Doing Business In.. 2020

Last Updated July 15, 2020

Greece

Law and Practice

Authors



Lambadarios Law Firm is a leading Athens-based legal practice with a reputation for tackling complex and challenging work. Founded in 1863 and now under the stewardship of managing partner Constantinos Lambadarios, LLF evolved from a family firm into a thoroughly modern, international practice with a dynamic, problem-solving mindset, while retaining the traditional qualities of respect, integrity and personalised service. With a number of top-ranked partners and a highly skilled team of lawyers, LLF is recognised as one of the leading Greek firms in all of its key practices – M&A, banking and finance, project finance, ligation and dispute resolution, Real Estate, Energy, Capital Markets, and TMT and Intellectual Property in Greece. Within these fields, we have advised on many of the most significant transactions and commercial developments in Greece’s recent past, from privatizations of state-owned utilities and major energy and infrastructure projects to cases involving emerging internet law and anti-trust actions.

Civil law procedural system applies in Greece. The judicial order is exercised by courts, depending on their scope of competences. In line with the principle of the separation of powers, judicial order is independent of the legislative and executive powers.

Courts in Greece are mainly divided, depending on their competence, into administrative courts, civil courts, criminal courts and special courts.

In principle, judicial procedure includes two instances as well as the possibility of appellate review.

Civil judicial order is exercised by Courts of Piece (District Civil Courts), Courts of First Instance, Courts of Appeals and the Supreme Court (“Areios Pagos”).

Criminal judicial order is exercised by District Criminal Courts, Magistrates Courts, Courts of Appeals and the Supreme Court.

Finally, administrative judicial order is exercised by the administrative Courts of First Instance, the administrative Courts of Appeals and the Council of State (“Simvoulio tis Epikrateias”).

Greek legislative provisions (Laws No 3908/2011 and No 4399/2016) provide for incentives for foreign investments in Greece, including tax exemptions, subsidies, etc, depending on the nature of investment.

There is no general requirement of approval of foreign investments by the competent authorities. However, special restrictions may be provided in specific legislative provisions. Thus, Article 25 of Law 1892/1990 provides that any transaction related to establishment of any right on real estate located in border regions of Greece is prohibited to natural or legal persons who are nationals or residents of a non-EU country. The same legislative provision also provides that transfer of shares or dividends or change of partners of undertakings of any form owning real estate in such regions is also prohibited. Such prohibition may be lifted under specific terms and conditions for specific categories of transactions, pursuant to their legal nature, value and/or location or value of real estate.

Transactions concluded in violation of the aforementioned restrictive legislative provisions are invalid. Furthermore, imprisonment of up to one year and monetary fines are imposed to notary public involved in such transaction as well as to the contracting parties. Notary public involved may also be liable according to the Notary Public Code.

In case that restrictions mentioned above are lifted, the competent commission may impose to foreign investors specific terms and conditions, depending on the legal nature of the specific transaction, the value and/or location or value of real estate.

In case of refusal of the competent authorities to lift the aforementioned restrictions upon request of an interested individual or legal entity, the latter may file a claim before the competent administrative court, challenging the refusal of authorisation of the investment. The specific deadline of filing such claim and timing of issuance of the court’s decision shall depend on the nature and conditions of each specific case.

The main corporate forms in Greece are the following.

Société Anonyme("Anonymi Etairia")

A société anonyme is a capital company, the capital of which is divided into shares. The main characteristics of such type of company are the following:

  • the high amount of share capital required for its establishment;
  • the division of capital into equal parts, the shares;
  • the strict publicity rules regarding its establishment as well as its activities (eg, publication of annual results in the Government Gazette);
  • its long term (usually 50 years or more),
  • shareholders’ limited liability,
  • decision-making by a majority,
  • two company instruments, the Board of Directors (BoD) and the General Meeting of shareholders.

A société anonyme may be established by one or more members, individuals or legal entities, or may become single-member in case that a member becomes sole shareholder of the company. The minimum amount of share capital is EUR25,000 and such amount must be already deposited prior to the company’s establishment. Such capital may be collected in money, but also on the basis of contributions in kind – that is, contribution of an asset (eg, real estate) after procedure of their appraisal.

A company’s liability is limited to the amount of its property; shareholders’ liability is limited to the value of their contribution to the share capital. The company’s property is divided from the shareholders’ personal property. The Board of Directors is responsible for the decisions of the company in all matters except those for which the General Meeting of shareholders is solely responsible. The General Meeting is responsible for the more significant issues of the company, such as election of the members of the BoD, amendment of company’s Articles of Association, approval of annual financial statement, etc).

Limited Liability Company ("Etairia Periorismenis Efthinis")

The main characteristics of such type of company are the following:

  • the division of capital into capital shares, each one of which is equal to 1EUR;
  • there is no minimum amount of share capital for the establishment of the company and capital may also be constituted by assets (eg, real estate), pursuant to appraisal;
  • shareholders’ liability is limited to the value of their contribution to the share capital;
  • limited term of the company;
  • decision-making by a majority of shareholders representing at least half of the company’s capital;
  • two company instruments, the General Meeting of shareholders and the administrator(s) of the company.

Private Capital Company ("Idiotiki Kefalaiouchiki Etairia")

The main characteristics of a private capital company are the following:

  • there is no minimum amount of capital for its establishment;
  • it may be established as a single-member company;
  • contributions may be constituted by assets;
  • liability of each member/partner is limited to the amount of his or her contribution;
  • the company has a limited term and, in case that its term is not specified in its articles of association, it is equal to 12 years from its establishment. Extension of such term is possible. Such type of company is preferred by start-ups, due to facility and non-strict requirements for its establishment.

General Partnership ("Omorrithmi Etairia")

Partners of such type of company are liable, jointly and severally, for the company’s financial obligations, not only limited to their contribution but also with their personal property. Furthermore, partners’ liability concerning company’s debts does not end in case of termination of the company. There is no minimum capital required for the establishment of such a company. General partnership is managed by its partners.

