Main Types of Business Entities

Greek company law offers a wide range of corporate forms, which are divided into capital companies, comparable to corporation forms, and partnerships. The most common capital companies are the Société Anonyme (S.A.), the Limited Liability Company (E.P.E.) and the Private Company (I.K.E.). The main types of partnerships are the General Partnership (O.E.) and the Limited Partnership (E.E.).

Special corporate forms are also recognised, such as the European Company (SE) and the European Cooperative Society, as well as forms of branches of foreign companies established in Greece. Trusts are not a standalone institution of Greek civil law, but the Greek legal order recognises foreign trusts for tax purposes and asset management, while a similar function is performed by the recognition of the in rem trust (real security trust) or the foundation form.

The S.A. is governed by Law 4548/2018 and is often the form of choice for medium and large businesses. The E.P.E. is governed by Law 3190/1955 (as in force) and displays strong hybrid characteristics, combining features of both capital companies and partnerships. The I.K.E., introduced by Law 4072/2012, is the most flexible and popular corporate form in Greece, especially for small and medium-sized and start-up businesses.

Partnerships (O.E. and E.E.) are also governed by Law 4072/2012. In an O.E., all members are liable without limit, and jointly and severally. In an E.E., two categories of partners are distinguished:

• general partners, who are liable without limit; and
• limited partners, who are liable only up to the amount of their contribution to the partnership capital.

Factors in Choosing the Corporate Structure

The choice of the appropriate corporate form depends on a series of substantive factors related to business strategy, management of business risk and financing needs. The degree of partners’ liability is the primary factor. In capital companies (S.A., E.P.E., I.K.E.), the liability of participants is limited to the amount of their contribution, protecting the personal assets of shareholders or partners from company debts.

By contrast, in partnerships (O.E. and general partners of an E.E.), the partners are liable, alongside the legal entity, with their personal assets for the company’s obligations. This difference makes capital companies more attractive for business ventures with increased risk or high borrowing requirements.

Tax obligations, minimum capital requirements, flexibility in decision-making and regulatory treatment also decisively affect the decision. The I.K.E. is often preferred due to its minimal minimum capital requirement (only EUR1 is required) and the freedom it provides in drafting the articles of association. By contrast, the S.A. is the only option for large businesses that may seek a listing on the stock exchange, or that operate in regulated sectors such as banking, insurance and investment.

The capital structure also differs significantly between corporate types. The I.K.E. introduced an innovation into Greek law by allowing three categories of contributions:

• capital contributions;
• non-capital contributions (such as the provision of labour or services); and
• guarantee contributions (the assumption of liability towards third parties up to a certain amount).

By contrast, only capital contributions valued in money are permitted in the S.A. and the E.P.E.

The regulatory burden and cost of administrative compliance also differ noticeably. The S.A. is subject to stricter disclosure requirements, accounting audits and complex corporate procedures, while the I.K.E. and partnerships are characterised by a simpler administrative structure and lower operating costs.

Formation Process and Requirements

The company formation process in Greece has been radically modernised through the introduction of the One-Stop Shop Service (YMS) and the electronic platform e-UMS (e-One-Stop Shop Service). Formation is generally carried out using a standard form of model articles of association, without the need for a notarial other document, unless the law so requires (as in the case of an S.A. under specific circumstances) or when real estate assets are contributed.

The main stages of the formation process include:

• checking the availability of and reserving the company name and trade name in the General Commercial Registry (GEMI);
• drafting and signing the articles of association by the founders electronically or through the YMS;
• the automatic issuance by the Independent Authority for Public Revenue (AADE) of a Tax Registration Number (AFM) for the company being formed;
• registration of the company with the competent Chamber of Commerce and the social security fund (EFKA); and
• payment of the statutory formation fees, the GEMI fee and the registration duty.

The process through the e-UMS platform is usually completed within a few hours or a minimal number of business days, making the start of business activity immediate. If a notarial deed is required (eg, due to a contribution of real estate), formation takes place before a notary public, who acts as the YMS.

Ongoing Compliance Obligations

After its formation, a company must continuously comply with a series of regulatory, commercial and tax obligations. The main ongoing compliance obligations include:

• publication in GEMI of the annual financial statements within the statutory deadlines;
• publication of the resolutions of the general meetings and of changes in the composition of the board of directors or management;
• keeping accounting books and records in accordance with the Greek Accounting Standards (ELP) or the International Financial Reporting Standards (IFRS);
• regularly updating the Central Register of Ultimate Beneficial Owners with any change in the ownership or control of the company; and
• filing periodic and annual tax returns (VAT, income tax, payroll tax) through the myDATA platform of the AADE.

