Doing Business In... 2019 Comparisons

Last Updated July 15, 2019

Contributed By Zepos & Yannopoulos

Law and Practice

Authors



Zepos & Yannopoulos is one of the longest-established law firms in Greece. With more than 75 attorneys, 20 economists and 55 support staff, it is also one of the largest law firms in Greece and the only one that offers comprehensive legal and tax and accounting services. Most of the firm's clients are foreign legal entities doing business in Greece. The corporate practice is heavily involved in M&A transactions, primarily from the side of inbound investors, advising on everything from strategy design to due diligence, and from negotiation to implementation. The practice focuses on transactions in a range of industries, including energy, insurance, real estate, food and beverage, healthcare, hospitality and leisure, and private equity. Its multidisciplinary approach allows it to provide seamless legal services covering areas such as corporate governance, directors’ liabilities, data protection, labour and employment, AML, competition and tax.

Greek law is integrated in the civil law procedural systems. Judicial power lies with the courts of law, which uniformly apply Greek laws. Apart from stricto sensu decisions, courts also review the constitutionality of laws and the constitutionality and legality of all other statutory instruments.

Greek law defines the scope of powers as well as the jurisdiction of the different courts. There are both administrative and civil courts of law (the latter hearing both civil and criminal cases). These courts have general jurisdiction, as most courts of special jurisdiction have been abolished under the Greek legal system. The supreme administrative court is the Council of State (Symvoulio tis Epikrateias) established after the model of the French Conseil d’État. It has an advisory function with regard to the constitutionality of secondary legislation and it is the administrative court of first and last instance for applications for review of administrative acts for breach of law or abuse of discretionary power. It is also the court that rules on final appeals against judgments of the lower (first and second instance) administrative courts. When the law provides for a full judicial review of an administrative dispute on the grounds of both law and merit, this dispute is brought before the administrative courts of first instance and, as an exception, of second instance, which also hear appeals against judgments of the first instance administrative courts. The civil courts hear all 'private disputes' (disputes between individuals or entities), as well as cases of non-contentious proceedings. Final appeals on points of law, both in civil and criminal cases, are decided by the supreme civil court (Areios Pagos).

As a matter of principle, Greece is open to foreign investments and encouraging foreign investment forms part of the Greek government’s policy. The fairly recent liberalisation of markets previously closed to both foreign and domestic private investors, such as the telecommunications, electricity and gas markets, has also been a significant step towards the creation of more opportunities for foreign investors. With this aim, the Hellenic Corporation of Assets and Participations (HCAP) was established by virtue of Law 4389/2016 and is entrusted with exploiting and maximising the value of all assets and/or participations of the Greek state in order to contribute to the economic development of the country through investments.

The Greek structural policy also involves the use of investment incentives to enhance the Greek economy’s competitiveness. The main legal tools regarding investment incentives are Law 3908/2011 on aid for private investments to promote economic growth, entrepreneurship and regional cohesion, and Law 4399/2016 on the establishment of private investment aid schemes for the regional and economic development of Greece.

Generally, foreign investments do not require approval from local authorities, except for certain limited exceptions that may be viewed as restrictive and should be assessed by foreign and particularly non-EU investors. Greek law imposes certain restrictions on foreign investments in relation to real estate occupation or ownership in border regions and on certain islands, in the context of national security considerations. More specifically, non-EU or EFTA individuals or legal entities may not proceed without prior approval from the competent decentralised administration office with any transaction, pursuant to which a contractual right or a right in rem is granted in their favour, or pursuant to which such individuals or legal entities acquire shares of companies (irrespective of the companies’ legal forms) that own real estate property located in certain border regions of Greece, as such regions are prescribed by Article 24 of Law 1892/1990. Another example is Legislative Decree 210/1973 providing for special approval of contracts for the transfer to foreign (natural or legal) persons or the concession to such persons of the use/exploitation of mining rights.

Foreign investors should also take into consideration obligations relating to share acquisitions exceeding specific thresholds in certain more sensitive industries, eg, in the banking, media and investment-management sectors. In this context, it is also worth noting that investments from non-EU/EEA investors in specific sectors, such as the banking sector, shall not fall within the ambit of the favourable regime introduced by EU legislation establishing a common framework regulating investment schemes by EU investors.

The approval procedure regarding foreign investments in relation to real estate occupation or ownership in border regions of Greece is prescribed by the provisions of Law 1892/1990 and involves the filing of a petition to 'lift' the relevant restrictions. The interested parties must file such petition to a committee established at the competent decentralised administration office and must indicate the intended purpose of the property’s use. The committee’s decision to 'lift' the restrictions also needs to be approved by the minister of national defence. It should be noted that this procedure has been substantially simplified by virtue of recent Law 3978/2011 (amending certain provisions of Law 1892/1990) and approval is usually expected to be granted within three to four months.

By virtue of Article 30 of Law 1892/1990 any transactions concluded in deviation/breach of the provisions of such law are deemed null and void. As regards sanctions, fines and imprisonment of up to one year are imposable on the public notaries drafting the relevant notarial deeds, as well as the contracting parties. Public notaries are also liable by virtue of the Public Notaries Code. 

In terms of mining rights, the absence of the approval prescribed by Legislative Decree 210/1973 shall also render the respective contracts null and void.

Please refer to 2.1 Approval of Foreign Investments and 2.2 Procedure and Sanctions in Case of Non-Compliance, above.

If in the context of the procedures described in 2.1 Approval of Foreign Investments and 2.2 Procedure and Sanctions in Case of Non-Compliance above, the competent authorities refuse to grant the requested approvals, the interested parties may challenge the respective decisions before the competent Greek administrative courts. The backlog confronting the Greek courts and bureaucracy often results in lack of flexibility and delays. However, in recent years there have been significant efforts to simplify and expedite proceedings wherever possible.

The main corporate vehicles available to businesses under Greek law are the following:

  • the stock corporation or Anonimi Eteria (AE), which is an equivalent of a Société Anonyme;
  • the Eteria Periorismenis Efthinis (EPE), which is a limited liability company;
  • the Idiotiki Kefaleouhiki Eteria (IKE), which is the equivalent of a private company;
  • the Omorrythimi Eteria (OE), which is equivalent to a general partnership; and
  • the Eterorrythmi Eteria (EE) which is equivalent to the limited partnership.

An AE is generally considered the most appropriate form for large multi-stakeholder businesses and may be privately held or publicly traded. The IKE is often the most flexible and cost-efficient form, while partnerships are recommended for smaller-scale ventures.

Stock Corporation - AE

An AE is a joint-stock company, in which the liability of the shareholder is limited to the amount of their/its contribution to the share capital, which is divided into shares. The AE may issue different classes of shares (common and preferred), while it is the only vehicle which can issue bond loans. Legal entities that are founders of AEs do not need to obtain Greek tax registration numbers (AFM), unlike founders of EPEs and IKEs. There are no limitations on nationality or residence. Incorporation requires at least one shareholder, either a natural or legal person.

The minimum share capital of an AE is EUR25,000 and this has to be paid in full (or in part, subject to certain conditions) within two months of the effective date of incorporation. The payment of the share capital may be either in cash or in other assets, including intangibles. The latter (payment in assets) requires a valuation procedure by two chartered auditor accountants or an audit company or, as the case may be, by two independent certified valuators, completion of which may require substantial time.

