The law on the modernisation and development, and the law on taxation determine the liquidation of companies.
Types of dissolution
The following types of dissolution exist:
Voluntary liquidation takes place due to the winding up of a company.
Enforced liquidation takes place following bankruptcy of a company.
The law governing dissolution and liquidation matters is determined in accordance with the legal form of the business, namely:
- for personal businesses (single-person, general partnerships and limited partnerships, in accordance with the provisions of the Civil Code;
- for Limited Liability Companies (LLC) and single-member LLCs, in accordance with the relevant law;
- for Public Limited Companie s (PLCs), in accordance with the relevant law.
The relevant legislation is the following:
When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.
A bill on the operation of a one-stop shop is to be voted for by Greek authorities. In any case forms concerning the insolvency of companies are available on the website below:
There are a number of administrative steps to follow when closing a company:
- dissolution decision by the partners' assembly. More specifically, in the case of private enterprises (general and limited partnerships), a relevant decision should be made by the partners. As far as PLCs are concerned the decision should be made by the shareholders' general assembly. In the case of LLCs, the decision should be made by the partners' general assembly;
- liquidation balance sheet and legal procedures for dissolution;
- winding-up balance sheet;
- distribution of value share (if available);
- dissolution before a court of first instance (for general and limited partnerships);
- dissolution before the local Prefects for PLCs & LLCs;
- termination declaration at the tax office following completion of the winding-up process;
- through a document concerning the interruption of information provided to security organisations (OAEE, chambers, IKA-ETAM).
The inventory of stocks for companies subject to taxation in Greece is carried out up until the deadline for the submission of an income tax declaration. For income acquired during the period of winding up, this amounts to one (1) month after the end of the liquidation.
In case the liquidation period is extended to more than one year, a provisional income tax declaration shall be submitted on the revenue for each year, within one (1) month from its end, with the final declaration being submitted simultaneously upon termination of the liquidation.
Business deregistration (strike off)
To voluntarily close a business, you need to deregister it from the registry of the relevant trade chamber by submitting the following documents:
- To deregister partnerships a settlement agreement authenticated by the Court of First Instance should be provided.
- To deregister a LLC: the Government Gazette where the dissolution has been published (if this has not yet been published, then the dissolution contract authenticated by the Court of First Instance should be provided).
- To deregister a PLC: the Government Gazette where the dissolution has been published (if this has not yet been published, the Prefecture decision).
- For the deregistration of Cooperatives and Joint Ventures: the dissolution agreement or expiry of its duration.
Social insurance deregistration
Social insurance deregistration only takes place following permanent withdrawal of the policyholder from OAEE. This is evidenced by a certificate of the termination of the duties of the competent tax office regarding the permanent termination of the works of a natural or legal person, and income tax declarations.
For the deregistration of an individual as company member, it is necessary to either dissolve the company or amend its statute. In the case of a PLC, deregistration is achieved through reducing the rate of participation to less than 3%, or withdrawing from the Board of Directors.
Social Insurance deregistration can take place retroactively should this occur. The Social Insurance deregistration deadline for OAEE policyholders is taken to be the last day of the month during which the activity was terminated.
To deregister from the tax register, the competent tax office should be informed of the liquidation of the company. Once the legal proceedings for the dissolution of a company are completed, a business termination process is launched by the tax office by submitting the following documents:
- Submission of an M3 Form to the register for the amendment - liquidation of the company, along with the appointment of a liquidator (within one month after the decision)
- Drafting of a balance sheet for the launch of clearance for the period starting (the first day after the latest balance sheet) and ending (the date when the dissolution statute has been issued).
- Clearance accounts
- Drafting of a clearance balance sheet
- Cancellation of all tax information (anytime before the submission of a final work termination statement - the code stamps the cancellation on the M4 form)
- Submission of M4 form on the Register, accompanied by the opening and closing clearance balance sheet.
Depending on the corporate form of the company under liquidation, the liquidators draw up the final financial statements after the end of the liquidation. They are required to publish these on the PLC and LLC issue of the Government Gazette.
If the reason for deregistering for taxes is the death of the business owner, his/her heirs have to submit a termination statement to the tax office within 10 days of the renunciation deadline.
In any case forms concerning the insolvency of companies are available on the website below:
In summary, the statutory procedural requirements for liquidated entities, as far as legal persons are concerned, are:
- Minutes of the General Assembly deciding on the dissolution of the company and appointing a liquidator
- Statute concerning the dissolution and a summary of the above for the Government Gazette by a notary public
- Publication of the above in the Government Gazette
- Submission of the statute to the local tax office, the Lawyers' Fund, the lawyers' pension fund, the Court of First Instance, and finally, the local Chamber.