Failure to comply with the disclosure obligations to GEMI can lead to administrative fines, the suspension of registration of changes in the register, or even the compulsory dissolution of the company under specific conditions.

Rules on Formation, Issuance and Modification of Capital

The legal framework governing the share capital of S.A.s is set out in Law 4548/2018. The minimum share capital for the formation of an S.A. is set at EUR25,000 and must be paid up in full at formation, or its payment must be certified within two months of formation. Shares must be issued as registered shares, since the institution of bearer shares has been completely abolished under Greek law.

Shares must carry a nominal value, which may not be set lower than EUR0.04 nor higher than EUR100 per share. The issuance of no par value shares is not permitted under Greek company law.

An increase in share capital is carried out by amending the articles of association following a resolution of the general meeting of shareholders adopted with a specified higher quorum and majority vote. The articles of association may also grant the board of directors the power to decide on an extraordinary increase of capital up to a certain limit (authorised capital increase). A reduction of share capital likewise requires a resolution of the general meeting and is subject to creditor protection rules, including the provision of guarantees to creditors who raise objections.

Multiple Share Classes and Rights

Greek law provides flexibility in structuring different classes of shares, allowing rights to be tailored to the needs of investors and the company. Companies may issue ordinary shares, preference shares with or without voting rights, and redeemable shares.

When structuring multiple share classes, the following elements may be considered:

• preferences in the payment of dividends (eg, a preferential or protected dividend payment ahead of ordinary shares);
• preferential rights in the distribution of liquidation proceeds in the event of the company’s dissolution;
• the possibility of converting preference shares into ordinary shares, or vice versa, under specific conditions and time limits;
• restrictions on voting rights (eg, non-voting preference shares that provide enhanced financial rights); and
• ensuring the principle of equal treatment of shareholders belonging to the same class of shares.

Legal Requirements for Distributions and Dividends

The distribution of profits and the payment of dividends to shareholders are governed by strict rules aimed at protecting the company’s capital base. For a lawful distribution to take place, the net results of the financial year must allow for the coverage of accumulated losses from previous years and the retention of mandatory reserves. In particular, the law requires the deduction of at least 5% of net annual profits for the formation of the statutory reserve, until it reaches at least one third of the share capital.

The maximum amount that may be distributed to shareholders is calculated as follows:

• the net results of the financial year;
• plus profits from previous financial years and available reserves or retained earnings;
• minus the amount of losses from previous financial years; and
• minus amounts that must be retained for the formation of reserves required by law or the articles of association.

An interim dividend may be distributed within the financial year by decision of the board of directors, provided that interim financial statements are published at least three months before the end of the financial year.

Share Buybacks and Financial Assistance

The repurchase and holding of treasury shares by the company is permitted under specific conditions. The decision is made at the general meeting, which sets the terms, the duration (which may not exceed 24 months), the maximum number of shares that may be acquired, and the price limits for the purchase. The total nominal value of treasury shares acquired may not exceed 10% of the paid-up share capital.

As per relevant financial regulation, the law prohibits the company from advancing funds, granting loans or providing guarantees for the purpose of the acquisition of its own shares by third parties. Exceptions are provided for only under strict conditions, such as prior approval at the general meeting with increased quorum and majority, the submission of a report by the board of directors justifying the transaction, and ensuring that the transaction is carried out at arm’s length terms.

Obligations to Disclose Beneficial Owners

Within the framework of preventing and combating money laundering, all corporate and legal entities based in Greece are required to register the details of their ultimate beneficial owners (UBOs) in the Central Register of Beneficial Owners maintained by AADE.

A beneficial owner is considered to be any natural person who directly or indirectly holds a percentage of shares or voting rights exceeding 25%, or who otherwise exercises effective control over the company. If it is not possible to identify any natural person on the basis of the above criteria, the natural person holding a senior management position (eg, managing director or manager) is registered as the beneficial owner.

Registration includes full identification details, and the type and extent of the rights held. Any change in the details of beneficial owners must be declared to the Register within 60 days of its occurrence. Non-compliance entails the imposition of serious administrative fines and the withholding of tax compliance certificates.