The day-to-day affairs of an AE are administered by a board of directors, which must have at least three members. Micro and small AEs have the right to appoint a single director/administrator instead of a board of directors, but this is not applicable to medium, large and listed companies. The classification of companies as 'micro', 'small', 'medium' and 'large' is based on quantitative criteria, provided for under Greek Law 4308/2014. In principle, the board represents and binds the company in all matters, except corporate affairs falling within the exclusive power of the General Meeting of shareholders. All board members need to have a Greek tax registration number (AFM), while executive members of the board who are non-EU residents need to have a residency and/or work permit.

The General Meeting of shareholders is the highest body of the AE and has jurisdiction over significant corporate affairs (such as amendment of the Articles of Association, distribution of dividends, election of the board of directors, transformation of the company, etc) and it approves the annual financial statements of the AE.

Limited Liability Companies – EPE and IKE

Greek law recognises two distinct types of limited liability companies, namely the Eteria Periorismenis Eftinis (EPE) and the Idiotiki Kefaleouchiki Eteria or private company (IKE).

The EPE constitutes the common corporate vehicle of choice for small and medium-sized businesses. On the other hand, the popularity of the IKE has risen in recent years (especially with start-up businesses) in view of the fact that it offers a flexible and informal structure (eg, in principle there is no requirement for its constitutional documents to be notarised by means of a public deed, the registered corporate name of the IKE may be fictitious or in a foreign language).

Both the EPE and IKE combine features of a partnership and a corporation. As a general rule, the liability of the partners is limited to the amount of their contributions. The EPE and IKE may be established and operate as, or subsequently become, a single partner entity. It should be noted, however, that establishment of a single-partner EPE is invalid if: the sole partner (individual or legal entity) is the sole partner of another single-partner EPE, or if the sole partner of the single-partner EPE is another single-partner EPE. No similar restriction applies in respect of an IKE.

There are no minimum capital restrictions as to the due formation of an EPE or IKE. Consequently, the partners may freely determine the amount of capital to be contributed. Contributions in an IKE may either be of a capital nature (ie, subject to valuation) and therefore payable in cash, or in kind or non-capital, or even in the form of a guarantee (offer of credit liability; undertaking the obligation to pay the company’s debts).

The powers of management and representation in an EPE or IKE are exercised by one or more administrators, who may be foreign individuals. Such individuals, however, are required to have a Greek tax registration number (AFM).

In both an EPE and an IKE the meeting of the partners is the highest body of the EPE and IKE respectively, solely authorised to resolve significant corporate affairs (such as amendment of the Articles of Association, distribution of dividends, election of the board of directors, transformation of the company, etc) and to approve the annual financial statements of the EPE or IKE.

Partnerships – General (OE) or Limited (EE)

The general partnership (OE) is defined as a partnership in which all partners are liable, jointly and severally for the partnership debts. According to Greek law, an OE is a legal entity. Such business type is very flexible and requires minimum costs for establishment and legal compliance, but entails a serious risk for the participants, as they are subject to personal liability for corporate debts. In particular, all partners of an OE qualify as 'merchants,' according to the law, solely on the basis of their participation in an OE (derivative commerciality of the partners). The bankruptcy of the legal entity of the OE results ipso facto in the parallel bankruptcy of its partners. The OE is therefore most commonly used for small family businesses.

A limited partnership (EE) in Greek law is a partnership with one or more general partners and one or more limited partners. An EE cannot exist without at least one general partner and, should the general partner cease to participate, such partner must be replaced or, otherwise, the partnership must be dissolved. However, if the limited partner of an EE has ceased to participate in any way, the partnership may continue trading in the form of an OE.

In an EE, the general partners have unlimited liability whereas the limited partners have limited liability for up to the amount of their contribution only. In other words, general partners are fully liable in respect of any liabilities of the EE in parallel with the latter. Thus, any third party may seek from a general partner the satisfaction of a claim against the EE, without having to turn to the partnership itself. A limited partner may also be fully liable for the debts of the EE only if the name of such partner is included in the partnership name and the debtor in question is not aware that such partner is a limited partner.

There are no minimum capital restrictions as to the due formation of an OE or EE. While the management of an OE is in the hands of all the partners, unless otherwise provided for in the constitutional documents, the limited partners of an EE cannot manage the partnership.

An AE

An AE is formed through a simplified, one-stop procedure provided for under Greek Law 3853/2010. The Articles of Association (AoA) of the AE can be executed before a Notary Public in Greece or by virtue of a private agreement, if a 'model' AoA document, whose content is provided for in the law is used (and which limited content must be mandatorily followed without deviation). In essence, an AE is established through the Notary Public (or when the model AoA is used, through the General Commercial Registry Office). This acts as a one-stop shop, and is responsible for the online registration of the establishment of the company with the General Commercial Registry (GEMI), which is the competent authority to keep the company’s records. The date of entry of the AE in the GEMI is the effective date of incorporation of the company. A summary of the AoA of the newly established company is further published on the website of the GEMI. Administrative approval is only required for companies active in specific business sectors, namely, publicly traded companies, banking and credit institutions, insurance companies and sports clubs.

The establishment procedure of an AE is usually completed within ten to 15 days. Its average cost is in the range of EUR4,500 and includes legal fees, notarial fees and various incorporation fees in the form of taxes, duties and publication expenses.

An EPE and IKE

An EPE and IKE are also formed through a simplified, one-stop procedure. The AoA of an EPE can be executed either by virtue of a notarial deed before a Notary Public in Greece or by virtue of a private agreement where the 'model' AoA is used. However this is not possible if:

  • the founder/partner (individual or legal entity) is the sole partner of another single-partner EPE (or equivalent); or 
  • the founder/partner is itself a single-partner EPE (or equivalent).

An EPE is established through the Notary Public (or when the model AoA is used, through the General Commercial Registry Office). This acts as a one-stop shop and is responsible for the online registration of the establishment of the company with the GEMI, which is the competent authority to keep the company’s records. The date of said entry of the incorporation of the EPE in the GEMI is the effective date of incorporation of the company.

In IKEs, the AoA can be executed by notarial deed when real estate contributions are made, or when it is required by a special provision in the law, or when the founders wish so; in all other cases the AoA document is executed by private agreement. An IKE is established through the Notary Public, or a 'Citizens Service Centre' (KEP) – a municipal authority, or the General Commercial Registry Office, depending on the type of contributions made. This acts as a one-stop shop and is responsible for the online registration of the establishment of the company with the GEMI, which is the competent authority to keep the company’s records. It is obligatory for an IKE to maintain a web page and to notify same to the GEMI within one month of its establishment.

The establishment procedure of an EPE is usually completed within ten to 15 days. Its average cost is in the range of EUR3,500 which includes legal fees, notarial fees and various incorporation fees in the form of taxes, duties and publication expenses. The establishment of an IKE may be completed within two business days from the submission of all documents with the GEMI and at a relatively low cost of approximately EUR1,500 (including legal fees, various incorporation fees in the form of taxes, duties and publication expenses).

Articles of Association

Last but not least, the AoA of an OE or an EE may be drawn up either by private contract or by public deed. The AoA govern the partnership and must be made public by the publication of an extract thereof. This extract must contain at least the full name and residence of the partners, the registered name and the registered office of the partnership, the object of the partnership and the persons with authority to manage the business and to sign on behalf of the partnership. The AoA of an EE must also make reference to the full name and residence of the limited partners as well as the amount of their contributions. The establishment procedure includes filing the AoA of the partnership with the GEMI and the partnership is deemed to have been formed as of the date such procedure is concluded.

