or decrease of the capital (which should take place in the presence of a notary public) requires a majority of at least three quarters of the partners representing at least three quarters of the company’s articles of association.
Notice: Limited by Shares companies may be transformed into a Limited Liability company.
b) Administrator
The management of a limited liability company may be entrusted under the articles of association or by a resolution adopted at partners meeting, to one or more administrators who may or may not be partners. This type of company does not have a board of directors.
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COST OF ESTABLISHMENT OF A LIMITED LIABILITY COMPANY (EPE)
Currently, the cost is determined by the following factors:
• Capital concentration fee: 1% of the equity capital.
• Lawyers’ Social Funds: (5.80+0.30%).
• Government Gazette fee: 290 €.
• Registration with the Chamber of Commerce (30 € for prevalidation and 372 € for registration).

Companies in Greece

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ESTABLISHMENT OF A LIMITED BY SHARES COMPANY (S.A.)
A Limited By Shares Company called in Greek Law “Anonymous Etairia”, A.E.”, is formed according to the provisions of Law 2190/20 as amended and currently in force, by Presidential Decree 409/86, Presidential Decree 498/87, Presidential Decree 56/91, Presidential Decree 14/93, Presidential Decree 360/93, Presidential Decree 367/94, Presidential Decree 326/94, Presidential Decree 325/94, Presidential Decree 882/94, Presidential Decree 60/01 and Law 2065/92, Law 2166/93, Law 2286/95, Law 2339/95, Law 2523/97, Law 2941/01. A Limited By Shares Company (Corporation) is a stock company in which the liability of a shareholder is limited to the amount of contributions to the capital, which is represented by shares of stock.
ESTABLISHMENT
The formation of a Limited By Shares Company (S.A.) may be effected by, two, at least, or more natural persons or legal entities and involves the following stages:
• adoption of the statute
• subscription of the share capital
• administrative authorization
• publication
• prevalidation of tradename
• Draft of Articles of Association
• Approval of tradename/registration by Commercial Chamber
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In particular:
• Filing of application for the pre-validation of the Company’s tradename with the (Athens) Chamber of Commerce, which is valid for two months. (deposit of 30 €).
• Composition of Draft Articles of Association / Statutes [deposit to (Athens) Bar, competition fee 1‰, Government Gazette publication fee regarding establishment].
• Pre-approval of Company’ s tradename by the Chamber of Commerce and issue of relevant certificate in two copies (one of which is certified to be filed with the Prefecture).
• Place of business must be established [it is eventually required definitely during the registration with the tax authorities, where a certified signed lease (or any other: purchase, own-use statement)] must be submitted.
• Filing of the drafted Articles of Association with the competent Prefecture (together with a relevant application, the receipt of payment for the publication of a resume of the establishment in the Government Gazette (544.67 €), the resume itself, receipt of payment of the competition fee (1‰), Prefecture’s announcement in seven copies, certification of Chamber of Commerce regarding the pre-approval of the Company’s tradename).
• Share Capital [minimum – 60,000 € must be either paid or at least founders must have undertaken the obligation to make payment before the publication – incorporation of the company].
• Pursuant to the filing of the above, the Prefecture both issues the relevant administrative authorization and approval of the Articles of Association, which is then codified as the “official Articles of Association” of the company, as well as registers the company in its registrar, which (time-wise) means that the text may be given for publication and the Tax of Capital Concentration may be paid, in order to issue a taxpayer’s registration number.
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• Please note that within one month from the above date (of registration and authorization) the Company must file with the Prefecture a copy of the announcement of the Prefecture regarding the establishment certified by the competent Tax Authority (the payment of the Capital Concentration Tax -1%- is a prerequisite for such certification) and a receipt by the National Printery, evidencing filing of the documents for publication.
• Registration with the (Athens) Chamber of Commerce [deposit 372 €].
• Within two months from the establishment of the Company, the latter’s Board of Directors must hold a meeting to verify payment of the share capital.
a) Adoption of the statutes
When forming a Limited by Shares Company the founders of the company must adopt the statutes of the company and sign the articles of incorporation before a notary. The law provides the minimum content of the statutes which is: the name and the object of the company, the registered office, the duration, the amount and the way of paying in the subscribed capital, the kind, number, nominal value and the issue of the shares, the appointed auditors, the rights of the share holders, etc. [Article 2 of Law 2190/20, as amended by Article 2 of Presidential Decree 409/86].
b) Administrative Authorization
The statutes must be approved by the responsible prefecture- department of commerce, in Athens or depending on where the corporation is to be established.
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c) Publication/Registration
• After the signing of the notary deed containing the statutes, the company is registered in the Companies’ Registry of the local court (where the company’s registered office is located).
• A summary of the deed containing the names of the founders, the company name, the registered office, the object of the company and the capital, the way of representation of the company etc. must be published, under the supervision of the board of directors, in the Government Gazette, “Bulletin of Limited By Shares and Limited Liability Companies”. The company acquires legal personality, only after completion of the above-mentioned procedure and the publication date of the Government Gazette is deemed as the date of incorporation of the company. As far as the public and third parties are concerned, the company is deemed to have acquired legal personality after its registration in the companies’ registry and the relevant publication.
• Upon establishment, the company is required to register with the Tax Office and procure accounting and company books stamped by the Tax Authorities and also register with the Local Chamber of Commerce. For the purpose of such registration, the capital concentration fee (1%) must be paid.
OPERATIONAL STRUCTURE
The General Meeting of the Shareholders is the supreme governing body of a Limited by Shares Company having the right to decide on all matters concerning the company. The board of directors has the executive powers of the company (including representative authority).
a) Shareholders’ General Meeting
The General Meeting of the shareholders has the sole authority to decide on:
• amendments to the statutes, including capital increases or reductions.
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• election of directors and statutory auditors.
• approval of the company’s balance sheet.
• appropriation of annual profits and director’s fees.
• issuance of bonds
• amalgamation, extension of duration, or dissolution of the company.
• appointment of liquidators
An annual (ordinary) general meeting of the shareholders must be held within six months of the end of each fiscal year. Extraordinary general meetings may be held at any time according to the procedure provided for by the Law. General meetings are held at the registered office of the company.
b) Board of Directors
The management of a Limited by Shares Company is the responsibility of the board of directors. The directors are elected by the General Meeting of the Shareholders. A director needs not to be a shareholder. The statutes may delegate certain authority to one or more directors or executive directors of the company.

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