Main Corporate Governance Laws and Regulations

The institutional framework of corporate governance in Greece consists of a combination of mandatory law and “softer” best practice standards and law rules. For non-listed S.A.s, the core body of rules is contained in Law 4548/2018, which reformed the law on S.A.s.

For companies listed on a regulated market, the special framework of Law 4706/2020 applies. This law introduces mandatory requirements regarding the composition of the board of directors, the operation of committees, risk management, the internal control system, and transparency.

At the same time, listed companies are required to adopt and apply a Corporate Governance Code, such as the Hellenic Corporate Governance Code drafted by the Hellenic Corporate Governance Council (ESED) and recognised by the Hellenic Capital Market Commission.

Standard of Care and Personal Liability

The standard of care required of board members is that of a prudent businessperson acting under similar circumstances. Members’ liability towards the company for damage caused by their acts or omissions is civil and joint and several.

Beyond civil liability towards the legal entity, board members and managers may face personal, joint and several, and individual liability towards the State and social security institutions. In particular, they are personally liable for the company’s overdue tax debts (VAT, income tax) and social security contributions accrued during their term of office.

Furthermore, criminal liability may arise in cases of tax evasion, non-payment of accrued wages to staff, the issuance of bounced checks, or serious violations of environmental legislation.

Legal Requirements and Independence Standards

The composition of the board of directors varies depending on the type of company. In private S.A.s, the board may consist of at least three members, or may even be a single-member body (sole director-manager) if this is envisaged in the articles of association. There are no general nationality or residency restrictions for members, although they must obtain a Greek Tax Registration Number.

By contrast, in listed companies, Law 4706/2020 imposes strict rules on the composition of the board of directors, including the participation of executive, non-executive and independent non-executive members. Independent members must constitute at least one third of the total number of members, and there must not be fewer than two.

Independent members must meet specific independence criteria, such as:

• not holding a percentage of voting rights exceeding 0.5% of the share capital;
• not maintaining a business, financial or professional relationship with the company or affiliated companies;
• not having served as a member of the company’s board of directors for more than nine years in total; and
• not having a family relationship with members of management or major shareholders.

Diversity Requirements and Differentiation for Listed Companies

Listed companies are required to adopt and apply a Suitability Policy for board members, incorporating diversity criteria. Adequate gender representation is required, with a minimum quota of 25% for each gender among the total number of board members. For large listed companies (with more than 250 employees and a turnover of at least EUR50 million), the recent Law 5178/2025 – transposing Directive (EU) 2022/2381 – raises the minimum quota to 33% of the total number of members (or 40% of non-executive members).

The differences between listed and private companies are substantial. For example, listed companies:

• are required to maintain an Audit Committee composed mainly of non-executive and independent members;
• are required to maintain a Remuneration Committee and a Nomination Committee;
• must apply mandatory internal operating regulations and maintain an independent Internal Audit Unit; and
• are subject to the ongoing supervision of the Hellenic Capital Market Commission regarding their compliance with governance rules.

Regulatory Framework for ESG and Sustainability

The institutional framework on ESG matters in Greece is shaped directly by European legislation and national implementing laws. The National Climate Law (Law 4936/2022) sets specific obligations for businesses regarding the reduction of their carbon footprint, the calculation of greenhouse gas emissions, and the disclosure of related data.

At the same time, large companies and public interest entities are required to prepare and publish non-financial statements, incorporating the requirements of the European Corporate Sustainability Reporting Directive (CSRD). These disclosures cover the impact of the company’s activities on the environment, labour rights, anti-corruption, gender equality, and respect for human rights.

Board Duties and Oversight of ESG Risks

The duties of board members have gradually expanded to include required consideration of sustainability factors when making strategic decisions. Management must assess not only short-term financial performance but also the company’s long-term sustainable value and its effects on stakeholders (employees, local communities, suppliers, the environment).

Best practices for boards of directors include:

• integrating ESG risks and opportunities into overall corporate strategy and the risk management system;
• setting measurable sustainability targets and regularly monitoring progress;
• linking part of executives’ variable remuneration to the achievement of ESG targets; and
• training board members on climate change and sustainable development issues.

Framework for Approval and Disclosure of Transactions

Law 4548/2018 introduces a strict and transparent regime for preventing conflicts of interest and regulating related-party transactions. Related parties include members of the board of directors, shareholders exercising control over the company, and persons closely associated with them (spouses, relatives, affiliated companies).

