In Greece, early-stage venture capital financing is typically structured as an equity investment, with investors subscribing for newly issued shares and usually entering into a shareholders’ agreement regulating governance, investor protections, dilution, information rights and exit arrangements. Venture capital companies (ΕΚΕΣ) operate in accordance with the provisions of Law 2367/1995 as amended by Article 2 of Law 4141/2013 for the sole purpose of participation in companies which are based: (a) in Greece or in another member state of the EU; or (b) in a third country, if the companies operate in production or elsewhere in the supply chain in Greece. Those firms are incorporated under and governed by Law 4548/2018, which is applicable to Greek sociétés anonymes (AE), and their articles of association must mention their exclusive purpose. Venture capital companies are distinguished from venture capital mutual funds (ΑΚΕΣ) operating in Greece under Law 2992/2002 as amended and in force, which is not a vehicle for making further investments but closer to a traditional investment fund pooling assets.

Convertible financing is also used, particularly at seed and early stages, as it allows funding to be provided before a definitive valuation is agreed and subsequently converted into equity. However, under the applicable framework, bond loans represent a financing mechanism only available and regulated for Greek sociétés anonymes. Law 4548/2018 in conjunction with the preceding Law 3156/2003 provides a specific framework for bond loans, including convertible bond loans, and allows considerable flexibility in determining their terms.

Mezzanine financing is less typical at the early stages and is generally more relevant to later-stage or growth financing, where companies have established revenues and cash flows. Accordingly, while conventional equity remains the predominant form of early-stage venture capital financing in Greece, convertible loans provide a flexible alternative where valuation uncertainty, speed of funding or investor protection are important considerations. The choice of structure, though, remains highly transaction-specific.

Over recent years, growth investments have attracted great interest in Greece. Although this investment model generally targets mature, well-established companies with a strong market presence and potential for further growth, in the Greek market this model has also been applied to small and medium-sized enterprises (SMEs). Through obtaining a majority equity stake in SMEs or other businesses, investors find the opportunity to contribute to the expansion, strategic development and scaling of those businesses, while working with management to increase their value. A growth investment is generally aimed at achieving a return through a future exit, such as a sale of the investor’s stake, and for that reason, growth investments are mostly interpreted to mean minority equity stakes and preferred equity rights, while private equity buyouts may use leverage through the acquisition of a majority stake and/or control. An investor using this scheme may opt for preferred shares, which will secure priority ranking over earlier investors.

Private equity financing, on the other hand, involves larger investment amounts usually combined with debt financing, which in Greece in most cases takes the form of financing from financial institutions or bond-loan schemes. Due to the nature of such investments targeting majority stakes or control, they require thorough due diligence as well as stronger provisions for exit in the respective constitutional documents or shareholders’ agreements.

The main difference between the above financing alternatives and early-stage venture financing is that the latter is predominantly equity-based because start-ups have limited or no track record or tangible assets to be used as security or collateral, which is required to secure financing, as well as having uncertain business development and cash flow, thus often entailing high business risk.

An equity listing on Euronext Athens (before April 2026, the Athens Stock Exchange), which may concern shares, bonds or exchange-traded mutual funds, briefly starts from the appointment of advisers, the preparation of financial statements and/or the restructuring of the company to be listed (if required – not all types of Greek entities can be listed) and the compilation of the file and the prospectus or information/documents to be submitted together with the application. The application is submitted to Euronext Athens and, for the Regulated Market, to the Hellenic Capital Market Commission. The principal listing options are the Regulated Market, which is the main fully regulated market for established companies seeking access to domestic and international investors, and EN.A. Growth, which is designed for dynamic and innovative SMEs and provides simplified listing and ongoing requirements. The choice of market depends largely on the company’s size, maturity, financing needs and ability to satisfy the relevant regulatory and governance requirements. According to Euronext, a listing process can typically be completed within eight weeks from submission of the application.

The Greek public market remains a vital capital-raising venue for major equity listings spanning banking, energy, real estate and infrastructure, providing domestic entities with access to international investor bases, optimised capital structures, enhanced liquidity and corporate prestige. Greek listed companies are generally established businesses, particularly in sectors such as banking, energy, infrastructure, construction and technology.

Over the last year, public markets in Greece have become increasingly important following the integration of the Athens Stock Exchange into Euronext. In November 2025, Euronext acquired a majority stake in ATHEX, and in April 2026, the exchange was rebranded as Euronext Athens. This integration is expected to increase the international visibility of Greek issuers and provide companies with broader access to European investors and financing opportunities through Euronext’s network.