Limited Partnership ("Eterorrithmi Etairia")

Partners of such type of company are separated in two categories: general partners and limited partners. For the establishment of such a company there must be at least one general partner. General partners are jointly and severally liable towards a company’s debtors for the company’s obligations, including with their own personal property. Limited partners are liable only to the extent of their corporate contribution. There is no minimum capital required for the establishment of such company. Limited partnership is managed by its general partner(s). A limited partner may be considered to have the same obligations and liability as company’s general partners, in case that his or her name appears in the company’s name, or in case that such partner participates in the management or representation of the company.

The société anonyme is incorporated through a one-stop procedure during which the notarial deed for the establishment of the company is executed. In case that the company is established by individuals, they must submit to the one-stop service their identity card or passport in the case of foreigners and residence permit in case of non-EU citizens. The one-stop service also issues tax clearance for the persons who establish the company; however, in case of pending tax obligations of such persons, the one-stop service sets a deadline of ten days in order for them to comply with their obligations and file tax clearance certificates. Furthermore, the one-stop service proceeds to preliminary control and preliminary approval of the company’s name and distinctive title. The one-stop service proceeds to online registration of the establishment of the company at the relevant platform of the General Commercial Registry and sends relevant data also to the Ministry of Finance in order for the company to acquire a tax identification number. The date of registration of the company in the General Commercial Registry platform is the effective date of its establishment.

The limited liability company is incorporated though a one-stop procedure during which the notarial deed for the establishment of the company is executed. In case that the company is established by individuals, they must submit to the one-stop service their identity card or passport in the case of foreigners and residence permit in case of non-EU citizens. Through such procedure the establishment of the company will be registered in the General Commercial Registry Platform. The one-stop service also issues tax clearance for the administrators of the company; however, in case of pending tax obligations of such persons, the one-stop service sets a deadline of ten days in order for them to comply with their obligations and file tax clearance certificates. Furthermore, the one-stop service proceeds to preliminary control and preliminary approval of the company’s name and distinctive title. The one-stop service proceeds to online registration of the establishment of the company at the relevant platform of the General Commercial Registry and also sends relevant data to the Ministry of Finance in order for the company to acquire a tax identification number. The date of registration of the company in the General Commercial Registry platform is the effective date of its establishment.

The private capital company is incorporated through a one-stop procedure before the Chamber of Commerce. A notarial deed is not required. In case that the company is established by individuals, they must submit to the one-stop service their identity card or passport in the case of foreigners and residence permit in case of non-EU citizens. The one-stop service proceeds to online registration of the establishment of the company at the relevant platform of the General Commercial Registry and sends relevant data also to the Ministry of Finance in order for the company to acquire a tax identification number. The date of registration of the company in the General Commercial Registry platform is the effective date of its establishment.

For the establishment of a general partnership, a notarial deed is not required but such type of company may also be established through a private contract, including name of the company, name and residence of the general partners, nature and value of contributions, term of the company, object of the company and the fact that the company is a general partnership. General partnership is incorporated through a one-stop procedure and its incorporation is registered in the relevant platform of the General Commercial Registry.

For the establishment of a general partnership, a notarial deed is not required but such type of company may also be established through a private contract, including name of the company, name and residence of the partners and whether they are general or limited partners, nature and value of contributions, name of the company’s administrators and representatives (only general partners), term of the company, object of the company and the fact that the company is a limited partnership. General partnership is incorporated through one-stop procedure and its incorporation is registered in the relevant platform of the General Commercial Registry.

It is also noted that, according to Article 9 of Law No 4441/2016, for all types of companies a template of Articles of Association is available and may be used, completed by the persons who establish the company and submitted before the one-stop services for its registration. Such template includes only the absolutely necessary information for each type of company. Its use is not advisable due to lack of details in regulations regarding the issues related to the operation of the company.

Companies of all types are subject to obligation of disclosure of specific resolutions and actions regarding their operation, such as election of members of the Board of Directors, amendments of the Articles of Association of the company, approval of financial statements, etc. Such actions must be submitted to the General Commercial Registry and relevant documents are registered and published online.

Furthermore, according to Law No 4557/2018, companies having their registered seat in Greece, or having a business activity which is subject to taxation in Greece, have the obligation to collect and store in a special registry maintained at their registered seat full, accurate and up-to-date information concerning their ultimate beneficial owners. Such information must include, at least, full name, date of birth, nationality and country of residence of beneficial owner(s) as well as the nature and extent of their rights/ powers related to the company. Such registry must be maintained by the company’s representative or by a specifically authorised person and must be submitted to the relevant electronic platform – TaxisNet – of the Ministry of Finance. Registration of any amendment to the aforementioned information must be registered within 60 days from the date on which such amendment took place.

Main management structures in most common legal entities are the General Meeting and the Board of Directors (or the administrators for limited liability companies and private capital companies).

The Board of Directors (or the administrator) is responsible for the decisions of the company in all matters except those for which the General Meeting of shareholders is solely responsible. The General Meeting is responsible for the more significant issues of the company, such as election of the members of the BoD, amendment of the company’s Articles of Association, approval of annual financial statement, etc).

In sociétés anonymes the BoD must have no less than three members and up to 15. The exact number of the BoD members is provided in the Articles of Association or determined by the General Meeting. In limited liability companies and in private capital companies the respective responsibilities are held by the administrators, acting jointly or separately.

In personal companies (general partnerships and limited partnerships) company management is performed by general partners. Limited partners cannot participate in the management of the company. In case that this happens, the limited partner participating in the company’s management has the same responsibilities and liability as the general partners.

Members of companies’ administrative bodies are liable for any damage of the company caused by their acts or omissions which took place during the period for which they participated in the company’s administration, unless they prove that they did not breach their duties.