For the conclusion of any transaction between the company and a related party, prior authorisation from the board of directors or the general meeting is required. The relevant resolution is published in GEMI together with an assessment by an independent certified auditor or audit firm, certifying that the transaction is fair and reasonable for the company and for shareholders who are not related parties.

Shareholders representing 5% of the share capital have the right to request the convening of a general meeting to decide on the granting of the authorisation. Exceptions are provided for current transactions concluded on ordinary arm’s length market terms.

Statutory Rights and Access to Information

Company law protects shareholders’ rights, distinguishing between individual rights and minority rights. The fundamental individual rights of every shareholder include participation and voting at the general meeting, the right to receive dividends, and the right to share in the proceeds of liquidation in the event of the company’s dissolution.

Regarding access to information, every shareholder is entitled to request specific information about the company’s affairs to the extent it is useful for a genuine assessment of the items on the agenda of the general meeting. In addition, shareholders representing 5% of the capital may request information on amounts paid to management members and executives over the last two years.

Minority Rights and Remedies

The law provides the minority with strong tools for protection against abusive decisions of the majority. In particular, shareholders holding certain percentages of the capital have right to:

• request the convening of an extraordinary general meeting (5% of the capital);
• add items to the agenda (5% of the capital);
• request the postponement of decision-making by the general meeting, on a single occasion (5% of the capital); and
• apply for a special investigation of the company before the competent court, where a violation of the law or the articles of association is shown to be plausible (5% of the capital), or mismanagement (10% of the capital).

In addition, shareholders may bring an action for annulment or a declaration of nullity of resolutions of the general meeting taken in violation of the law or the articles of association, within a period of four months from the adoption of the resolution.

Use and Enforceability of Extra-Statutory Agreements

Shareholder agreements are widely used in commercial practice to supplement the provisions of the articles of association and to regulate relations between partners. Such agreements typically cover:

• matters of governance;
• the composition of the board of directors;
• pre-emption rights; and
• restrictions on the transfer of shares (such as drag-along rights, tag-along rights and rights of first refusal).

From a legal standpoint, shareholder agreements produce binding effects only between the contracting parties (inter partes) and do not bind the company itself, unless the company is expressly designated as a party to the agreement or such relevant provisions have been incorporated into the articles of association. Breach of an extra-statutory agreement gives rise to a claim for damages or a contractual penalty between the parties but does not affect the validity of corporate resolutions adopted in violation of its vis-à-vis third parties.

Dispute Resolution Mechanisms and Derivative Actions

To address corporate deadlocks and disputes among shareholders, shareholders’ agreements often include dispute resolution clauses, such as buyout clauses (Russian roulette, Texas shoot-out), a put option or recourse to arbitration.

At the level of substantive law, shareholder protection is reinforced by the possibility of bringing a corporate (derivative) action. By decision of the board of directors, or at the request of shareholders representing 5% of the capital, the company is required to bring a damages action against members of the board of directors for breach of their duties. If the company remains inactive, a special representative is appointed by the court to conduct the litigation.

Main Laws and Transaction Structures

The institutional framework for corporate transformations in Greece was radically modernised by Law 4601/2019, which unified and systematised the rules on mergers, demergers, spin-offs and other conversions of companies. Law 3461/2006, which transposed the corresponding European directives into Greek law, applies to public takeover offers for listed companies.

The most common transaction structures in the Greek jurisdiction include:

• merger by absorption or by formation of a new company;
• the acquisition of shares (share deal) or the acquisition of assets and liabilities (asset deal); and
• the demerger (full or partial) or spin-off of a business division.

In public transactions, the voluntary or mandatory public offer is the main mechanism for acquiring control. A mandatory public offer is triggered when a person directly or indirectly acquires a percentage exceeding one third of the voting rights of the listed company.

Recent Developments and Case Law

The recent transposition of European Directive 2019/2121 on cross-border mergers, demergers and conversions has strengthened the possibility of corporate restructuring at cross-border level, while at the same time introducing stricter safeguards for minority shareholders, creditors and employees.

Greek courts are shaping the landscape of mergers by requiring strict compliance with valuation procedures and the protection of creditors’ rights. Particular emphasis is placed on protecting the guarantees provided to creditors, who retain the right to object to the legal transformation, provided they demonstrate that satisfaction of their claims is thus placed at risk.

Regulatory Framework and Supervisory Authorities

The organisation and operation of the capital markets in Greece are supervised by the Hellenic Capital Market Commission, which is the independent regulatory authority, in co-operation with the Bank of Greece on matters of systemic stability. The main organised trading market is the Athens Stock Exchange (ASE).