All companies (whether public or private) must disclose certain resolutions taken either by the board of directors/administrators or by the General Meeting of shareholders/meeting of partners as set out by the law. This includes, for example, amendments to the AoA, election of the board of directors, mergers, invitations to General Meetings, etc. Such information must be submitted to or uploaded on the website of the competent GEMI within 20 days from the date thereof. Companies subject to International Accounting Standards must also publish certain information (such as the Annual Financial Statements) on their website.

Besides the above, and unlike other types of companies, AEs must also comply with the following additional disclosure requirements:

  • a change in the identity of the sole shareholder or concentration of all shares to one sole shareholder; and
  • any resolutions regarding the approval of related-parties transactions of the company.

Such actions/resolutions must be submitted to or uploaded on the website of the competent GEMI.

According to a new law on Anti-Money Laundering (Greek Law 4557/2018 implemented in Greece EU Directive 2015/849, 4th AML Directive) all companies will be obliged to have an Ultimate Beneficial Owner’s (UBO) Registry and to have on record the information of the individual/natural person who is the ultimate beneficial owner of the company, due to the control or dominant influence that he/she exercises on the company, directly or indirectly. Once the UBOs are traced by the legal entity, a special register should be kept at its registered offices and with the Central UBO Registry through the Greek fiscal platform called 'Taxisnet.' The date of effectiveness of the Central UBO Registry was set to be 31 March 2019, however, failing to comply with such provision the Greek parliament voted in a new law on 15 April 2019 amending the said provision and providing for a ministerial decision to be issued to this effect. Regarding the submission of the special registries of the companies to this Central UBO Registry, it has been provided that the companies would be gradually registered with the Central UBO Registry per company type, following the initiation of its operation, by virtue of the issuance of respective announcements regarding the registration deadlines.

In view of the above, on 20 June 2019, the Ministry of Finance issued a decision no 67343 EΞ 2019 setting up the Central UBO Registry and determining the respective deadlines for the initial filing obligation which is divided into three stages and per group of entities. The initial filing obligation for all entities specified therein should take place before the end of 2019.

In principle the main corporate actors of companies such as an AE, EPE and IKE are:

  • the General Meeting of shareholders (or meeting of partners for EPEs and IKEs) – the GM; and
  • the Board of Directors (or administrator/s for EPEs and IKEs, or sole director/administrator for small AEs) – the BoD or Administrative Body.

The typical governing body in Greece is the BoD/Administrative Body (ie, Greece follows the one-tier governing model).

While in EPEs and IKEs, the Administrative Body consists of one or more administrators acting either separately or jointly, in AEs the BoD shall consist of at least three members and not more than 15, the exact number being determined by the GM or the AoA. Furthermore, as mentioned above, for micro or small-sized AEs, the law provides for the possibility of appointment of a single-member administrative body (sole director/administrator) elected by the GM. The sole director/administrator shall always be a natural person and the same rules applicable to the BoD shall apply as such. Large and medium-sized companies, or companies with shares admitted to a regulated market, are exempted from the possibility of appointing a single-member board.

The GM is the highest governing body of the company and is the only competent body to resolve on certain material issues as set forth in the law and the AoA. Whereas the Administrative Body’s duty is to manage the company, and to represent it judicially and out of court, ie, in its relations with third parties. In general, the Administrative Body is competent to administer the assets of the company and to perform the object of the company’s activity, within the limits of the law and excluding matters decided by the GM.

The Administrative Body may delegate the powers of management and representation of the company to one or more persons, members or non-members, if so permitted, in accordance with the AoA. The AOA may also authorise the Administrative Body or require the Administrative Body to entrust internal control to one or more non-members.

Additionally, in AEs, following a respective provision in the AoA or a resolution of the BoD, an executive committee may also be elected and be delegated certain powers or functions of the BoD. In such a case, the composition, responsibilities, tasks and manner of decision-making of the executive committee, as well as any matter relating to its operation, shall be governed by the AoA or the resolution of the BoD that elected the committee.

The Hellenic Federation of Enterprises has also issued a Code of Corporate Governance (the CGC), which is not mandatory for companies but rather 'soft law'. Such code provides that companies admitted to a regulated market should, in addition to the BoD, establish an audit committee to audit financial information, operate the internal audit of the company efficiently, handle risk management and audit the independency and objectiveness of the auditors of the company.

In public companies, therefore, the BoD operates through various committees, such as the audit committee, the remuneration committee and nomination committee. In addition, public companies have:

  • an internal audit unit;
  • a shareholders' relations unit; and
  • a corporate announcements unit.

The BoD, nevertheless, remains fully responsible for decisions under its responsibilities and, unless the BoD expressly decides to delegate particular powers to the committees, the committees have only an advisory role. Board committees aim to develop specialised knowledge, discuss issues within their remit in depth, and make recommendations to the BoD.

During the management of the company’s affairs, BoD members and administrators have fiduciary duties towards the company, namely a duty of loyalty (to promote the company’s best interest and to accomplish the company’s objectives and omit actions that could be harmful to the company’s interests) and a duty of care (to abide by their obligations provided in the law, the company’s AoA and the resolutions of the GM, and to act to the company’s benefit and in its best interests).

Under Greek law, as a general rule, any BoD member is liable only vis-à-vis the company for any default (either wilful misconduct or negligence, including slight negligence), namely for any act or omission that took place during the management of the corporate affairs that was harmful to the company. 

This liability shall not exist if the member of the BoD proves that in the performance of their duties they showed the diligence of a prudent director operating in similar circumstances and thus met the requirements of the 'business judgment rule.' The determination of whether the BoD member in question met such standard shall also take into consideration the particular skills and capacities of such member, their respective position and/or the duties that were assigned to them.

In particular, under the 'business judgment rule' test, liability does not exist in respect of acts or omissions that:

  • were performed on the basis of a lawful resolution reached by the GM of the company; or
  • constitute a reasonable business decision reached in good faith, based on sufficient information available at the time and in order to further the corporate interest.

It should be noted that regarding the abovementioned fiduciary duties, liability and exemption therefrom also apply to third persons, non-BoD members, who have been assigned representation and/or managerial powers by the BoD.

Breach of the fiduciary duties of the members of the BoD may trigger a legal action brought by the company against them. The company's claims are time-barred three years after the act or omission.

If a joint act of more than one member of the BoD causes damage or if more than one person is responsible for the same damage, they are all jointly liable. The court may also regulate the right of recourse between the liable directors.

Furthermore, liability of a member of the BoD vis-à-vis third parties may include liability on the basis of tort, provided it is established that an illegal act or omission by a BoD member has a direct causal link with damage sustained by the third party, including moral damages. By way of example, this liability may exist towards the company’s suppliers, employees, the Greek State, or the company’s shareholders.

Furthermore, personal liability is awarded to directors and managers in tax and social security legislation. Such liability extends to personal assets of the directors and managers. Directors and managers may also be held criminally liable for certain offences set out in the law, according to which, monetary fines (and/or, in some cases, even imprisonment) are triggered for BoD members who fail to comply with the obligations imposed by the law with respect to various issues, such as making false statements to the public through publications pertaining to the registration and payment of the share capital, etc.

On a national level, the concept of parental liability often invokes issues pertaining to the principles of:

  • the separate legal entity status of legal persons:
  • equal treatment; and
  • legal certainty.