Furthermore, members of the BoD are also liable for damages of third parties caused by their acts or omissions in the context of performance of their duties, in case that such acts/omissions constitute either wilful misconduct or negligence. In such a case, BoD members are also liable with their personal property and, depending on each specific case, may also be subject to criminal consequences, such as imprisonment or monetary fines.

Specifically concerning joint liability of persons participating in the administrative body of a company for non-compliance of the company with its tax obligations, Law No 4646/2019 provides that such persons are responsible only (i) in case that debts derived during their term of office and (ii) in case that such debts were not paid to the State due to such persons’ wilful misconduct or negligence. 

General partners in general partnerships and limited partnerships are personally liable, including with their personal property, for the debts of the partnership. Limited partners are, in principle, liable only to the extent of their contribution to the company’s capital.

According to Article 70 of Greek Civil Law, all acts performed by a person acting as an administrative instrument of a legal person bind the legal person, which is, in principle, independent of its members/instruments concerning its financial obligations and responsibilities. However, such independency may be circumvented (“piercing of the corporate veil”) in case that it is used in an abusive manner, either pursuant to a specific legal provision or pursuant to the principle of good faith. Greek case law refers to cases of piercing of the corporate veil in case of abusive behaviours, such as concentration of all shares of a company by a single shareholder who acts for his or her own interests and purposes, covered by the independency of the company.

The employment relationship is, in principle, regulated by the oral or written employment agreement between the employer and the employee. According to the provisions, Presidential Decree 156/1994 provides that the employer is obliged to inform in writing the employees, within two months from hiring, on their main terms of employment.

Apart from the agreement between the parties, legislative provisions regulate in a mandatory way special aspects of the employment relationship, such as minimum salary, working hours, leaves, allowances, termination of the employment severance compensation, etc. The main sources of Greek employment law are the following:

  • Presidential Decree No 156/1994 (regarding hiring issues);
  • Laws No 2112/1920, 3198/1955 (regarding termination issues);
  • Laws No 3846/2010, 3863/2010 (regarding working hours and overtime work);
  • Law No 3899/2010 (regarding types of employment – eg, work by rotation, etc);
  • Law No 4251/2014 (regarding employment of employees – citizens of non-EU member countries);
  • Law No 1387/1983 (regarding collective redundancies);
  • Presidential decree No 178/2002 (regarding rules on business transfers).

Furthermore, the employment relationship is also regulated by National General Collective Bargaining Agreements and Collective Bargaining Agreements regarding various employment issues. Such agreements are agreed between the representatives of the employees’ organisations and the representatives of the employers’ organisations and apply, depending on their nature, either to all Greek employees or only to employees of specific specialties. Such agreements are usually amended and prevail over legislative and contractual provisions in case that their provisions are more favourable for the employees to whom they apply. 

The main kinds of Collective Bargaining Agreements (CBA) under Greek Labour Law are the following.

  • National General CBA, which regulates:
    1. the minimum salary for employees working for employers-members of the contracting employers’ unions, as well as
    2. the minimum terms of employment for all employees in the country.
  • Company CBA, which regulates the terms of employment for the employees of a specific company or establishment. The Company CBA is binding for all employees of the company, no matter if they are members of the company trade union or not.
  • Branch CBA, which regulates terms of employment for the employees of companies or establishments with similar activity (eg, employees of paper industries, employees of pharmaceutical industries).
  • Professional CBA, which regulates the terms of employment for the employees of a specific profession.

An employment contract may be concluded either verbally or in writing. It is not obligatory for employment agreements to be concluded in writing. However, Presidential Decree 156/1994 provides that the employer is obliged to inform newly hired employees on their main terms of employment in writing.

More specifically, the employer must inform the employee in writing of the main terms of the employment relationship – ie, contact details of the parties, place of work, employer’s address, job position, date and term of employment, annual leave, termination severance, remuneration, working hours and which is the applicable Collective Labour Agreement.

Such written information should be provided to the employee within two months from hiring, by providing the employee with a written agreement or other relevant document. If the employer breaches this obligation, the employment contract is still valid; however, administrative penalties may be imposed upon the employer.

Furthermore, companies should notify the competent authorities of the hiring on the hiring date or, in any case, no later than the beginning of employment by submitting to the ministerial digital platform, ERGANI, the relevant documents E3 (“recruitment announcement”) and E4 (“supplementary personnel table”).

There are no legal requirements providing for minimum duration of employment agreements. Regarding duration, there are two types of employment contracts: contracts of indefinite duration and contracts of definite duration. These two types of contracts differ regarding their term and the requirements concerning their termination.

It must also be noted that the initial conclusion of contracts of definite duration and their renewal must be “objectively justified” – for example, by the activity of the company or the temporary replacement of another employee or extraordinary and urgent circumstances or education/training purposes, etc. The reasons justifying the renewal of the contract of definite duration must be specifically mentioned in the agreement of the parties, which shall be concluded in writing.

If the renewal of the contract is not objectively justified or the overall duration of “successive renewals” (ie, successive contracts of definite duration between the same parties and with the same terms and conditions, with less than 45 calendar days between each renewal) exceeds three years or the number of renewals is more than three within a period of three years, it is considered that the contracts in question cover fixed and permanent needs of the employer and are therefore transformed into contracts of indefinite duration.

The general maximum working time is eight hours of work per day and 40 hours of work per week. For companies normally working five days per week, work on Saturday is paid at 130% of the employee daily salary. Work on Sunday and on official holidays (25 March, Easter Monday, 1 May, 15 August, 25 December) is paid at 175% of the employee’s daily salary. Night work (ie, work performed from 10pm until 6am) is paid at 125% of the employee’s hourly rate.

Daily working that exceeds nine hours or working that exceeds 45 hours in a five-day working week or 48 hours in a six-day working week is considered overtime working.