The regulatory framework is based on European regulations, including the EU Prospectus Regulation and the MiFID II rules.

Public Offerings and Prospectus Exemptions

Carrying out a public offering of securities, or admitting them to allow trading on a regulated market, requires the prior drafting, approval and publication of a prospectus by the Hellenic Capital Market Commission. The approval process usually takes between four and eight weeks, depending on the complexity of the issuance.

The law provides for specific exemptions from the obligation to publish a prospectus, such as:

• offers of securities addressed exclusively to defined professional/qualified investors;
• offers addressed to fewer than 150 natural or legal persons per member state, excluding professional investors; and
• offers whose total value within the European Union is below certain monetary thresholds (such as the threshold of EUR8 million over a 12-month period, as set by national legislation).

Securities allocated through exempt offerings are not subject to general resale time restrictions; however, any subsequent transfer to the general public may be regarded as a separate public offering requiring a prospectus, unless a new exemption applies.

Obligations of Listed Entities

Companies whose securities are listed on a regulated market are subject to strict ongoing and periodic reporting obligations. Periodic obligations include the publication of annual financial reports within four months of the end of the financial year, and half-yearly financial reports within three months of the end of the period.

At the same time, listed entities must promptly disclose any privileged/material information directly concerning them, in accordance with the Market Abuse Regulation (MAR). Disclosure is made through the website of the Athens Stock Exchange and the company’s own website, ensuring simultaneous and equal access for investors.

Market Abuse and Enforcement Powers

Trading on the basis of confidential (privileged) information (insider trading), the unlawful disclosure of privileged information, and market manipulation are strictly prohibited under European Regulation 596/2014 (MAR) and Law 4443/2016.

The Hellenic Capital Market Commission has very broad investigative and enforcement powers. It may:

• conduct inspections;
• request the freezing of bank accounts;
• impose particularly high administrative fines; and
• suspend trading in financial instruments.

In addition, violations of market abuse legislation carry serious criminal penalties, including custodial sentences.

Thresholds and Obligations for Significant Holdings

Under Law 3556/2007, every shareholder who acquires or disposes of shares of a listed company carrying voting rights is required to notify the company and the Hellenic Capital Market Commission when the percentage of voting rights they hold reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33.3%, 50% and 66.6%.

Notification must be made no later than three business days from the date of the change. Non-compliance results in the automatic suspension of the voting rights attached to the relevant shares for as long as the violation continues, as well as the imposition of administrative fines.

Compliance Frameworks and Whistle-Blowing

Listed companies are required to maintain an effective Internal Control System, which is periodically assessed by independent evaluators. This system includes risk management, internal audit and regulatory compliance.

With the transposition of European Directive 2019/1937 through Law 4990/2022, a mandatory framework was introduced for the protection of persons who report breaches of EU law (whistle-blowing). Companies employing 50 or more employees are required to establish internal reporting channels, appoint a person responsible for receiving and following up on reports, and ensure full confidentiality and protection of whistle-blowers from retaliation.

Types of Security Interests and Registration Systems

Greek law provides various mechanisms for granting security interests in rem over movable and immovable property, as well as over claims. For real estate, the main forms of security are the mortgage and the pre-notation of mortgage, with the pre-notation being the most common method due to its lower judicial and administrative cost.

For movable property and claims, security interests include:

• the traditional pledge with delivery of possession;
• the non-possessory (constructive) pledge over business equipment and goods, under Law 2844/2000;
• the assignment of claims (such as trade receivables or bank accounts) for security purposes; and
• the financial collateral over financial instruments and cash, under Law 3301/2004.

Perfection of security interests requires their registration in the relevant public registers (Mortgage/Land Registries for real estate, the Register of Law 2844/2000 for movables) or notification to the debtor in the case of assignment of claims. Priority among creditors is determined strictly by the time priority of the registration or notification.

Acquisition Finance Structure

In more complex corporate transactions and in acquisition finance, the security package is structured through a combination of pledges over the target company’s shares, assignments of claims arising from commercial contracts, and pledges over bank accounts.

The interaction between different classes of creditors (senior and junior creditors) is governed through intercreditor agreements, which set out the order of repayment, restrictions on the exercise of enforcement rights (standstill periods), and the management of the security package through a security agent.