The principal mechanisms of equity restructuring in Greece include traditional capital increases or, as an alternative, capital reductions followed by increases and debt-to-equity swaps. A debt-to-equity swap can be implemented through a capital increase by capitalising liabilities, thereby reducing debt and strengthening the company’s equity position. According to the Bank of Greece’s 2025 Financial Stability Review, however, debt-to-equity swaps represented only a small proportion of long-term loan modifications. Capital increases may, in turn, dilute existing shareholders’ equity over financing rounds in which they do not participate, while down rounds can create further dilution as well as conflicts and frustration among existing and new investors.

Greek law also permits capital reductions to eliminate accumulated losses before a new capital injection. In practice, debt write-downs, maturity extensions and other loan modifications may be more common than debt-to-equity swaps. The principal challenges are valuation, obtaining shareholder and creditor approval, protecting minority shareholders and balancing the interests of creditors, existing shareholders and new investors.

In Greece, corporate governance arrangements for a company with multiple shareholders are primarily determined by applicable law and the company’s constitutional documents and are commonly supplemented by shareholders’ agreements. The corporate governance framework of listed companies is stricter and provides greater protection to their shareholders than to those of privately held entities.

For Greek sociétés anonymes (AE) governed by Law 4548/2018, management is generally entrusted to the Board of Directors, while certain fundamental matters – such as amendments to the company’s articles of association, changes to share capital and the approval of dividend distributions – are reserved by law for the General Meeting of Shareholders. The applicable quorum and voting requirements depend on the nature of the resolution, with Law 4548/2018 establishing minimum statutory thresholds that may, in principle, be increased (but not decreased) by the articles of association.

Shareholders’ agreements are frequently used to supplement these statutory and constitutional arrangements and may provide for enhanced voting thresholds, reserved matters and other governance protections. Such arrangements are generally enforceable contractually between the parties to the agreement, but do not automatically bind the company or third parties unless the relevant provisions are also incorporated into the articles of association or otherwise have corporate effect under applicable law.

Law 4548/2018 also strengthened minority shareholder protection compared with the previous regime. Certain information and inspection rights are available to shareholders irrespective of the size of their shareholding, while other minority rights – such as requesting a special audit or seeking the convening of an Extraordinary General Meeting – are subject to statutory minimum shareholding thresholds.

In practice, shareholders’ agreements are particularly common in companies with multiple equity holders and are often used to address situations where one shareholder holds a controlling interest or there are multiple shareholders with significant shareholding percentages and specific governance rules need to be set to avoid deadlocks. Typical provisions include enhanced information rights, reserved matters, supermajority requirements, rights for specific shareholders to nominate Board members, call and put options, and tag-along and drag-along rights. These mechanisms allow shareholders to establish additional contractual checks and balances beyond those provided by the statutory corporate governance framework.

Under Greek market practice, it is not uncommon for shareholders to provide financing to a company through a combination of equity and shareholder debt. Such a structure may serve a number of commercial and legal purposes. In particular, it may enable the investor to mitigate the risk associated with a purely equity investment by securing the repayment of at least part of the amount invested, together with a pre-agreed return in the form of interest. This may be particularly relevant where the investor wishes to achieve a degree of predictability as to the return on its investment, given that distributions by way of dividends are generally dependent upon the existence of distributable profits, while any return of capital through a share capital reduction is subject to applicable statutory and corporate law requirements and restrictions.

Shareholder debt financing may also address potential dilution concerns. Where existing shareholders do not wish, or are not in a position, to participate in an equity financing round, the provision of financing in the form of shareholder loans may allow the financing shareholder to provide the required funding without immediately increasing its equity participation at the expense of the other shareholders. At the same time, debt financing may be structured together with appropriate conversion or other equity-linked mechanisms, thereby providing the lending shareholder with additional downside protection while preserving the possibility of converting the relevant debt into equity upon the occurrence of agreed circumstances.

From a structuring perspective, however, the use of a combination of equity and debt financing requires careful consideration of the applicable tax and regulatory framework. In particular, the parties should assess the tax implications associated with each financing instrument, including the applicability of digital transaction duty to certain loan arrangements (other than bond loans), as opposed to capital concentration tax in the case of equity contributions, as well as the relevant withholding tax treatment applicable to interest payments and dividend distributions. The overall tax treatment may therefore have a material impact on the preferred allocation of the financing between equity and debt.

