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Greece

Selling-on

Updated 12/2011

Legal requirements

Types of business transfer

The transfer process may be complex (lasting between five to ten years) and may involve a large tax payment. Early and accurate planning can help minimise such issues.

Transfer types include:

  • Unplanned transfer: sudden event (death, disability) or unforeseen financial disaster.
  • Planned full transfer: retirement of the transferor, transfer for rehabilitation of children, change of occupation.
  • Planned partial transfer: with or without transferring the management of the company.

Free transfer

It concerns single-member companies (natural person): can take place within the family through succession, donation, inheritance, transfer of total number of shares, deed inter vivos (sale contract) or in the case of death of the owner, through accepting inheritance.

Paid transfer

Carried out through sale by the owner to the management or employees outside the family, as well as through sales to third parties or existing companies.

Business transfers: a step-by-step guide

Transfer procedures vary depending on the type of company:

  • Single-member company (natural person): through deed inter vivos (sale contract) or in the case of death of the owner, the company is transferred to his/her heirs.
  • General partnership: General partnership - equity shares may be transferred by deed of transfer inter vivos (i.e. transfer of property or interest during a person's lifetime) if provided for in the statute or agreed by all partners.
  • Limited partnership: Limited partnership - a shareholding transfer to this type of company is possible only if agreed by all partners.
  • Capital company: the transfer of shares of a Limited Liability Company is possible, unless otherwise specified in the statute, but is more complicated that the transfer of shares of a Public Limited Company.

The transfer of Public Limited Companies occurs by transferring shares; the statute may set limitations only with regard to nominal shares.

Incentives

As far as business transfer incentives are concerned, the following legislation applies:

The transfer of the operating licence to a new company partner is also dealt with from a legal point of view, in the case that it has expired, provided that the operations of the engineering plant, which may change ownership without nevertheless posing an additional burden on the environment, have not been terminated, at least from an economic point of view.

Taxes

Taxes for business transfers vary considerably. The real value of a business transferred to non-relatives is taxed at 20%, while a transfer to a first- or second-degree relative is taxed at 1.2% or 2.4% respectively.

The lowest real value is calculated on the basis of Ministerial Circular 1053/2003.

For a transfer due to retirement, tax does not apply to an increase in business value resulting from a transfer from parent to child or between spouses.

If the company is listed on the Stock Exchange, the transfer to relatives is taxed at 2.4%. In the case of a donation from parent to child or between spouses, it is taxed at a rate of 0.6%. This rate increases to 1.2% for transfers to other relatives.

Taking over an existing company is a worthwhile alternative to setting up a new business.

Administrative procedures

Business transfer procedures

The process relating to the transfer of PLC shares (sale - donation - transfer from parent to child) envisages for the following:

  • Notarial or private document
  • Approval by the Head of the competent tax office - Tax payment
  • Registration under the Book of Shares and Shareholders
  • Apostille on share title or issuance of a new share title

The process relating to the transfer by a deed of transfer inter vivos in the case of a limited liability company (sale - donation - transfer from parent to child) envisages for the following:

  • Notarial or private document
  • Approval by the competent tax office - Tax payment
  • Statute amendment (in the case of a private contract)
  • Registration, within one month with the Secretariat of the Court of First Instance
  • Publication of a summary in the Government Gazette
  • Registration

The process relating to the transfer by a deed of transfer inter vivos of general partnership/limited partnership company shares, (sale - donation - transfer from parent to child) envisages for the following:

  • Existence of a relevant statutory provision in the book of shareholders or agreement between all partners
  • Draw-up of a private contract
  • Approval by the competent tax office - Tax payment
  • Registration with the Court of First Instance.

The relevant forms are available on the website below:

Programmes

In the context of the operation of the Special TEMPME Fund, the TEMPME 5-04 scheme exists which concerns small and medium-sized companies of any kind, which have been in operation for at least 2 years prior to the application for security and wish to proceed to a buyout, merger or acquisition.  Business funding concerns:

  • The acquisitions of shares, assets and liabilities necessary for the smooth and uninterrupted operation and functioning of companies.
  • Covering for costs relating to succession rights or other obligations arising from the buyout, merger or transfer of the company.
  • Investments in fixed assets or equipment or intangible assets, to be implemented within 18 months from the date of buyout, merger or transfer.

The website of the scheme is the following:

Help & advice

Help & advice

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

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