Basic Principles and Conditions of Validity

The formation of contracts in Greece is governed by the fundamental principles of freedom of contract and private autonomy, as set out in the Civil Code. For the valid formation of a contract, a meeting of the minds of the parties is required, alongside offer and acceptance, and the contractual capacity of the parties.

The common law concept of “consideration” does not exist in Greek law. As a general rule, the principle of informality of contracts prevails, meaning that contracts are validly concluded without any requirement of written form, unless the law expressly provides otherwise (such as transfers of real estate, which require a notarial deed) or the parties agree in writing to observe a particular form.

Grounds for Invalidity and Interpretive Rules

A contract may be void or voidable for reasons relating to:

• offence to good morals or being contrary to prohibitive provisions of law;
• mistake, fraud or duress in the declaration of intent; or
• simulation of the legal transaction.

In interpreting commercial contracts, the courts seek the true intention of the parties without adhering rigidly to the wording, taking into account good faith and business usage. Contractual clauses that limit or exclude liability for intent or gross negligence are void;unfair standard terms and conditions that create a significant imbalance in the parties’ rights and obligations are also considered void.

Breach of Contract and Rights of Termination

In the event of non-performance or defective performance of a contract, the non-defaulting party has a series of remedies available, including a claim for performance, a claim for damages for both actual loss and lost profit, and the right to withdraw from the contract.

Termination of a continuing contract is possible either upon the expiry of the agreed term or, extraordinarily, for good cause. Good cause exists when, based on good faith and the circumstances, the contracting party cannot reasonably be required to maintain the contractual relationship. Unjustified termination constitutes a breach of contract and obliges the terminating party to compensate the other party.

Force Majeure and Unforeseen Change of Circumstances

Greek law recognises the principle of force majeure as a ground releasing the debtor from liability for non-performance when performance becomes impossible due to events outside its sphere of influence, which could not have been foreseen or prevented through measures of the utmost diligence.

In addition, Article 388 of the Civil Code introduces the principle of unforeseen change of circumstances (hardship). If, after the conclusion of the contract, the circumstances on which both parties relied change due to extraordinary and unforeseeable reasons, such that the debtor’s performance becomes excessively onerous, the court may adjust the performance to the appropriate extent or terminate the contract.

Assignment, Licensing and Rights Over Creative Works

Industrial property rights (patents, trade marks, industrial designs) and copyright constitute significant assets in commercial transactions. The transfer (assignment) and licensing of such rights requires written form and, in the case of trade marks and patents, registration in the relevant registers of the Industrial Property Organisation (OBI) in order to be effective against third parties.

Regarding works created within the framework of an employment relationship, the economic right over the work is transferred by operation of law to the employer, unless otherwise agreed. In the case of software created by an employee in the performance of their duties, the economic right belongs entirely to the employer.

For AI-generated content, Greek and European legislation provides that copyright protection is granted only to creations that constitute original works of human intellectual conception.

Remedies for Infringement of Rights

In the event of infringement of intellectual or industrial property rights, the rights-holder may bring legal proceedings seeking:

• cessation of the infringement and its discontinuance in the future;
• payment of damages and monetary compensation for moral harm;
• the surrender of benefits derived from the unlawful exploitation; and
• interim measures, including the precautionary seizure of goods.

Regulatory Framework and Consumer Rights

Consumer protection in Greece is governed by Law 2251/1994, as extensively amended to comply with European directives. The law applies to every contract between a supplier and a consumer, introducing strict rules on pre-contractual information, unfair commercial practices and unfair contract terms.

In distance contracts (ie, remote, including e-commerce), the consumer has an unconditional right of withdrawal within 14 calendar days of receipt of the product, with a full refund of the amounts paid.

Enforcement Mechanisms and E-Commerce

The enforcement of consumer protection legislation is carried out by the Ministry of Development and the General Secretariat of Commerce, which have the power to impose administrative fines. At the same time, the Consumer Ombudsman operates as an independent authority for the out-of-court settlement of consumer disputes.

In the field of e-commerce, businesses are required to observe strict transparency standards regarding prices, offers, product reviews and return policies, and misleading advertising practices and deceptive tactics through user interfaces (dark patterns) are prohibited.

Notification Thresholds and the Substantive Test

Control of business concentrations in Greece is governed by Law 3959/2011 on the protection of free competition, with the Hellenic Competition Commission as the competent authority. Prior notification of a concentration is required when:

• the aggregate worldwide turnover of all participating undertakings is at least EUR150 million; or
• at least two of the participating undertakings each individually achieve a total turnover in Greece exceeding EUR15 million.