In addition, transfer pricing considerations should be taken into account where the financing is provided between related parties. Depending on the amount and terms of the relevant transactions and the existence of other transactions between related parties, the applicable Greek transfer pricing rules may require the terms of shareholder financing, including the applicable interest rate, to be supported on an arm’s-length basis and appropriately documented.

Accordingly, while a combined equity and debt financing structure can provide investors with greater flexibility and enhanced protection, its implementation should be assessed holistically, taking into account corporate law restrictions, tax considerations, transfer pricing applicability and requirements.

Further, from a legal perspective, this practice presents severe challenges primarily governed by the Greek Bankruptcy Code (Law 4738/2020). The most critical risk is the statutory subordination of shareholder debt in an insolvency scenario. Under Greek insolvency law, credit facilities and loans granted to a company by its significant shareholders are not treated with the same priority as those of independent third-party creditors (including financial institutions). Consequently, in the event of liquidation or bankruptcy, these shareholder claims face automatic subordination, ranking behind all unsecured, senior and preferential creditors, which dramatically diminishes the investor’s prospects of capital recovery. Further, depending on the structure, if the loan is not granted directly by the investor but through an entity which may be considered an associated entity pursuant to the provisions of the Greek Income Tax Code (Law 4172/2013), transfer pricing considerations may also arise.

In Greece, equity finance may take several forms depending on each company’s size and growth stage. The most common routes are standard share capital increases and private placements, where investors acquire either a controlling majority or a strategic minority stake. For technology start-ups and early-stage businesses, the market heavily relies on convertible bonds and equity-linked instruments.

The Greek market has matured significantly over the past decade. Today, it boasts a well-developed ecosystem that covers the entire corporate life cycle:

• Venture capital and growth equity: Highly active, largely fuelled by institutional initiatives (such as the Hellenic Development Bank of Investments) and private funds, focusing heavily on tech and innovation.
• Private equity: Robust and dynamic, driving medium-to-large corporate buyouts, restructuring and consolidation across sectors such as energy, tourism and food.
• IPOs and public markets: While historically smaller than major European hubs, Euronext Athens has seen a strong resurgence. It is now actively used both as a premier capital-raising tool and as a viable exit route for private equity funds.

Convertible loans and other hybrid instruments are increasingly used in private equity and growth transactions. While these structures are legally sound, regulated and highly customisable under Greek corporate law, and have been continually growing in prominence over recent decades, they remain less common than traditional equity due to a traditional preference for classic bank debt or straight equity.

Overall, the Greek equity finance market is versatile, with private markets leading the way and public or hybrid options offering sophisticated alternatives for expanding businesses.

In Greece, equity financing is commonly provided by founders and existing shareholders, private equity and venture capital funds, strategic and corporate investors, family offices, high net worth individuals, institutional investors and foreign investment vehicles.

As far as quantitative restrictions are concerned, and while there is no horizontal provision on the maximum number of shareholders/partners in Greek companies, depending on their type, there are statutory provisions for the minimum number of founders/shareholders/persons. For instance, while sociétés anonymes (AE), private companies (IKE) and limited liability companies (EΠΕ) can be incorporated by a single natural person or legal entity, other types of Greek entities, such as partnerships – either in the form of general partnerships (OE) or in the form of limited partnerships (EE) – require at least two partners. The same is true for Greek civil companies (αστικές εταιρείες), which also require at least two partners, and maritime companies (operating under Law 959/1979), which require at least two shareholders.

Further, the Greek legal framework does not impose nationality-based restrictions on shareholders across the main types of Greek entities, and foreign investors may acquire minority or controlling interests, including up to 100% of the share capital, subject to specific applicable requirements (eg, the required issuance of a Greek Tax Identification Number (AΦM) for all natural or legal persons that intend to participate in the Greek entity as shareholders/partners or the issuance of a residence permit).

Specific ownership or regulatory requirements may, however, apply in regulated or strategically sensitive sectors, including financial services, energy, media, defence and critical infrastructure, or to specific types of entities.

Lastly, Law 5202/2025 recently introduced a foreign direct investment (FDI) screening regime for certain investments by non-EU investors, and by certain EU entities controlled by third-country investors, in designated sensitive sectors, with prescribed ownership or voting thresholds potentially triggering a screening procedure. Accordingly, while Greece does not generally restrict foreign or private equity participation in the main types of Greek companies, investors should assess any sector-specific ownership requirements and the applicability of the FDI screening regime on a transaction-by-transaction basis.