Substantial reservations regarding the piercing of the corporate veil are traced both in theory and in case law, with only specific exceptions (eg, the subsidiary acting as a representative of the parent or just an instrument, the theory of principal’s liability for agent’s tortious behaviour, the theory of alter ego, the insufficient capitalisation of the subsidiary etc). According to the 'principle of separation' standardly accepted in Greek law, each legal person is a carrier of only their own rights and obligations. Moreover, as accepted in the wording of case law: “This basic rule (of independence) may not be observed only when, after an overall and constant weighing of interests and purposes (financial and social), another legal path is imposed. In order to not undermine the institution of legal personality, this diverging option is the exception to the rule and it may be followed only when extremely serious or extraordinary conditions exist” (Piraeus Court of Appeals, 567/2008). Also according to settled case law, the shareholding relationship in itself, even if the businessperson holds or controls 100% of shares or parts of the legal person, is not enough to pierce the corporate veil.

According to standard legal theory regarding piercing the corporate veil, the connection between affiliated companies does not harm the legal independence of dependent companies, not even indirectly, since no provision exists establishing liability either under private or cumulative assumption of a company's obligations by an affiliate, even if the connection arises from universal participation or unlimited control. The affiliates enter into contracts independently, are independently liable and proceed to acquisitions independently. It is of course self-evident that no 'liability of group of companies' may be conceived, since there is no such subject of the law.

As standardly accepted both by legal theory and by case law, in particular regarding affiliated companies and groups of businesses, piercing the corporate veil is only possible when abuse of the liberty of organisation is attempted, either aimed at circumventing the law or abusing the institution of legal personality. The main criterion in order for said abuse to exist is that the dominant partner uses the legal personality in order to circumvent the law or fraudulently damage a third party, or as a barrier in order to avoid obligations.

The employment relationship is essentially a contractual one, and thus it is basically subject to the contractual arrangements between the parties. However, due to the element of subordination of one party to the other, it is highly regulated to safeguard the weaker party’s (ie, the employee’s) rights. Protection of the employee pervades Greek employment law and its judicial interpretation and application.

In Greece there is no unified employment code; instead, employer and employee relations are regulated by a number of provisions included in the Greek constitution, the Greek Civil Code, several employment laws, case law, collective labour agreements and individual employment contracts.

There are two main types of employment contracts: contracts of indefinite term and contracts of fixed term. The two contractual types differ as regards to:

  • their term;
  • the nature of the employment involved: fixed-term contracts involve employment of a limited/short-term nature, whereas indefinite-term contracts involve employment of a continuous nature. The first type attempts to address the short-term needs of the employer, while the second type attempts to address continuous needs; and
  • the requirements for their termination (see 4.4 Termination of Employment Contracts, below).

The execution of a written employment contract is not obligatory by law. However, the employer is required to notify the employee in writing about the basic terms of their employment within two months of their recruitment. Nevertheless, the conclusion of an employment contract (instead of a simple notification) is advisable as it allows the parties to regulate their employment relationship in more detail and in compliance with the law.

The maximum working hours for employees in Greece are set at eight hours per day and 40 hours per week. The provision to work in excess of the 40-hour limit and up to 45 hours per week constitutes 'overwork' and must be compensated by the employer by an amount equal to the employee's hourly wage increased by 20%.

Any work above the limit of 45 hours per week (or nine hours per day) constitutes overtime and is allowed only on an exceptional and short-term basis (eg, unexpected workload). Under the general legal framework, overtime work is allowed for up to two hours per day and 120 hours per year. Pursuant to special legislation, however, applying to a variety of companies (mainly of industrial or technical nature), overtime work is allowed for up to three hours per day and up to a maximum number of hours per semester that is stipulated in a ministerial decision issued twice every year. Lawful overtime is compensated by the employee’s hourly wage increased by 40%. Overtime exceeding 120 (or 60 as per the special framework) hours per year (which is permitted only following approval of the minister of labour) is compensated by the employee’s hourly wage increased by 60%.

The employer is obliged to notify the authorities about the conduct of overwork/overtime in advance and in any case before the commencement of such overwork/overtime. If the relevant procedural requirements are not followed, the overtime is regarded by law as ‘exceptional’ overtime and must be compensated by the employee's hourly wage increased by 80%. Non-compliance with the relevant provisions is subject to fines and other sanctions.

Managerial employees are in principle not subject to specific working hours. However, the classification of an employee as managerial lies with the courts and depends on the particular characteristics of such employee, eg, position, salary, degree of responsibility.

The termination of indefinite-term employment contracts by the employer requires the existence of a 'valid reason for termination,' service of a written termination letter to the employee and (simultaneous) payment of the legal severance indemnity (which is calculated based on the employee’s length of service and monthly remuneration). The law does not require serving a prior notice of termination to the employee unless agreed between the parties. Nevertheless, if the employer gives the employee the 'lawful notice,' ie, a minimum period of notice set by law on the basis of the employee’s length of service, the employee is entitled to half of the minimum severance indemnity which applies to termination without prior notice. In the case of resignation, the employee is obliged to give the employer notice equal to half of the lawful notice which applies to the employer, up to a maximum duration of two months.

In the case of redundancy, the employer is obliged to follow certain additional requirements such as the legislation on collective redundancies, the application of specific selection criteria etc.

In accordance with the law, employees have three months from their termination date to challenge the validity of the dismissal for non-compliance of the employer with the applicable termination requirements and process, eg, payment of a lower amount of severance indemnity, incorrect application of the selection criteria etc. If such claim for the invalidation of the dismissal is upheld, the court will order the reinstatement of the employee and the payment of back salary with interest for the period starting from the termination date until the reinstatement, or until the issuance of a final court judgment (which could take years).

Employment contracts of fixed term expire automatically upon their agreed expiry date without payment of severance indemnity. Early termination of such contracts is possible only for 'serious cause,' which in practice is very difficult to establish. In the case of termination for serious cause, no severance or other indemnity is due to the other party. If the fixed-term duration is not justified by the circumstances and the needs of the employer, the contract can automatically be converted into one of indefinite term (especially in the case of consecutive renewals).

Collective Redundancies

Under Greek law, collective redundancies are those which are effected for reasons that are not related to the individual employees concerned, where the number of redundancies exceeds per calendar month:

  • six redundancies, for employers with 20 to 150 employees; or
  • 5% of the company’s employees (and up to a maximum of 30 redundancies), for employers with more than 150 employees.

Prior to implementing the collective redundancies, the employer is under obligation to follow a special 30-day information and consultation process set out in the law, which also requires the prior election of a special representative body by the employees (if no trade union exists). The employer is obliged to submit all supporting documentation to the employees’ representatives and to the authorities.

Furthermore, under the current legislation, the employer may submit a social plan for the affected employees during the consultations. Upon completion of the consultations, the employer must submit the consultation minutes to the authorities. Depending on whether an agreement is reached during the consultations, these will either proceed accordingly or a decision must be issued by the competent authorities regarding the employer’s compliance with the information and consultation obligations. The authorities may decide that the employer has either complied with its obligations or not, in which case they may extend the consultations or set a deadline for compliance. Either way, the redundancies become effective 60 days after the submission of the consultation minutes by the employer.

Under Greek law, employees in any company which employs at least 50 employees may elect a works council. In the event that there is no union presence, the right to form a works council arises if the company employs 20 employees.

The establishment of a trade union within a company requires at least 20 employees.

Employee representatives enjoy special rights including protection from dismissal, as well as information and consultation rights, derived either from the general information and consultation legal framework or from special laws, such as the legislation on collective redundancies and the legislation on transfers of undertakings.