The remuneration stipulated by law for legal overtime is 140% of the employee’s hourly rate up to the completion of 120 hours of overtime work during the year and 160% of the hourly rate after the completion of 120 hours of overtime work during the year.

Overtime should be declared by the employer to the ministerial digital platform, ERGANI, before implementation of overtime by submission of the relevant document, E8. In such form, the employer must declare its details, as well as description of its business activity, details of employer’s branch, employee’s details (TIN, social insurance number, name), date of overtime, starting time and ending time of overtime, reason for overtime, position (role) of the employee, hours of working week of the employee.

The same declaration through the same form and in compliance with the above-mentioned requirements should also take place by the employer before implementation of overwork – ie, work of the ninth hour per day in a five-day working week, which is not technically considered as overtime and is paid at 120% of the employee’s hourly rate.

Illegal overtime is overtime performed without fulfilling the formalities of law, namely the notification of the Labour Inspection Authority as well as the keeping of a relevant employer's book, in which overtime work is registered. It is paid with 180% of the employee’s hourly rate.

It must be noted that, in principle, provisions concerning working time shall not apply to managerial employees. Greek case law has determined the criteria for the characterisation of employees as “managers”; such employees hold high-ranking positions of trust in companies, perform management-related duties, can substantially affect decision-taking of the employer and generally receive salaries higher than the other employees.

According to the provisions of Law No 3846/2010 and Law No 3899/2010, in case that the employer’s activity is significantly reduced, the latter may, instead of termination of employment contracts, unilaterally impose a work rotation system for a time period which may not exceed nine months within the same calendar year. In order to implement such measure, the employer must proceed to prior consultation with the employees’ representatives and shall have the obligation to notify the competent Labour Inspection Authority within eight days from implementation of such measure.

Due to special conditions caused by COVID-19, where the primary activity was significantly affected, employers were provided with the special possibility to operate, for a time period up to six months, with the absolutely necessary members of its personnel ("security personnel"), by unilaterally imposing a work rotation system, under the following conditions:

  • each employee could be employed for at least two weeks per month continuously or intermittently;
  • such method of operation could be set up each week and it was obligatory to include at least 50% of the company’s personnel;
  • no termination of employment contracts could take place during implementation of such measure by the employer.

At the end of each month, the employer had the obligation to announce such organisation of employees’ work time schedule to the electronic ministerial platform, ERGANI.

Implementation of such special measure lasted until 15 June 2020.

According to the provisions of special Law No 4690/2020, in case of significant reduction of the employer’s turnover, as such reduction is specified in the provisions of Article 31 of such law, the employer may be included in the State programme SIN-ERGASIA for the period from 15 June 2020 to 15 October 2020.

Employers included in such programme may temporarily reduce the working hours of all or part of their employees by up to 50% per week, depending on their operational needs, without amending the terms of such employees’ employment contracts and 60% of the amount of net salary corresponding to the working hours during which the employees do not work according to the above shall be covered by the State, as well as the respective part of Christmas bonus and annual leave allowance for the year 2020. The remaining amount of Christmas bonus and annual leave allowance, as well as the total of social security contributions for the employee according to the latter’s nominal salary must be paid by the employer. During implementation of such programme, the employer may not proceed to termination of employment contracts of employees included in such programme and eventual terminations under such conditions shall be invalid.

Furthermore, according to Article 35 of the aforementioned special Law 4690/2020, until termination of the school year 2019-20, employees who are parents have the possibility, upon consultation with the employer, to work for 25% less working hours per day, without reduction of their salary. In such a case, the employee shall have the obligation to work on another working day for more hours than provided in his or her regular daily work schedule, without additional compensation for overtime or overwork.

In case that one of the parents does not work, the other is not entitled to use the aforementioned measure, unless the parent who does not work is hospitalised for any reason whatsoever, or disabled, or he or she is infected by COVID-19.

The distinction between an employment contract of definite duration and an employment contract of indefinite duration is of extreme importance in the context of termination.

On one hand, in the case of contracts of definite duration, the employment relationship is terminated immediately without severance pay when the defined employment period elapses. Premature termination by either party is permitted only for “serious cause”. Such termination shall be announced to the competent authorities within four days from termination of the employment contract by submitting the relevant document E7 to the system of the ministerial digital platform, ERGANI. Examples of such “serious causes”, as appearing in case law, are the following: inappropriate behaviour of either party, dissolution of the employer’s company, repeated absences of the employee, etc.

If the reason given by the employer is finally held as “not serious” by the court, the premature termination of the employment shall be considered as null and void and the employee shall be entitled to the wages corresponding to the remaining employment time, with interest.

On the other hand, contracts of indefinite term may be terminated by either party at any time and without cause. Termination must be in writing and the employer must pay severance compensation even if termination is due to the employee’s fault (eg, breach of duty, disobedience, repeated absences), with the exception of committing a work-related crime. The dismissal must also be announced to the competent authorities within four days from termination of the employment contract by submitting the relevant document E6 to the system of ERGANI.

No severance pay is due in case the employment contract is terminated by the employee, unless it is proven that the employee was actually forced by the employer to terminate the contract.

In case an employee leaves the company to retire, he or she is entitled to receive 50% of the termination severance (or 40% in case the employee is entitled to a supplementary pension). This provision applies only when the employee has completed the required years of service in order to receive full pension. There is no legal provision with regard to early retirement.

Termination severance requirements are regulated by Law 4093/2012. The amount of severance for employees depends on the years of employment and on the kind of the termination, pre-notice or summary. The law does not require serving a prior notice of termination to the employee. However, if the employer gives the employee the pre-notice, according to the pre-notice period provided by law on the basis of the employee’s years of employment, the employee is entitled to half of the minimum severance compensation which applies to termination without prior notice. In case of voluntary departure of the employee, the employee is obliged to give the employer notice equal to half of the aforementioned pre-notice provided for the employer, up to a maximum pre-notice period of two months.