As a general rule with regard to raising capital in Greece, early-stage companies often rely more heavily on venture equity or convertible instruments because they usually lack sufficient collateral and sufficiently predictable cash flows to support material debt in the form of credit financing.

Larger, mature businesses can more readily use bank lending or bond financing, while growth and sponsor-backed companies frequently combine equity, debt and hybrid instruments. Further, for businesses which are under family or founder control, which are very common in Greece, debt is often preferable for the purpose of avoiding dilution, whereas on another note, sponsor-backed companies are more accustomed to negotiated governance grants/subsidies and mixed capital structures.

Overall, debt remains the most common source of corporate financing, while venture, growth and private equity are often sought by SMEs or in cases of insufficient collateral.

The Greek equity finance market is now well established, although comprehensive market-wide data for pure equity transactions are not centrally published. By way of indicative reference when it comes to numbers, the 2024–2025 annual report published by Found.ation, a Greek organisation focused on start-ups, venture financing and corporate innovation and supported by the Hellenic Development Bank of Investments, states that the number of growth-stage start-ups and scale-ups has tripled since 2018.

According to the same report, Greece’s venture capital landscape features a broad mix of active funds backed by diverse investors, from European institutions and the Hellenic Development Bank of Investments to corporates, banks and family offices, while new entrants continue to expand the pool of available capital, shaping a more vibrant and diversified funding environment for the Greek entities, including start-ups.

In numerical terms, in 2025, approximately EUR1.1 billion was raised through equity capital markets transactions on Euronext Athens, comprising approximately EUR225 million through four IPOs and EUR911 million through secondary offerings and other equity transactions. On more recent data, equity financing activity increased significantly in 2026. By early July 2026, Greek companies had raised more than EUR6.8 billion through share capital increases, driven principally by a number of exceptionally large transactions. While these figures reflect increased market capacity and growing participation by international investors, they are heavily concentrated in a limited number of large transactions. Particular examples of publicly known deals are PPC’s EUR4.25 billion capital increase and GEK Terna’s EUR659.3 million offering, as well as the public offering of Lamda Development with an issue size of EUR350 million.

Over the next months, we expect a continuous increase in the number of equity financing deals as a result of the resilient growth trajectory of the Greek economy, which will be key to attracting new investors while enhancing the capacity and confidence of domestic stakeholders.

Private and public equity have both strengthened in Greece, but they serve entirely different corporate segments. Private capital remains the broader channel for unlisted businesses, particularly technology companies, start-ups, family-owned mid-market businesses and sponsor-backed firms. Recent trends here show larger growth rounds, increased participation by international funds, and greater use of private credit and hybrid instruments alongside equity.

On the other hand, public equity has seen a major revival. The 2024 IPO of Athens International Airport acted as an important catalyst, while public listing has become increasingly popular among Greek businesses over the past year. This momentum has accelerated significantly in 2026, when the market was rebranded as Euronext Athens following its integration into the Euronext Group, opening new opportunities for funding from EU sources. A landmark development also occurred on 21 September 2026, when FTSE Russell’s reclassification of Greece from Advanced Emerging to Developed Market status became effective, drastically widening the pool of eligible international capital.

Law 5193/2025 marked a significant step in the reform of the Greek capital markets framework, seeking to deepen the domestic capital market, facilitate access to market-based financing and align Greek legislation with recent developments in EU financial services regulation. The law introduced a range of measures affecting public offerings and listings, with particular emphasis on improving access to capital markets for SMEs, while also strengthening the regulatory framework applicable to investment funds and bond markets. It further introduced tax incentives aimed at encouraging listings and investment and enhanced the supervisory powers of the Hellenic Capital Market Commission. In addition, the law incorporates national measures supporting the implementation of key EU frameworks, including MiCA and DORA. Overall, these reforms form part of a broader effort to strengthen the Greek capital markets framework, improve its efficiency and attractiveness, and facilitate greater participation by both domestic and international investors.

In Greece, larger private equity and growth transactions are commonly sourced through investment banks, corporate-finance and M&A advisers or intermediaries, private equity and venture capital funds, or traditionally by way of direct approach of investors through social channels and networks.

Larger transactions, including public offerings, private placements and significant private equity investments, are commonly run through competitive or bilateral processes which involve, among others, investment banks and advisers covering corporate finance, tax and legal aspects. Greece nevertheless still remains a smaller, more concentrated, relationship-driven market compared with other European financial centres where network still plays a pivotal role in accessing interesting opportunities.