In principle, employment income of Greek resident and non-resident employees is subject to withholding tax and social security contributions in Greece when the employment is exercised therein.

Payroll Tax Obligations

The employer is obliged to withhold employment income tax upon payment of the salary and remit it to the competent tax office on a monthly basis through filing of the respective withholding tax returns. Employment income tax is withheld according to the applicable progressive income tax scale, with rates from 22% (for annual income up to EUR20,000) up to 45% (for annual income exceeding EUR40,000).

One-off Tax Deduction

Further, a one-off tax deduction may apply, based on the number of children and level of taxable income of the employee. The one-off tax deduction is EUR1,900 on income up to EUR20,000 for taxpayers without dependent children, EUR1,950 for taxpayers with one dependent child, EUR2,000 for taxpayers with two dependent children, and EUR2,100 for taxpayers with three or more dependent children. Where income exceeds the amount of EUR20,000, the tax credit is reduced by EUR10 for each EUR1,000 of income above the threshold. As of 2017, in order to qualify for the said tax deduction, taxpayers should make electronic payments for the purchase of goods and services. The minimum annual requirement of such e-payments depends on the total amount of employment income for the respective year.

Special Solidarity Contribution

Special solidarity contribution is imposed on the total (both taxable and tax-exempt) income of individuals. The employer is obliged to withhold and pay the special solidarity contribution on employees' salaries on a monthly basis according to the applicable progressive tax scale, with rates from 2.2% (for annual income exceeding EUR12,000) up to 10% (for annual income exceeding EUR220,000).

Social Security Contributions

Social security contributions vary depending on several factors, such as the profession/specialisation of the employee. In general, social security contributions are calculated at a 40.56% rate on gross salary, 15.75% of which is borne by the employee and the remaining 24.81% by the employer. The said rates apply on a monthly income up to a salary cap of EUR6,500. If the monthly income reaches the cap, no further social security contributions arise.

Greek-tax resident corporations are taxed on their worldwide income. A company shall be deemed to be resident in Greece if formed in accordance with Greek laws or if its registered seat or place of effective management is identified in Greece. Greece also taxes business income of foreign companies operating through a permanent establishment in Greece.

Income Tax

The ordinary income tax rate applicable to legal persons and entities is currently set at 28%. This rate shall gradually be reduced to 27% for the fiscal year 2020, 26% for the fiscal year 2021, and 25% thereafter. Financial institutions are subject to a 29% tax rate. Special taxation regimes apply to Greek real estate investment companies (ΑΕΕΑΠ), which engage exclusively in the acquisition and management of real estate property; tax is calculated as a percentage of the average of the fair market value of their investments.

Withholding Tax

Dividends are subject to withholding tax of 10%. With respect to FY2019, a 10% withholding tax applies on dividends and profit distributions from Greek companies. Profits distributed to qualifying EU parent companies are exempt from any withholding tax, provided that the conditions of the Parent-Subsidiary Directive are met.

A 20% withholding tax applies on Greek-source royalties and a 15% withholding tax applies on Greek-source interest. Interest and royalties paid to qualifying EU associated companies are exempt from any withholding tax, provided that the conditions of the Interest-Royalties Directive are met.

Domestic withholding tax rates on interest, dividends and royalties may be reduced or eliminated if payments are made to beneficiaries in income tax treaty jurisdictions.

Value Added Tax

VAT is levied on transactions relating to goods and services. The standard VAT rate is 24%, although reduced rates are also available in certain cases (eg, for certain agricultural supplies, hotel accommodation, certain social services, etc).

Stamp Tax

Stamp tax is levied on documents issued or executed in Greece in respect of certain transactions which are not subject to VAT, at different rates (either 2.4% or 3.6%) depending on the type of transaction and the parties. Certain commercial leases and loans are most commonly subject to stamp tax.

Real Estate Tax

A special real estate tax, imposed on real estate owned as at 1 January of each calendar year at a rate of 15% of the value of the real estate imputed for tax purposes has been imposed to tackle the ownership of Greek real estate by non-transparent structures.

A 3.09% real estate transfer tax is assessed on the purchaser of real estate, on the basis of the value imputed for tax purposes. Reduced rates of real estate transfer tax apply in certain corporate reorganisations. However, the sale of new buildings or parts of new buildings and the land on which they are erected is in principle subject to VAT.

Other Taxes

Sales and lending of listed shares are subject to a 0.2% transfer tax.

An annual banking levy ranging between 0.12% and 0.6% is imposed on loans and credits granted by Greek and foreign credit institutions.

A special tax is imposed on capital contributions at a rate of 1.1%.

Greece has enacted several rules stipulating incentives for businesses to take up operations in Greece. Among these, there is currently an institutional framework for the establishment of private investment aid schemes, including state grants in the form of tax exemptions.

Subject to a government audit, a supertax deduction of an additional 30% of certain R&D expenses, including any depreciation of machinery and equipment used for R&D purposes, is available. Profits derived by a business from the sale of assets produced by deploying its own patents, and from services provided with the use of its own patents, are exempt from corporate income tax for a period of three years. The relevant profits are taxed when distributed or capitalised.

A tonnage tax regime applies in respect of ship-owning companies. The tax is calculated on the basis of the capacity and age of the vessel. In relation to vessels under the Greek flag, the tonnage tax exhausts any further income tax obligation of the ship-owning company and its shareholders. Vessels flying the flags of EU or EEA member states may also be eligible for this regime in respect of specific types of vessels. With respect to vessels under foreign flags, tonnage tax is imposed only in relation to vessels which are managed in Greece by companies which have established offices in Greece for such management, under a specially regulated regime.

Specific tax incentives, such as exemption from real estate transfer tax, are available to entities that acquire property and commence activities in special industrial zones and entrepreneur parks.

Deductibility of 30% of eligible expenses applies also for the production of audiovisual content, for the provision of ancillary services and for the development of source code for computer games software.

There is no consolidated tax grouping regime.

Greece has enacted interest barrier rules which were explicitly amended in light of the EU Anti-Tax Avoidance Directive (ATAD). A company’s 'exceeding borrowing costs' are tax deductible in the tax period in which they are incurred only up to an amount equal to 30% of the company's EBITDA. The limitation does not apply to exceeding borrowing costs lower than EUR3 million.

Transfer pricing provisions, initially introduced in a simplified form in 1980, have been subject to regular revisions, gradually incorporating consensus-based principles of the OECD and the EU JTPF. Currently applicable backbone transfer pricing rules fully endorse the arm’s-length principle, as defined in Article 9 of the OECD Model Tax Convention and interpreted by the OECD Transfer Pricing Guidelines, following the revisions introduced as a result of Actions 8–10 of the BEPS project.

Transfer pricing documentation requirements are applicable for entities exceeding specific quantitative thresholds with respect to turnover and value of intra-group transactions per year. CbC reporting has also been introduced with respect to fiscal years starting on or after 1 December 2016.

As of 1 January 2014, a General Anti-abuse Rule (GAAR) was introduced for the first time in Greece, as part of the wider measures to combat tax evasion or avoidance. This rule was recently amended to incorporate the main purpose test of the GAAR found in ATAD for fiscal years starting on or after 1 January 2019. Upon signing the Multilateral Convention to Implement Tax Treaty (MLI), Greece has expressed its intention to adopt the principal purpose test (PPT) rule and has opted out of the Limitation of Benefits clause.