The wage which is used as the basis of the severance calculation is the employee’s wage of the last month before the termination, which also includes the value of any additional benefits (in money or in kind) the employee receives on a regular basis (ie, bonuses, etc).

The maximum monthly salary that may be taken into account for the calculation of the above severance cannot exceed eight times the statutory daily wage of an unskilled worker, multiplied by the number 30.

The dismissal is always under judicial control for the possibility that the employer has abused the right to dismiss, according to Article 281 of the Greek Civil Code. The employee has the possibility, within three months from the date of termination, to challenge the validity of termination of the employment by filing a relevant claim before the competent court.

Rules on Collective Redundancies

Greece has implemented EU Directive 75/129 (Law 1387/1983), as amended by EU Directives 92/56 and 98/59. “Collective redundancies” means dismissals effected by an employer employing more than 20 employees for one or more reasons not related to the individual employees concerned, where the number of redundancies is, over a period of 30 days: (i) at least six in establishments normally employing more than 20 and less than 150 employees; (ii) 5% of the number of employees (with a maximum of 30) in establishments normally employing 150 employees or more.

For the calculation of number of redundancies as above, all terminations of an employment contract which occur on the employer’s initiative for one or more reasons not related to the individual employees concerned shall be assimilated to redundancies, provided that there are at least five redundancies.

When an employer is contemplating collective redundancies, it shall begin consultations with the employees' representatives with a view to reaching an agreement. These consultations shall, at least, cover ways and means of avoiding collective redundancies or reducing the number of employees affected, and mitigating the consequences.

To enable the employees' representatives to make constructive proposals, the employer shall supply them with all relevant information and shall in any event give in writing the reasons for the planned redundancies, the number of workers to be made redundant, the number of workers normally employed, the period over which the redundancies are to be effected and the criteria used for the selection of the employees to be made redundant. Employers shall also notify the competent public authority in writing of any projected collective redundancies.

The time period of consultations between the employer and the employees’ representatives is 30 days from the relevant employer’s invitation. The result of consultation is submitted by the employer to the competent authority. In case that the parties reach an agreement, collective redundancies take place according to the content of the agreement and are valid ten days after submission of the outcome of consultations to the competent authority. In case the parties do not reach an agreement, the competent public authority controls whether the employer has complied with the aforementioned procedure as provided in the applicable legislation. In case that the public authority decides that the employer met its obligations pursuant to the aforementioned legal provisions, the collective redundancies are valid 20 days after issuance of the respective decision of the competent authority.

Otherwise, the competent public authority either extends the consultations period or sets a time limit to the employer in order for the latter to comply with its aforementioned obligations. In case that the competent authority, by virtue of a new decision, decides that the employer has complied with its obligations, the collective redundancies are valid 20 days after the issuance of such decision. In any case, redundancies are valid 60 days after the submission of the outcome of consultations to the competent authority.

Collective redundancies effected against the provisions of Law 1387/1983 are null and void and consequently the employees are entitled to default wages.

It should be noted that the only case in which an employer is not obliged to follow the collective dismissals procedure is the closure of the establishment following a court decision. Under Greek law, only the court decision declaring insolvency fulfils this condition.

According to Law No 1767/1988, employees of every company which employs at least 50 employees may elect a works council for their representation towards the employer. In case that there is no trade union at the company, a works council may be elected if the company employs at least 20 employees.

Consultation with employees’ representatives is required by legislative provisions in several cases, such as collective redundancies, transfer of undertaking or unilateral implementation of system of rotating work. Furthermore, consultation with employees’ representatives is strongly recommended in all cases of important decisions of the employment which may significantly affect the employment conditions.

The members of the administrative body of the trade union, as well as the members of the works council are protected from dismissal during their service and for one year after its termination.

In the context of employment relationship, in principle the following taxes shall apply.

Payroll income tax

Income deriving from any kind of employment relationship (salary, allowances, bonuses, etc) is subject to tax from 9% to 44%, depending on the amount of such income.

The aforementioned tax is reduced by the amount of EUR777 in case that the employee does not have dependent children, by the amount of EUR810 for employees with one dependent child, EUR900 for employees with two dependent children, EUR1,120 for employees with three dependent children and EUR1,340 for employees with four dependent children. Such reduction is increased by EUR220 for each additional dependent child. In case that amount of tax is less than the aforementioned amounts, the tax reduction is limited to the amount of the corresponding tax.

In case that the employment income is higher than EUR12,000, the amount of reduction is reduced by EUR20 for each EUR1,000 of taxable income up to the amount of the aforementioned tax reduction. Such reduction does not apply to employees with five or more dependent children.

Special Solidarity Contribution

This is imposed to income of individuals higher than EUR12,000 which amounts from 2.2% to 10%, depending on the amount of income. Such amount is withheld by the employer on a monthly basis from the employee’s monthly salary.

Social Security Contribution

Depending on the specialty of the employee, this must also be paid by both the employer and the employee on the basis of the employee’s monthly salary. The amount of social security contribution which is borne by the employee is withheld by the employer from the employee’s monthly salary.

The main taxes which are payable by companies doing business in Greece are, in principle, the following:

  • income tax applies annually to the profits deriving from business activity, amounting, from tax year 2019, to 24% of such profit;
  • withholding tax of 5% applies to dividends and withholding tax of 15% applies to interests; furthermore, withholding tax equal to 20% applies to royalties and other payments; 
  • income from real estate property is subject to tax from 15% to 45%, depending on the amount of income;
  • value added tax (VAT) also applies on provision of goods and services taking place within Greek territory; the standard amount of such tax is 24%, or 13% depending on the nature of goods or services – however, it varies in certain cases. 

Greek Income Tax code provides for certain tax incentives for the purposes of enhancing business activity, as follows.