The transaction may not be completed before clearance is obtained from the Hellenic Competition Commission (standstill obligation). The substantive test for assessment is whether the concentration is likely to significantly impede competition in the Greek market, in particular through the creation or strengthening of a dominant position.

Consequences of Non-Compliance

Completion of a concentration in violation of the prior notification obligation, or before the issuance of the clearance decision, carries heavy administrative sanctions. The Hellenic Competition Commission may impose fines of up to 10% of the total turnover of the undertakings involved, and may also order the concentration to be unwound or participation to cease.

At the same time, anti-competitive agreements (cartels) and abuses of a dominant position carry strict fines, and the individuals involved may also face criminal sanctions.

Foreign Investment Regime and Sectoral Restrictions

Greece maintains a generally open and welcoming environment for foreign direct investment, applying the principle of equal treatment between domestic and foreign investors. There are no general restrictions on capital inflows or the repatriation of profits.

However, specific rules and licensing requirements apply in certain regulated sectors.

• In the media sector (broadcasting), there are restrictions relating to the transparency of ownership and the avoidance of concentration.
• In financial services and energy, the acquisition of significant holdings is subject to prior approval by the competent regulatory authorities (the Bank of Greece, RAAEY).
• For the acquisition of real estate in border areas, a special permit is required for natural or legal persons from outside the European Union or the European Economic Area (EEA).

National Security Screening and Investment Incentives

Within the framework of European Regulation 2019/452, Greece is developing mechanisms for screening foreign direct investment on grounds of security and public order. Screening focuses on investments involving critical infrastructure (energy, transport, telecommunications), critical technologies and sensitive data.

To attract strategic investments, Greek legislation provides significant incentives through the Development Law and the framework for Strategic Investments. These incentives include tax exemptions, subsidies for job creation costs, fast-track licensing procedures, and stabilisation of the tax rate.

Data Protection Framework and Obligations

The legal framework for the protection of personal data in Greece is set out in the EU General Data Protection Regulation (GDPR) and the national implementing Law 4624/2019. The competent supervisory authority is the Hellenic Data Protection Authority (HDPA).

Organisations that process personal data are required to observe the core principles of lawfulness, fairness, transparency, purpose limitation and data minimisation. Collection and processing require a lawful basis (such as consent, performance of a contract or legitimate interest). In the event of a personal data breach, the controller must report the incident to the HDPA within 72 hours and, where there is a high risk, inform the data subjects.

Cross-Border Data Transfers

The transfer of personal data to countries outside the EEA is permitted only where an adequate level of protection is ensured. This is achieved through adequacy decisions of the European Commission, the use of Standard Contractual Clauses (SCCs) or approved Binding Corporate Rules.

AML Obligations and Economic Sanctions

Legislation on combating money laundering and terrorist financing (AML) is incorporated into Law 4557/2018. Obliged entities include credit and financial institutions, statutory auditors, lawyers, notaries, real estate agents and corporate service providers, which must apply customer due diligence measures, verify the identity of the beneficial owner, monitor transactional behaviour, and promptly report suspicious transactions to the Anti-Money Laundering Authority.

Regarding international economic sanctions, Greek companies are required to fully comply with sanctions imposed by the United Nations and the European Union. Violation of sanctions entails criminal prosecution and strict administrative fines.

Combating Corruption and Bribery

The bribery of political figures and public officials (both passive and active bribery), and private sector bribery, are strictly criminalised under the Penal Code. In order to limit corporate risk, companies develop compliance programmes that include anti-bribery policies, staff training, controls on hospitality expenses, and reporting channels for violations.

Environmental Obligations and Liability

Environmental permitting of projects and activities is governed by Law 4014/2011, which classifies projects into categories according to their environmental impact and requires the preparation of an Environmental Impact Study for the issuance of Environmental Terms Approval Decisions (AEPO).

Environmental liability is based on the “polluter pays” principle (Law 3882/2010). Businesses are liable for the prevention and remediation of environmental damage caused by their activities, and company management may face personal civil and criminal liability.

Occupational Health and Safety

The Code of Laws on Employee Health and Safety (Law 3850/2010) requires employers to ensure the health and safety of employees in all aspects of their work. Employers are required to use the services of a Safety Technician and an Occupational Physician, and to prepare a written Occupational Risk Assessment.