A specific anti-abuse rule applies in respect of tax-neutral corporate reorganisations such as mergers, share-for-share exchanges, spin-offs and demergers, according to which, tax benefits are withdrawn in whole or in part where the principal objective, or one of the principal objectives, behind the reorganisation is tax evasion or avoidance.

In Greece, the merger control regime is included in Law 3959/2011 (Competition Act), and enforced by the Hellenic Competition Commission (HCC), an independent administrative authority. Although there is no formal threshold of influence or control under the Greek legal competition regime, guidance is provided by Article 5 of the Competition Act and the Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (Merger Regulation).

A merger notification obligation will be triggered if the following two conditions are cumulatively met:

  • the worldwide turnover of all parties to the concentration (ie, the Buyer and the Target) amounts to at least EUR150 million; and
  • each of at least two participating undertakings (ie, each of the Buyer and the Target) has an aggregate Greek turnover exceeding EUR15 million.

The period over which the turnover thresholds are to be considered is the previous fiscal year during which the sale of products or the provision of services took place. Even though market shares are not taken into account as regards the triggering of the thresholds for the notification of a concentration to the HCC, it should be noted that they are considered at the stage of the evaluation of the possible negative effects a horizontal concentration could imply for competition on the relevant market. Provided that the thresholds are met, the filing is mandatory, and the consummation of the transaction will be suspended until the HCC either clears or prohibits the notified merger.

The concept of a concentration is defined in such a manner as to cover operations only if they bring about a lasting change in the control of the undertakings concerned and in the structure of the market. According to the Competition Act and the Merger Regulation, a concentration shall be deemed to arise where a change of control on a lasting basis results from:

  • the merger of two or more previously independent undertakings or parts of undertakings; or
  • the acquisition, by one or more persons already controlling at least one undertaking, or by one or more undertakings, whether by purchase of securities or assets, by contract or by any other means, of direct or indirect control of the whole or parts of one or more other undertakings.

The distinction between a merger and the acquisition of control is not crucial for the substantive assessment of concentrations. Concentration exists when one or more (natural or legal) persons already controlling an undertaking acquire control over one or more undertakings or parts thereof. Provided that such criterion focuses on the substantive meaning of 'control,' the existence of a concentration shall be assessed on a qualitative basis. Control shall be constituted by rights, contracts or any other means which, either separately or in combination and having regard to the considerations of fact or law involved, confer the possibility of exercising decisive influence on an undertaking (actual influence need not be proved, the respective mere possibility suffices). The acquired control can be either exclusive or joint. Minority interests are also caught by the merger control rules. Although there is no specifically defined percentage shareholding below which it could be safely assumed that control will not arise, it can be concluded from both theory and case law that shareholding below 25% does not suffice for the acquisition of control absent any structural links between the parties or any other controlling means. Veto rights that are granted to minority shareholders in order for their financial interests in their capacity as investors to be secured usually do not suffice for the joint acquisition of control; for this purpose, such veto rights shall be associated with strategic business decisions.

According to Article 5 paragraph 5 of the Competition Act, a concentration will be found in the case of the creation of a joint venture (JV) performing on a lasting basis all the functions of an autonomous economic entity; such JV is deemed a 'full-function JV.' The criteria taken into account – on an ad hoc basis – for the determination of full functionality or autonomy, among others, are related to:

  • whether sufficient resources for independent operation in the market exist;
  • whether activities beyond one specific function for the parents are carried out; and
  • whether the parent companies have a strong presence in upstream or downstream markets and whether the JV relies on sales to or purchases from the parent companies (especially for a period exceeding an initial start-up period, which usually lasts three years). 

The Competition Act does not provide for separate thresholds for JVs. Where joint control over a to-be-established JV (newCo) is the case, all undertakings that acquire control over such JV are deemed as participating parties to the concentration (except the JV, since it does not yet exist and generates no turnover); when two or more undertakings acquire joint control over an existing JV, then all undertakings concerned (including the existing JV), will be considered participating parties.

Unlike the EU Merger Regulation model, the Competition Act sets a statutory deadline of 30 calendar days starting from the 'triggering event,' which can be either the conclusion of the first binding agreement giving rise to a concentration, or the publication of the purchase or exchange offer, or the undertaking of a binding obligation for the acquisition of a controlling stake; to be noted that a binding MoU setting out all the essentialia negotii or an LoI may each constitute a triggering event. This indicates that irrespective of the title of a document, the HCC examines whether such document creates binding obligations to the signatory parties thus constituting a triggering event for the countdown of the statutory deadline to file a merger notification.

As per the time period required for obtaining clearance, the following is worth noting:

  • if the HCC decides that the notified transaction does not raise serious concerns, it issues a clearance decision within 30 calendar days from when the submitted merger notification is considered 'complete' (Phase A), otherwise there is a statutory presumption of clearance; and
  • if the HCC considers that the notified transaction raises serious concerns that require further investigation it issues a decision for a full-fledged scrutiny procedure (Phase B); the HCC then has a statutory deadline of 90 calendar days to issue a resolution, otherwise there is a statutory presumption of clearance.

The abovementioned deadlines may be extended in the following cases:

  • the notifying parties consent to such extension;
  • the HCC cannot proceed to its assessment because the notification form has not been fully completed by the notifying parties or, according to the case handler, substantial information is missing; or
  • the HCC cannot proceed to its assessment because the notification is inaccurate or misleading.

In the last two cases, the deadline for the initiation of the procedure before the HCC does not commence until the latter receives the complete and accurate data that it needs for its assessment, provided that it has informed the notifying parties accordingly within seven calendar days of the receipt of the notification form. In other words, incomplete notification stops the clock until the supply of full and accurate information by the parties.

Anti-competitive agreements and practices are caught by Article 1 of the Greek Competition Act, which is the national equivalent to Article 101 TFEU. Paragraph 1 thereof stipulates that all agreements between undertakings, all decisions by associations of undertakings, and all concerted practices, which have either as their object or as their effect the prevention, restriction, or distortion of competition in Greek territory are prohibited. These may consist of agreements, decisions or practices, which:

  • directly or indirectly fix purchase or selling prices or any other trading conditions;
  • limit or control production, markets, technical development, or investment;
  • share markets or sources of supply;
  • apply dissimilar conditions to equivalent transactions with other trading parties, thereby placing them at a competitive disadvantage by refusing without valid justification to sell, purchase, or conclude any other transaction; or
  • make the conclusion of contracts subject to acceptance, by the other parties, of supplementary obligations which, by their nature or according to commercial use, have no connection with the subject of such contracts.

The above prohibition covers both horizontal (ie, cartels) and vertical agreements, whereas cartels are considered to constitute the most serious type of infringement.

Paragraph 3 of said article provides for the so-called 'individual exemption' as per the EU model; this means that the provisions of paragraph 1 thereof may be declared inapplicable, when the practices prohibited under the latter contribute to improving the production or distribution of goods or to promoting technical or economic progress, while allowing consumers a fair share of the resulting benefit, and they:

  • do not impose on the undertakings concerned restrictions which are not indispensable to the attainment of these objectives; and
  • do not afford such undertakings the possibility of eliminating competition in respect of a substantial part of the products or services in question.