  • business income deriving from sale of products produced by such company, in case that such production was based on internationally recognised patent in the name of the undertaking, developed by the latter, as well as services provided by use of such patents, are exempted from income tax for three consecutive years, starting from the year during which the undertaking had profits deriving from sale of such products;
  • employer’s social security contributions for the creation of new employment positions are exempted from taxable income, increased by 50%, in case that the following conditions are cumulatively met:
    1. increase of number of employees during the year of hiring in comparison with the respective average of previous year, and
    2. increase of salary costs during the hiring year in comparison with previous year;
  • taxable income of individuals or entities investing in productions of audio-visual works, including cinematographic films, videos and TV programmes as well as production of source code for computer games software is reduced by 30% of the eligible costs of each audio-visual work, in case that such productions take place in Greece.

In Greece, there is no provision concerning tax consolidation.

A limitation provided in the Greek Income Tax Code provides that the exceeding borrowing cost is tax deductible within the tax year during which it derives only up to 30% of the earnings before interests, taxes and depreciation (EBITDA) of the undertaking. By exception, an undertaking has the right of tax deduction of the exceeding borrowing cost up to EUR3 million.

According to Article 50 of the Greek Income Tax Code – in case that undertakings proceed to one or more national or international transactions with affiliated entities under financial or commercial terms different than the term that would apply between independent undertakings or between affiliated entities and third parties – any earnings that would derive without such terms but did not derive due to the different terms are included in the undertaking’s earnings only to the extent that they do not reduce the amount of payable tax. 

Law No 3943/2011 provides for measures for the prevention of tax evasion, including imprisonment for persons who do not pay amounts due to the State. The time period of imprisonment depends on the specific due amount and is in principle convertible into a monetary fine. Imprisonment – again, convertible, in principle, into monetary fine – is also imposed in case of misleading or fraud of tax authorities by concealing taxable income or by submitting non-accurate tax declaration, for the purpose of avoidance of paying the applicable tax. The duration of imprisonment depends on the amount of earnings of the individual deriving from such fraud. 

Competition issues are, in principle regulated in Greece by Law No 3959/2011; the Hellenic Competition Commission (HCC) is the competent authority which supervises compliance with the relevant legislation.

According to Article 6 of the aforementioned Law, any concentration of control of undertakings must be notified to the HCC, in case that (i) the total turnover of all companies participating in the merger in a global market level amounts at least at EUR150 million and (ii) at least two of the companies participating in the merger each has a turnover in the Greek market of at least EUR15 million.

According to the applicable legislation, the following events may be considered as concentration:

  • the merger, in any way, of two or more previously independent undertakings or sections of undertakings;
  • the acquisition by one or more persons controlling at least one undertaking or by one or more undertakings, directly or indirectly, through purchase of securities or assets, by an agreement or otherwise, of the control of the total or sections of one or more other undertakings.

Pursuant to a respective decision of the HCC, any concentration of undertakings that is subject to prior notification may be prohibited in case that is estimated that such concentration will result to significant limitation of the competition in the national market or in a significant part of it, especially in case that such concentration creates or enhances a dominant position.

Any concentration of control of undertakings must be notified to the HCC within 30 days from the date of conclusion of the respective agreement or from the date of publication of the offer or exchange or from the date of obligation of acquisition of participation of controlling of the business.

The notice must be made:

  • in case that concentrations consist in merger or acquisition of common control of an undertaking, jointly by the undertakings participating in such actions;
  • in any other case, by the person or the undertaking that acquires control of the total or of parts of one or more undertakings.

In case of breach of the aforementioned obligation of notification, the HCC may impose to the persons/entities that had the obligation of notification of a fine of at least EUR30,000, that may not exceed the 10% of their total turnover, taking into account the economic force of such undertakings, the number of markets affected and level of competition in such markets, as well as estimated impact of the concentration to competition.

The persons who have the obligation of notification must, immediately after the notification, publish the notified concentration in a national daily financial newspaper and notify such publication to the HCC, which will publish such publication on its website, so as any person concerned may submit observations or provide evidence concerning the notified concentration.

In case that the intended notified concentration is not included in the scope of legislation described above, or in case that it is not estimated to be incompatible with the applicable competition principles, within 30 days from notification, HCC issues an approval decision. In case that the intended notified concentration is estimated to be incompatible with competition principles, a procedure of investigation of such concentration is initiated within 30 days from notification by the President of the HCC. The HCC shall issue a decision within 90 days from the start of the investigation procedure, approving or rejecting the concentration. In case that HCC does not issue any decision within the aforementioned time period, the intended concentration is considered as approved.

According to Article 1 of Law No 3959/2011, all agreements and practices between undertakings and all decisions of unions of undertaking resulting in prevention, restriction or distortion of competition in the Greek market are prohibited. Especially, the law prohibits, indicatively, practices and agreements that consist in:

  • direct or indirect determination of the prices of purchase or sale of other terms of transaction;
  • restriction or control of the production, provision, technological development or investments;
  • distribution of markets or supply sources;
  • implementation of non-equal trade terms for equivalent regions, especially non-justified refusal of sale, purchase or other transaction, in a way that impedes the function of competition;
  • dependence of conclusion of contracts from the acceptance, by the contracting parties, of additional benefits, which in view of their nature or according to the trade ethics are not related to the subject of such contracts.

The aforementioned practices/agreements are not prohibited in case that the following conditions are cumulatively met:

  • they contribute to the improvement of production or distribution of products or in the technical or financial evolution;
  • they provide to consumers a reasonable part of the deriving profit;
  • they do not impose to interested undertakings restrictions that are not necessary for the aforementioned purposes; and
  • they do not offer the possibility of elimination of completion either in total or in a significant part of the market concerned.

According to the applicable legislation, abuse of dominant position from one or more undertakings of dominant position in the total or in part of the Greek market is prohibited.