The most common exit route in Greece is the sale or transfer/disposal of shares to another person or entity. IPOs remain less frequent but have become much more viable following the recent revival of Euronext Athens. Other options such as recapitalisations, founder or management buyouts, and company share buybacks can also provide liquidity. However, share buybacks by a Greek société anonyme (AE) are strictly limited by the conditions of Articles 49 and 50 of Law 4548/2018 and cannot be treated as an unrestricted exit mechanism. Shareholders’ agreements typically govern exit processes through tag-along, drag-along, pre-emption and put/call options.

Additionally, under Article 44 of the same law, option arrangements over non-listed shares can be officially recorded in the shareholders’ register, making certain transfer restrictions enforceable against third parties.

Finally, successful exit planning must navigate complex regulatory layers, including capital gains tax, merger control clearings and FDI screening approvals. For transactions involving listed entities, compliance with strict takeover bid codes, market abuse regulations and continuous disclosure requirements is mandatory.

In Greece, debt remains more widely used by well-established, mature companies, whereas equity is particularly important for start-ups, scale-ups and sponsor-led transactions. Recent years have produced a more diversified funding mix, combining an improved bank market with expanding private credit and venture debt, active venture/private equity and a stronger public-equity market.

A company will generally favour debt where cash flows can service interest and principal and where avoiding dilution or loss of control is important; equity is more suitable where leverage capacity is limited or long-duration growth capital is required. Leverage, collateral, cost, maturity, covenants, tax treatment and use of proceeds are also relevant.

A debt investor focuses on repayment capacity, yield, security and covenants, while an equity investor accepts greater downside risk for potential upside, governance influence and exit value. Hybrid structures can bridge these objectives by combining current yield, downside protection and equity participation.

The time required to raise equity in Greece depends largely on the transaction’s structure and complexity, and the required formalities varying among different types of entities. In the venture capital and early-stage start-up ecosystem, a financing round typically may take a couple of months or significantly more than that depending on the type of company, its size, etc. Growth equity and private equity transactions generally require three to six months due to more extensive financial, legal, tax and commercial due diligence, alongside complex contract negotiations. Larger or multi-investor private equity buyouts, especially those involving competitive auction processes, can take significantly longer. Public equity transactions, particularly IPOs, have the longest horizon, often demanding six to 12 months or more because of extensive prospectus preparation, potentially required corporate restructuring, regulatory approvals and investor marketing campaigns.

The greatest practical challenges causing transaction delays include the difficulties in completing the demanding due diligence phase, disagreements over company valuations, and lengthy negotiations regarding corporate governance and minority protection rights. Additionally, many Greek targets require a pre-investment corporate or share capital reorganisation. For larger cross-border transactions, securing mandatory regulatory clearances, such as the newly introduced FDI screening approvals and merger control clearances, introduces further timeline friction. Ultimately, structured financial documentation and efficient handling of shareholder or regulatory issues are vital to significantly accelerating the closing process.

The Greek legal framework does not generally impose nationality-based restrictions on shareholders of the principal types of Greek entities. Foreign investors may therefore acquire minority or controlling interests, including up to 100% of a company’s share capital, subject to applicable formalities and any sector-specific requirements.

These include obtaining a Greek Tax Identification Number (AΦM) for natural or legal persons intending to participate as shareholders or partners in a Greek entity and, where applicable, obtaining the relevant residence permit.

Specific ownership, licensing or regulatory requirements may nevertheless apply in regulated or strategically sensitive sectors, including financial services, energy, media, defence and critical infrastructure, as well as to certain types of entities.

For instance, reference is made to the following indicative prohibitions stipulated by the applicable Greek or EU framework:

• Article 25 of Law 1892/1990, as amended, introduces a general restriction on changing the shareholding structure or transferring shares or membership interests of Greek entities having in their ownership real property situated in the Greek border areas to non-EU/EFTA nationals or entities of any type, unless such change or transfer falls under specific exemptions prescribed by the aforementioned law or prior authorisation has been secured from the competent authority of the Greek government.
• Pursuant to Article 4(f) of Regulation (EC) No 1008/2008, an EU air carrier must be more than 50% owned by EU member states and/or nationals of member states and effectively controlled by them, directly or indirectly, unless an applicable international agreement provides otherwise, which thus applies to all Greek entities engaging in the sector of aviation.
• Under the previously applicable laws for the incorporation of Greek Maritime Companies for Pleasure Yachts (MCPYs), non-EU/EFTA nationals or legal persons were not allowed to acquire or hold any right in rem over the shares of MCPYs representing 50% of the company’s issued share capital or more. The pertinent provision of Law 3182/2003 was amended in 2022, by virtue of Law 4926/2022, which removed the prohibition and the threshold, thereby allowing such acquisitions provided that there is no such prohibition in the articles of incorporation of the MCPY.