The Labour Inspectorate (SEPE) carries out regular inspections, and imposes administrative and criminal sanctions in cases of non-compliance or workplace accidents.

Regulatory Framework and AI Governance

The regulatory framework for artificial intelligence (AI) is primarily set by the European Artificial Intelligence Act (EU AI Act), which applies a risk-based approach. At the national level, Law 4961/2022 introduced regulations mainly for the use of AI systems by public sector bodies (algorithmic impact assessment, a register of systems, transparency obligations), together with a targeted employee-information obligation that also extends to the private sector.

Organisations that develop or use high-risk AI systems are required to apply governance mechanisms that ensure:

• transparency and adequate information for users;
• the conduct of fundamental rights impact assessments;
• the prevention of bias and discrimination in algorithms; and
• the maintenance of human oversight in decision-making.

Businesses operating in Greece must also comply with provisions on economic crime, the protection of free competition in supply chains, and specific obligations for the electronic cross-checking of tax data through the myDATA platform of the AADE.

Key Labour Laws

Greek labour law is characterised by a high degree of employee protection and was recently codified through Law 4808/2021 and Law 5053/2023. These laws regulate:

• working-time limits (40 hours per week, with the possibility of flexible arrangement);
• remuneration;
• leave; and
• the introduction of the Digital Work Card for the accurate recording of working hours.

Termination of Employment Contracts and Dismissals

Termination of an indefinite-term employment contract by the employer is a legal act not requiring cause but is governed by strict formal and substantive requirements. The employer may choose between termination with notice (in which case the severance payment is reduced by half) or termination without notice.

For a dismissal to be valid, the following are required:

• a valid written notice of termination;
• payment of the statutory severance payment; and
• registration of the change in the ERGANI information system.

A dismissal is void if it is due to discrimination, retaliation or trade union activity, or if it takes place during protected periods (such as pregnancy and maternity). In the event of invalidity, the employee is entitled to back pay and reinstatement.

Structure of Remuneration and Taxation

The structuring of senior executives’ remuneration packages often includes fixed pay, variable pay (bonuses) and stock option plans. In listed companies, remuneration is governed by the Remuneration Policy approved by the general meeting and disclosed in the annual Remuneration Report.

Stock option plans enjoy favourable tax treatment, as the rights are taxed at the time of exercise as capital gains at a rate of 15% (or 5% for start-up companies), provided they are held for a certain period of time.

Enforceability of Restrictive Covenants

Non-compete clauses and non-solicitation clauses (of customers/staff) following termination of an employment contract are enforceable by Greek courts, provided they satisfy specific proportionality criteria:

• they are reasonably limited in duration (usually up to one to two years);
• they have a clear geographic and subject matter scope; and
• they provide for the payment of reasonable monetary compensation to the employee for the period during which the restriction applies.

If no compensation is provided, the non-compete clause risks being considered void as an excessive restriction on the freedom to work.

Forms of Ownership and Restrictions on Foreigners

Greek property law recognises full ownership, co-ownership, bare ownership and usufruct. The transfer of ownership of real estate requires the mandatory execution of a notarial deed and its registration with the competent Mortgage Registry or Land Registry.

Natural and legal persons from EU/EEA member states may acquire real estate in Greece without any restriction. By contrast, for natural or legal persons from outside the EU/EEA, restrictions apply to the acquisition of real estate in designated border areas, where prior authorisation from a special administrative committee is required.

Legal Framework, the Land Registry and Due Diligence

Greece is completing its transition from the traditional system of transcriptions and mortgages to the National Land Registry-Ktimatologio (Cadastre), which provides increased legal certainty by defining properties on the basis of cadastral diagrams and unique identification numbers (KAEK).

The due diligence process for the acquisition of commercial real estate includes:

• legal review of title deeds and encumbrances for a period of at least 20 years;
• technical and town-planning review to verify the legality of construction;
• environmental review for any soil contamination; and
• the issuance of tax and social security compliance certificates from the seller.

Commercial Leases

Commercial leases are regulated by Presidential Decree 34/1995, as amended by Law 4242/2014. For new leases, the minimum statutory duration is set at three years, even if a shorter term is agreed.

The parties retain significant freedom in setting the rent, its gradual adjustment, and the terms of subletting or assignment of the lease. In the event of breach of obligations (such as delay in paying rent), the landlord may resort to expedited proceedings for obtaining an order for the recovery of possession of the leased premises and payment of rent arrears.