Such abuse of dominant position may consist in:

  • direct or indirect imposition of unreasonable prices of purchase or sale or other terms of a transaction;
  • restriction of production, provision or technological development resulting to damage for consumers;
  • implementation in trade of non-equal terms for equivalent services/provisions, especially unjustifiable refusal of sale, purchase or other transaction, the result of which is that some undertakings are at a disadvantage in competition;
  • dependence of conclusion of contracts from the acceptance, by the contracting parties, of additional benefits, which in view of their nature or according to the trade ethics are not related to the subject of such contracts.

Patent acquisition and protection is regulated in Greece by Law No 1733/1987. According to respective legislative provisions, a patent protects new inventions that include an inventive activity and are capable of industrial application. The following cannot be protected as patents:

  • discoveries, scientific theories and mathematic methods;
  • aesthetic creations;
  • designs, rules for the performance of mental activities, games and for the performance of financial activities as well as computer programs;
  • display of information.

For the registration of a patent, a respective application must be filed before the Organisation of Industrial Property, including:

  • name, nationality, residence or registered office and address of the person who files the request;
  • description of the invention and designation of one or more claims (ie, scope and content of the protection requested);
  • request for the provision of patent protection.

The aforementioned request also includes the plans to which the claims and the description refer to, the summary of the invention, explanations of the description and documents of authorisation of the person who files the request in case that such person is not the inventor or in case that the inventor is a legal person.

The patent grants the right of productive exploitation of the invention and, specifically:

  • right to produce, offer or sell in the market, and use for own purposes the products protected;
  • right to apply, offer or sell in the market the method which is protected under the patent;
  • right to produce, offer or sell in the market, and use for own purposes the product which was produced as a result of the application of the method protected under the patent;
  • right to prohibit any third party from exploiting the invention or import the products protected under the patent.

Duration of patent protection is 20 years starting from the day following the date of filing of the application for the acquisition of patent.

In case that an application for a patent has been filed abroad, the beneficiary has a priority right under the condition that, within 12 months from the aforementioned filing, files an application for the same invention in Greece, mentioning the date of the first filing, and the reciprocity clause applies. The priority right is valid retroactively from the date of first filing abroad.

Article 53 of Law No 3966/2011, incorporating Directive 2004/48/EC, provides for various enforcement measures available for patent holders, including, depending on each specific case, apart from indemnification depending on the provoked damage, withdrawal of infringing products from the market, as well as of materials used for their manufacturing, destruction of such products, disclosure of information concerning identity of manufacturer of the infringing products as well as concerning the distribution network of the infringing products.

Trade marks protection is regulated by new Law No 4679/2020, incorporating the Directive 2015/2436/EU. According to the respective legislative provisions, the national trade mark may consist in any elements, especially in words, including individuals’ names, or in designs, letters, numbers, colours, shape or packaging of the product, sounds, under the condition that such elements:

  • are capable to distinguish the products or services of an undertaking form the products/services of other undertakings; and
  • may be represented in the registry in a way that allows the competent authorities and the public to designate in a comprehensive and accurate manner the subject of protection awarded to its beneficiary.

For the registration of a national trade mark, a declaration of filing of trade mark must be filed before the Trade Mark Directorate of the Ministry of Development and Investments. Such declaration must include:

  • request for the registration of a trade mark;
  • representation of the trade mark;
  • name, surname, residence/registered office, phone number and email address of the person who files the request;
  • list of products and services that will be distinguished by the trade mark separated into classes by group of products/services.

After an examination procedure, in case that the trade mark is approved, it is registered in the Trade Marks Registry. The date of filing of the declaration is the date of its submission before the Trade Marks Directorate.

The trade mark protection lasts for ten years from the date of submission of the declaration (or from the date of submission of the additional declaration in case of deficiencies), renewable every ten years.

Trade mark registration, without prejudice to the rights of beneficiaries acquired before the date of submission of the application, offers to the beneficiary the absolute right to use the trade mark, put it on the products he or she wishes to distinguish, on packages, invoices, advertisements, etc.

According to Article 38 of Law No 4679/2020, in case of trade mark infringement, apart from compensation depending on the nature of the damage, the beneficiary may especially demand:

  • removal from the market and/or confiscation of the infringing products or of the materials used for their manufacturing;
  • removal of the specific infringing part of the products;
  • destruction of the infringing products.

Protection of industrial design in Greece is regulated by Law No 2417/1996 and Presidential Decree No 259/1997. According to the respective legislative provisions, an industrial design is protected under the conditions that it is new and has a distinctive character, meaning that it provokes for the informed user a different impression from any other industrial design filed before.

International application for protection may be filed either directly to the International Office in Geneva, or through the Organisation of Industrial Property.

Protection of industrial design lasts for five years from the date of submission, with possibility of renewal. Upon registration, the beneficiary acquires the absolute right to use the design and to prohibit its use by any third party without his or her consent. Use of design covers, indicatively, manufacturing, selling in the market, import, export or use of the product in which such design was incorporated.

In case of infringement of the registered industrial design, apart from indemnification, the beneficiary may demand, indicatively, and depending on the nature and the severity of the provoked damage, removal from the market of the infringing products, or of the materials used for their manufacturing, or their destruction.

Copyright protection in Greece is mainly regulated by Law No 2121/1993. According to respective legislative provisions, copyright protection covers any original work, expressed in any form, such as written or oral texts, musical compositions, theatre plays, choreographies, audio-visual works, paintings, sculptures, photographs, etc.

Protection includes both economic right and moral right of the author and lasts, in principle, for the term of the creator’s life as well as for an additional 70 years’ period from the creator’s death.

Economic right includes right of reproduction, translation, modification, distribution, public representation, transmission, making available to the public and import of the work.