In addition to the above, investments falling within the scope of Greece’s FDI screening regime may be subject to prior notification or review by the competent authorities.

Lastly, as regards the participation of foreign nationals or legal entities in Greek companies, the applicable sanctions regulations and laws on a national and EU level, such as ones imposed on a regional basis or against specific countries (eg, the present sanctions against Russia, Iran, etc), may also impose additional restrictions or prohibitions.

Greece does not impose horizontal restrictions on the transfer of dividends or on the return of capital to foreign investors; distributions to the shareholders/partners in general are, however, subject to compliance with the applicable laws.

In the case of Greek sociétés anonymes (AE), distributions of dividends are subject to the limits on distributable profits and net assets and to the required corporate formalities, in accordance with Articles 159–162 of Law 4548/2018. More particularly, it is stipulated in such law that, without prejudice to the provisions governing reductions of share capital, no distribution shall be made to the shareholders of a Greek société anonyme if, as at the end of the preceding financial year, the company’s total equity (net assets) is or, following such distribution, would become lower than the amount of the share capital, increased by: (a) the reserves whose distribution is prohibited by law or by the articles of association; (b) other credit balances included in equity whose distribution is not permitted; and (c) the amounts of credit balances recognised in the statement of profit or loss which do not constitute realised profits. The amount of share capital referred to above shall be reduced by the amount of subscribed but unpaid share capital, where such amount is not recognised in the category of assets (ενεργητικό) in the balance sheet.

Further, the amount distributed to the shareholders of a Greek société anonyme shall not exceed the amount of the results of the preceding financial year, increased by profits carried forward from previous financial years and not yet appropriated, and by reserves which may be distributed and whose distribution has been approved by the General Meeting, and reduced by: (a) the amounts of credit balances appearing in the statement of profit or loss which do not constitute realised profits; (b) the amount of losses carried forward from previous financial years; and (c) the amounts which are required by law or the articles of association to be allocated to reserves.

The deductions made to the net assets before the intended distribution to the shareholders of a Greek société anonyme as well as the provisions and calculation mechanism of the minimum dividend are set out in detail in Articles 160 and 161 of Law 4548/2018.

On the other hand, the return of contributed capital requires a reduction of share capital, in compliance with the applicable publicity and creditor protection rules (Articles 29 and 30).

The corresponding provisions relating to dividend distribution and restrictions in Greek private companies (IKE) are set out in Law 4072/2012.

Once the corporate formalities and conditions for the distribution of dividends are met, the transfer of funds abroad (and also to domestic shareholders) is subject to any applicable tax obligations. In the case of foreign investors (shareholders or partners), the tax considerations become more complicated as they may entail assessment of multiple tax provisions and laws as well as implementation of any applicable double tax treaties. Timely corporate and tax planning and familiarity with the Greek legal framework and the specific provisions relating to dividend distribution, depending on the company type, may reduce delays and costs.

The principal legislation on the prevention and suppression of money laundering and terrorist financing in Greece is Law 4557/2018, as amended, which implements Directive (EU) 2015/849. The regime is structured on the collection of information and risk-based assessments and is supervised by the competent authorities, including the Bank of Greece for banks and certain financial institutions and the Hellenic Capital Market Commission for investment firms, fund managers and other capital-market entities.

In an equity financing, AML/KYC requirements will typically arise where the transaction involves a bank, investment firm, fund manager, regulated investment vehicle or other financial institution subject to the provisions and obligations set out in the respective law. Lawyers and notaries are also subject to such requirements pursuant to Article 5 of Law 4557/2018 when, among other things, they participate in financial transactions or assist with the purchase or sale of businesses, the management of money or securities, or the contributions necessary for the establishment, operation or management of companies.