The abuse of the dominance an undertaking enjoys is caught by Article 2 of the Competition Act, which is the national equivalent to Article 102 TFEU. Paragraph 2 thereof stipulates that such abuse may indicatively consist of:

  • directly or indirectly imposing unfair purchase or selling prices or other unfair trading conditions;
  • limiting production, distribution or technical development to the prejudice of consumers;
  • applying dissimilar conditions to equivalent trading transactions with other trading parties, especially the unjustified refusal to sell, buy or otherwise trade, thereby placing certain undertakings at a competitive disadvantage; and
  • making the conclusion of contracts subject to acceptance, by the other parties, of supplementary obligations which, by their nature or according to commercial practice, have no connection with the subject of such contracts.

The above restriction can apply in the context of both horizontal (exclusionary) and vertical (exploitative) practices. It stems from the above that the exact form of abuse may vary from case to case; however, abusive practices by a dominant undertaking under Article 2 could be categorised inter alia as follows: non-pricing abuses (indicatively exclusive dealing, refusal to supply, tying and bundling, discriminatory treatment and exploitative practices); and pricing abuses (indicatively predatory pricing, abusive rebate policies, discriminatory pricing, margin squeeze, excessive pricing).

The abuse of economic dependence was transferred in 2009 from the antitrust legislation (former Law 703/1977) to Article 18a of Law 146/1914 on the protection against 'Unfair Competition'. Such practices that consist in the abuse of economic dependence can be prohibited, especially in cases involving the imposition of unjustified contractual terms, terms resulting in discrimination and the sudden and unjustified interruption of long-term business relations. However, it shall be stressed that Article 18a of Law 146/1914 is enforced by civil courts in contrast to the Competition Act, which is primarily enforced by the HCC.

Patent protection in Greece is governed by Law 1733/1987, which was passed in order to bring Greece fully in line with the European Patent Convention (previously ratified by Law 1506/1986), to which Greece and most European countries, including all the members of the EC, are signatories. Also, Greece has ratified by virtue of Law 3396/2005 the revised text of the European Patent Convention, which was signed in Munich on 29 November 2000 and came into force on 13 December 2007. European patents are mainly regulated in Greece by Law 1607/1986, which ratified the European Patent Convention and Presidential Decree 77/1988 on the implementation provisions of the European Patent Convention. In brief, once granted, a European patent becomes equivalent to a bundle of nationally-enforceable, nationally-revocable patents, subject to a time-limited, unified, post-grant opposition procedure.

At European Community level, Greece has adopted Presidential Decree 321/2001 on the protection of biotechnological inventions in line with Directive 98/44/EC. Law 1733/1987 provides that a national patent may be granted, if the invention is new, includes an inventive step and is capable of industrial application. However, even when these requirements are satisfied, a patent may not be granted in certain cases, more importantly when the invention runs against the morals or the public order or relates to varieties of plants or species of animals or to the biological methods for their production, under conditions. Discoveries and scientific theories do not constitute invention and, thus, cannot be protected by a patent. The holder of the right is entitled to proceed to any act relating to its commercial exploitation, notably the right to reproduce and sell the invention, to conclude contracts for the transfer of the right and license its use; such licenses may be exclusive, in the sense that only the licensee and no other party has the right to exercise the powers granted by the licensor. In cases of strong public interest and for reasons of national security, the law imposes on the inventor the obligation to conclude an 'obligatory licence,' when certain requirements are satisfied. Apart from the above economic rights, the inventor is granted the moral right of paternity, in the sense that they are entitled to have their name attached to the invention. The moral right of the inventor can only be transferred if this is expressly stated in the contract and does not run contrary to the right of personality of the inventor. On 2011 Greece adopted Law 3966/2011, which is a belated transposition of EU Directive 2004/48/EC (on enforcement of intellectual property rights) in patent law and provides several procedural rights to patent holders.

The procedural requirement for acquiring a national patent is the filing of an application to the Greek Patent Office (namely the 'Industrial Property Organisation,' having the Greek acronym, OBI – www.obi.gr). Following a formalities check, the OBI performs an examination regarding the invention’s novelty and inventive step, which is, however, only for the purposes of informing the applicant. The results of such examination may not constitute a ground for refusal of the patent application and the patent is granted once the examination procedure is completed. Protection lasts for 20 years starting on the day following that of the application. As regards European patents, the application may be submitted before the OBI; such application must be filed with the OBI in a case where the applicant is a Greek citizen and provided that no priority is claimed based on a previous application filed in Greece.

In 2012 Trademark Law (Law 4072/2012, Articles 121 – 196) was passed in the Greek Parliament, incorporating several provisions from Directive 2004/48/EC of the European Parliament and of the Council of 29 April 2004 on the enforcement of intellectual property rights, as well as provisions with respect to the protection of international trade marks, after ratification from Greece of the Madrid Protocol in 2000. In addition, the law provides new methods of calculation of damages for trade-mark infringement and also allows actions against intermediaries. Another significant development in terms of defence strategies is that the owner of an earlier registered trade mark cannot oppose the use of a later registered trade mark, if the owner of the earlier trade mark has tolerated the use of the later trade mark for at least five consecutive years, provided the later trade mark has not been filed in bad faith.

As far as the procedural aspects of trade mark registration are concerned, the Trademark Law introduced the electronic filing of trade mark applications, the digitalisation of the trade marks registry, but most importantly, the introduction of the examiner as first instance administrative examination body. The Trademarks Administrative Committee (TAC) remains, but only as a second instance body, examining appeals and oppositions against the examiners' decisions. Furthermore, under the new regime, the licence recordals are simplified, since no hearing of the TAC is required for the admission of the license. Two more significant aspects of the new law include the partial assignment of trade marks and the letters of consent that can now be submitted at any stage of the registration procedure, even before the administrative courts.

Trade mark protection is afforded only for signs having distinctive character and capable of being graphically represented (the latter requirement is expected to be lifted after the implementation of the new EU Directive). Under Greek law, the natural or legal person that has validly registered a sign with the competent authorities is entitled to the exclusive use of the sign in relation to the goods or services for which the sign has been registered and has the right to prevent any third parties from using either an identical or similar sign on identical or similar goods or services, when that would result in the likelihood of confusing the public, including the likelihood of association. Reputable signs are also protected from identical or similar signs, regardless of any likelihood of confusion, where the use of the later sign without due cause would take unfair advantage of, or be detrimental to, the distinctive character or the repute of the earlier sign. The owner of the trade mark has the right to transfer or license his rights either partially or entirely. There are certain categories of signs, more notably the Greek flag, national emblems and religious symbols, which cannot be registered as trade marks.

Trade mark protection is not granted automatically, as in the case of protection of copyright, but the sign needs to be registered with the competent authorities, under the first-come, first-served principle. The application for registration is submitted to the trade-mark department of General Secretariat Commerce (GSC), Ministry of Development, Competitiveness, Infrastructure, Transports and Networks. The examiner performs an examination of the trade-mark application for absolute and relative grounds of refusal and if no problems arise, the candidate trade mark is accepted and proceeds to publication on the GSC’s website. Following publication, the three-month deadline for the filing of opposition by third parties before the committee begins and, when the deadline lapses, the trade mark is registered. The registration procedure lasts approximately six to 12 months from the date of filing the application, provided no interventions or oppositions are filed by third parties. Trade-mark protection lasts for ten years starting on the day following that of the application, and its protection can be perpetually renewed for another decade each time upon the application of the holder of the trade mark.

As Greece is a member state of the European Union, community trade marks are valid and produce full effect in Greek territory according to the provisions of the EC Regulation on European Union trade mark 2017/1001. If the holder of, or the applicant for, a community trade mark wishes to convert either the trade mark or the application to national, they must submit certain documents, as specified by law.