Moral right includes author’s power of:

  • deciding about the time, place and way in which the work will become available to the public (publication);
  • recognition of his or her authorship;
  • prohibiting any alteration, or modification of the work;
  • accessing the work even if another person is the owner of the material form of the work;
  • termination of contracts of licence of exploitation of the work, for the purpose of protection of author’s personality in case of change in his or her beliefs.

Furthermore, apart from authors’ rights the law provides for neighbouring rights with a shorter protection period, such as rights of producers of audio-visual works, editors, performers, etc.

There are no legal requirements of submission for the acquisition of copyright protection, but such right is automatically acquired upon creation without formalities.

In case of copyright infringement, apart from compensation of the author and/or beneficiary, the court may order destruction of the infringing products, or their removal from the market and/or provision of information from the part of the infringing party of information concerning the manufacturer of the infringing work and/or the respective distribution network. Administrative and criminal sanctions may also be imposed to the infringer.

According to Article 45A of Law 2121/1993, the creator of a database has the right to prohibit the extraction and/or reuse of the total or qualitatively or quantitatively substantial part of the content of database, in case that acquisition, control or presentation of the content of database necessitated significant qualitative or quantitative investment. Such protection lasts for 15 years from 1 January of the year following the date of completion of its creation or the date of its first presentation to the public.

Software/computer programs may be protected under the requirements set out in the legislation for the protection of copyright. It must, however, be noted that, in view of the fact that only the original form and not the idea is protectable, only the form under which a computer program is expressed may be protected, and not the ideas or principles on which such program is based.

Trade secret is protected under Law No 4605/2019, incorporating Directive No 2016/943/EU. According to respective provisions, a trade secret is protected in the event that it cumulatively meets the following criteria:

  • it is confidential – ie, either its complete content or part of it is not publicly known to persons included in circles that regularly deal with such kind of information, nor accessible to such persons;
  • it has a trade value deriving from its secrecy;
  • the person controlling such information has taken reasonable measures, for the protection of its secrecy.

In case of infringement of a trade secret, the court may, indicatively, order:

  • cease of use or disclosure of the trade secret;
  • cease of production, sale or use of infringing products or of import or export or storage of infringing products for such purposes;
  • implementation of appropriate measures of restore of damage;
  • partial or total destruction of document, object, material, electronic file, etc, that includes or incorporates the trade secret and/or provision to the beneficiary of such material.

The main regulation applying concerning personal data protection is Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation, GDPR), which entered into force for all EU member states on 25 May 2018, as well as Greek Law No 4624/2019, which entered into force on 29 August 2019.

Greek Law No 4624/2019 introduced special provisions regarding minors’ ability to provide their consent for the processing of their personal data from the age of 15 years, as well as regarding processing of employees’ personal data.

Furthermore, Greek Law No 3471/2006, incorporating in Greek legislation the Directive 2002/58/EC applies concerning protection of personal data and of private life in telecommunications.

Finally, decisions and guidelines of Hellenic Data Protection Authority regarding several matters are useful concerning compliance with the aforementioned legal provisions. 

The GDPR applies to the processing of personal data in the context of the activities of an establishment of a controller or a processor in the European Union, regardless of whether the processing takes place in the EU or not, as well as to the processing of personal data of data subjects who are in the EU by a controller or processor not established in the EU, where the processing activities are related to: (i) the offering of goods or services, irrespective of whether a payment of the data subject is required, to such data subjects in the EU; or (i) the monitoring of their behaviour as far as their behaviour takes place within the EU. Furthermore, the GDPR applies to the processing of personal data by a controller not established in the EU, but in a place where member state law applies by virtue of public international law.

Law No 3471/2006 applies to processing of personal data and of confidentiality of communications in the context of provision of services of electronic communications to the public in Greece, including services supporting devices of collection of personal data and of identification.

The Hellenic Data Protection Authority is responsible for supervising and ensuring personal data protection. In such context, it has the following duties:

  • supervising and imposing implementation of the applicable legislation;
  • promoting awareness of the public regarding personal data protection and awareness of data controllers and data processors concerning their obligations according to the applicable legislation;
  • advising the government and the administrative bodies regarding measures related to personal data protection;
  • providing information to data subjects, upon their request, regarding exercise of their rights;
  • handling submitted complaints regarding violation of the applicable legislation;
  • conducting investigations regarding compliance with the applicable legislation;
  • preparing and maintaining a list regarding requirement of data processing impact assessment;
  • approving codes of conduct and attestation criteria and issuing accreditation criteria;
  • co-operating with other supervisory authorities for the implementation of the applicable legislation;
  • contributing in the activities of the European Council of Personal Data Protection;
  • responsibility to receive notifications from data controllers regarding personal data breach and evaluating their content.
  • imposing fines or other sanctions in case of violation of the legislative provisions and, in general, exercising all investigative, corrective, authorisation and advisory powers as specified in Article 58 of the GDPR.
Lambadarios Law Firm

3 Stadiou st.
5th floor
105 62 Athens
Greece

+30 210 323 1135

+30 210 322 6368

info@lambalaw.gr www.lambadarioslaw.gr
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Law and Practice

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Lambadarios Law Firm is a leading Athens-based legal practice with a reputation for tackling complex and challenging work. Founded in 1863 and now under the stewardship of managing partner Constantinos Lambadarios, LLF evolved from a family firm into a thoroughly modern, international practice with a dynamic, problem-solving mindset, while retaining the traditional qualities of respect, integrity and personalised service. With a number of top-ranked partners and a highly skilled team of lawyers, LLF is recognised as one of the leading Greek firms in all of its key practices – M&A, banking and finance, project finance, ligation and dispute resolution, Real Estate, Energy, Capital Markets, and TMT and Intellectual Property in Greece. Within these fields, we have advised on many of the most significant transactions and commercial developments in Greece’s recent past, from privatizations of state-owned utilities and major energy and infrastructure projects to cases involving emerging internet law and anti-trust actions.

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