The principal requirements include:

• identification and verification of the customer/investor and, where relevant, its legal representatives;
• identification and verification of the ultimate beneficial owner(s) (UBO) and understanding of the ownership and control structure;
• obtaining information concerning the purpose and intended nature of the business relationship;
• applying ongoing monitoring and, where appropriate, verifying the source and legitimacy of funds;
• applying enhanced due diligence in higher-risk circumstances, including where the investor or UBO is a politically exposed person or is connected with a high-risk jurisdiction; and
• maintaining appropriate records and reporting suspicious transactions to the Greek competent authorities.

In practice, AML/KYC processes represent a standard component of client and transaction onboarding and closing in Greece. Investors will normally be required to provide corporate documents, ownership charts, identification of directors/officials and beneficial owners, and information concerning the source of funds where required by the relevant institution’s risk assessment. For complex or cross-border structures, this can become a significant part of the transaction timetable.

The requirements can also affect the ability to receive and deploy investment funds/proceeds. Banks and regulated intermediaries may delay or decline to process a transaction where satisfactory KYC information cannot be obtained or where the source of funds, ownership structure or nature of the transaction cannot be adequately established.

Importantly, the regime is risk-based rather than a general prohibition on particular foreign investors. However, additional scrutiny may arise from the investor’s jurisdiction, ownership structure, PEP status, source of funds or other risk factors forming its profile.

In Greece, the choice of governing law in equity financing transactions depends principally on the parties, the nature of the transaction and whether the investment is domestic or cross-border. Generally, Greek law and English law are the most common choices of governing law for equity financing transactions. Greek law is typically selected for domestic transactions and where the financing is closely connected with the Greek company and its corporate structure. English law is particularly common in cross-border transactions, especially those involving international private equity and venture capital investors, given its familiarity and well-developed contractual framework.

The parties generally have broad freedom to choose the governing law under Regulation (EC) No 593/2008 (Rome I), subject to mandatory provisions of Greek law. In particular, matters concerning the corporate status, capacity, share capital and certain rights attaching to shares of a Greek company remain subject to mandatory Greek law notwithstanding a choice of English law.

Greek courts provide an independent and generally reliable forum for commercial and equity-related disputes, including disputes involving foreign investors. However, the potential length of court proceedings and bureaucracy may make litigation less attractive for sophisticated cross-border transactions.

International arbitration is a well-established alternative, particularly in larger cross-border investments. Greece’s principal legislation is Law 5016/2023 on International Commercial Arbitration, and Greece is a party to the 1958 New York Convention, facilitating enforcement of foreign arbitral awards. Accordingly, parties frequently agree to English law and incorporate a clause for the resolution of any disputes in arbitration before an international institution, such as the ICC, LCIA or LMAA. English courts are also commonly selected in cross-border transactions.

Mediation, governed principally by Law 4640/2019, is also an available dispute resolution mechanism and may be included as a preliminary step in a multi-tier dispute resolution clause, but it is less commonly the primary means for resolving equity-investment disputes. In the course of Greek court proceedings, mediation is now a mandatory phase before the dispute is advanced to the Greek courts, although in practice it is merely a typical step often without success in terminating the dispute.

Before investing in a Greek company, particular attention should be paid to recent changes concerning foreign investment screening, access to capital markets and sustainability obligations. Law 5202/2025 stipulates FDI screening of investments in sensitive sectors, subject to specified conditions, both in respect of investors from third countries and in respect of certain investors established in the EU that are subject to participation or control by third-country persons. Where screening is required, it must be factored into the timetable for completion of the transaction.

Further, the provisions of Law 5193/2025 modernising the Greek capital markets framework and introducing measures for the attraction of domestic and foreign investors should also be taken into consideration. Among other changes, it provides tax and regulatory incentives for investments in listed securities and corporate bonds, facilitates access to Greek capital markets, and strengthens the regulatory framework for investment and trading activities, including the implementation of the EU MiCA regime for crypto-assets. For foreign investors, the law is particularly relevant to the taxation and regulatory treatment of investments in Greek-listed securities and bonds, subject to the investor’s tax residence and any applicable double tax treaty.

For companies raising capital from the public, the EU Listing Act is also considered a critical development introducing new forms of prospectus.

Dividends and other profit distributions made by Greek sociétés anonymes (AE), private companies (IKE) and limited liability companies (ΕΠΕ) to legal entities or individuals are subject to withholding tax at a rate of 5%, which is withheld and paid by the distributing company (Articles 36 and 64 of Law 4172/2013). An exemption applies to qualifying intra-group distributions, provided that the conditions laid down in Article 63 of the same law are satisfied, including a minimum 10% participation held for a period of 24 months. In the case of non-resident beneficiaries, the applicable double tax treaty must also be considered. The tax treatment of other payments depends on their nature: the repayment of capital contributed does not constitute income, thus there is no tax merely on the return of capital; however, such return of capital in Greek entities is normally done through a capital reduction.