Industrial designs are protected under Law 2417/1996 and Presidential Decree 259/1997. An industrial design is defined as “the externally visible image of the whole or part of a product, resulting from its particular features and, in particular, the line, the outline, the colour, the shape and/or materials of the product itself and/or the decoration it bears." The minimum prerequisite for the protection of an industrial design is that it is new and distinctive.

The length of protection is five years, which can be renewed for another five-year term, up to 25 years in total.

The registration process involves filing an application with the Industrial Organisation Office in accordance with the formalities set out by law. If the application is complete and the relevant fees are paid, the office issues a certificate of registration for the industrial design within four months after the application date. After registration, the owner is granted the exclusive rights of use of the industrial design. Remedies include the right to prohibit others from infringing the owner’s rights, and the right to compensation. The provisions of patent law regarding the enforcement of rights may apply by analogy of law.

The main statute on copyright is Law 2121/1993, the so-called Copyright Law. This law bears many similarities with the civil law approach of German and French copyright laws, but differs from the common-law outlook of the UK and US copyright laws. This law is very protective of the author. It distinguishes two types of rights, namely the economic and moral rights. Economic rights include the right to copy, reproduce, translate, modify and distribute the work, while moral rights entitle the author, indicatively, to decide when and in which form their work will be communicated to the public, to demand to have their name attached to the work and to prevent any modification of the work which would be prejudicial to them or to the work, to have access to the work and to withdraw from transfer and licence agreements under conditions. The author can transfer their economic rights or license the use of all or some of their economic rights. Such licences may be exclusive, in the sense that only the licensee, and no other party, has the right to exercise the powers granted by the licensor. Unlike economic rights, moral rights cannot be assigned to third parties and they are only passed on to the author’s heirs after the author’s death. However, the author may consent to resign from certain moral rights to facilitate their use and exploitation by the assignee/licensee. Greek law provides only general guidelines for the majority of contractual agreements regarding intellectual property rights. It sets out, however, compulsory rules for certain contractual types most frequently seen in practice, such as contracts for publication, for translation or for the exploitation of photographs, in order to provide additional safeguards to the author, especially as regards royalties and the moral right to the work.

Protection under the Copyright Law (Law 2121/1993) is granted automatically from the time the work is created without the need of compliance with any formalities, and expires 70 years after the death of the author, starting on 1 January of the year following the death.

The Copyright Law also confers limited economic and moral neighbouring rights, to performers, producers of audiovisual works, phonograms, broadcasting organisations and editors. Duration of such neighbouring rights is either 50 or 70 years after performance or incorporation of the work, as the case may be.

Software and Databases

Software and databases are primarily protected in accordance with the provisions on copyright of Law 2121/1993, as described in 7.4 Copyright above.

In addition, databases are protected by a sui generis right under Article 45 of Law 2121/1993 which is granted to the maker of a database which shows that there has been qualitatively and/or quantitatively a substantial investment in either the obtaining, verification or presentation of the contents to prevent extraction and/or re-utilisation of the whole or of a substantial part, evaluated qualitatively and/or quantitatively, of the contents of that database. The sui generis right provided in accordance with the above runs from the date of completion of the making of the database and expires 15 years from 1 January of the year following the date of completion.

Trade Secrets

Greece recently (April 2019) transposed Directive (EU) 943/2016 on the protection of undisclosed know-how and business information (trade secrets) against the unlawful acquisition, use and disclosure thereof, under Law 4605/2019, which is now part patent law (Law 1733/1987).

The most significant change introduced by Law 4605/2019 is the definition of a trade secret, which did not previously exist under Greek law, and which is now described as information that:

  • is not generally known among, or readily accessible to, persons within the circles that normally deal with the kind of information in question;
  • has commercial value because it is secret; and
  • has been subject to reasonable steps under the circumstances, by the person lawfully in control of said information, to keep it secret.

Furthermore, the law introduces the prevention of disclosure of trade secrets during court proceedings and the measures that the courts may take to this end. Such measures include at a minimum:

  • restricting access to documents containing trade secrets, or alleged trade secrets, submitted by the parties or third parties to a limited number of persons;
  • restricting access to hearings when trade secrets, or alleged trade secrets, may be disclosed to a limited number of persons; and
  • making available to any person a non-confidential version of any judicial decision, in which the passages containing trade secrets have been removed or redacted.

The main piece of legislation governing data protection in Greece is the General Data Protection Regulation (EU) 2016/679 (GDPR), which has been directly applicable in all EU member states since 25 May 2018. Before the GDPR, the main statute on data protection in Greece was Law 2472/1997 which implemented Directive 95/46/EC.

Once the GDPR came into force, Law 2472/1997 was repealed and a national law which will frame the GDPR is pending. A draft of such national law was issued in early 2018, but it has not yet been enacted. The version of the draft law which was open to public consultation included several derogations to the GDPR, such as limitations and conditions for the lawful processing of the employees’ personal data, health data and data on criminal convictions and offences, and restrictions on the rights of the data subjects, but it also included provisions on criminal sanctions in case of serious violations of the GDPR.

Another statute applicable to the protection of personal data in the context of electronic communications is Law 3471/2006, which incorporated Directive 2002/58/EC (ePrivacy Directive) and includes provisions in relation to communication confidentiality, the processing of personal data in the field of electronic communications, marketing activities through electronic means, and the use of cookies.

The GDPR applies to all personal data-processing activities performed by a data controller or a data processor established in the EU regardless of the place of the processing activity. It also applies to any personal data-processing activities performed by a data controller or data processor not established in the EU, where the processing activities are related to the offering of goods or services to data subjects in the EU or the monitoring of the behaviour of such individuals.

Law 3471/2006 applies to any personal data-processing activities in the context of the provision of publicly available electronic communications services in Greece, including those supporting terminal devices collecting data and identifiers.

The competent data protection authority is the Hellenic Data Protection Authority (HDPA), which is a constitutionally independent authority that was established by Law 2471/1997 (which was the national law that incorporated Directive 95/46/EC into Greek legislation). Its role is to protect the privacy of natural persons and its goal is the protection of their personal data from any unlawful processing and to provide assistance should their rights be violated. Another goal of the HDPA is to offer guidance to controllers and processors regarding compliance with data protection legislation. Among its regulatory competences is to issue guidelines and regulatory acts, as well as opinions on any legislation or regulation concerning the processing and protection of personal data. It also reviews recourses and complaints and conducts audits, ex officio or upon complaint. Last but not least, the HDPA imposes administrative sanctions in cases of violation of data protection legislation.

Zepos & Yannopoulos

280 Kifissias Ave.
152 32 Halandri
Athens
Greece

+30 210 69 67 000

+30 210 69 94 640

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Law and Practice in Greece

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Zepos & Yannopoulos is one of the longest-established law firms in Greece. With more than 75 attorneys, 20 economists and 55 support staff, it is also one of the largest law firms in Greece and the only one that offers comprehensive legal and tax and accounting services. Most of the firm's clients are foreign legal entities doing business in Greece. The corporate practice is heavily involved in M&A transactions, primarily from the side of inbound investors, advising on everything from strategy design to due diligence, and from negotiation to implementation. The practice focuses on transactions in a range of industries, including energy, insurance, real estate, food and beverage, healthcare, hospitality and leisure, and private equity. Its multidisciplinary approach allows it to provide seamless legal services covering areas such as corporate governance, directors’ liabilities, data protection, labour and employment, AML, competition and tax.