Further, interest is generally subject to withholding tax at a rate of 15%, subject to specific exemptions, while withholding tax on royalties is applied at a fixed rate of 20%. Once again, exemptions are provided when interest or royalties are paid to qualifying EU associated entities. For listed entities, there are also additional tax provisions and exemptions such as the conditional exemption from the payment of interest calculated on listed corporate bonds. It should also be mentioned in this regard that the sale of shares listed on a Greek regulated market or multilateral trading facility is, as a general rule, subject to a 0.1% sales tax, borne by the seller.

Any capital gains tax arising from the sale of a participation (in the form of shares or membership interests) is payable by the seller. In the case of individuals, taxable capital gains are subject to a flat tax at a rate of 15%. This rule applies to unlisted shares and, subject to the conditions of Article 42 of Law 4172/2013, to listed shares where the participation is at least 0.5% and the securities were acquired on or after 1 January 2009. Once again, in the case of foreign entities, any relevant tax treaty must also be considered.

The tax treatment depends on the form of the investment. Capital increases that are subject to taxation attract capital concentration tax at a rate of 0.2%, subject to the applicable exemptions, while no such tax is imposed upon the incorporation of a company (Law 5177/2025). By way of exception to the above rule, upon the incorporation of a Greek société anonyme (AE), a levy in favour of the Hellenic Competition Commission at a rate of 0.1% of the share capital is payable.

The transfer of shares or equity interests itself is exempt from VAT and is not subject to the digital transaction duty (Ψηφιακό Τέλος Συναλλαγής), which replaced the previously applicable stamp duty (Τέλος Χαρτοσήμου) on 1 December 2024.

Further, if the investment is made in Greek entities owning real property in Greece, additional tax obligations arise, including the Unified Real Estate Tax and the Special Property Tax (where various exemptions are applicable).

Greece provides a range of investment incentives and tax reliefs available to eligible domestic and foreign investors. Under Development Law 4887/2022 and the Strategic Investments framework of Law 4864/2021, qualifying investments may benefit from direct grants, tax exemptions, leasing and employment subsidies, tax-rate stabilisation and other regulatory or planning incentives. Additional funding opportunities may be available through EU-funded programmes, including the National Strategic Reference Framework 2021–2027 and the Recovery and Resilience Facility. The availability and extent of such incentives depend on the nature, size, sector and location of the investment, as well as compliance with the applicable eligibility and state-aid requirements.

Further, there are also various tax reliefs associated with the applicable taxes in the form of exemptions and reductions.

Greece currently maintains double tax treaties with 58 countries. For a cross-border investor, the applicable treaty determines the respective taxing rights of Greece and the investor’s state of residence in respect of income such as dividends and capital gains arising from the transfer of a participation. It also provides for the method by which any double taxation is to be eliminated. The treaty’s applicability and its specific terms must be examined on a country-by-country basis and by reference to the relevant category of income. Accordingly, the existence of a treaty does not automatically entail a tax exemption.

To claim a benefit in respect of Greek-sourced income under the applicable tax treaty, a foreign investor must provide evidence of its tax residence. Where tax has been withheld more than the amount due, a refund of the difference may be claimed. Separately from bilateral treaties, qualifying intra-group distributions may benefit from the regime established under the Parent-Subsidiary Directive and Articles 48 and 63 of Law 4172/2013, provided that the statutory requirements are satisfied.

Law 4738/2020 distinguishes pre-bankruptcy rehabilitation from bankruptcy. The commencement of rehabilitation does not automatically deprive shareholders of their rights, but such rights may be restricted. The law grants the opportunity of using the court-supervised restructuring procedure available to businesses facing financial difficulties, intended to prevent insolvency and facilitate the continuation of the business through an agreed restructuring of its liabilities and/or operations. Under Article 35 of the above law, the consent of the shareholder(s) of a legal entity for the execution of the rehabilitation agreement is required only by exception and in very specific cases, whereas the Board of Directors or the administrator is the deciding corporate body. Shareholders retain their shares unless and until they are otherwise affected by the restructuring or liquidation process.

In bankruptcy proceedings, the process is primarily controlled by the insolvency administrator and the creditors, and shareholders generally do not have voting rights regarding the conduct of the proceedings, nor do they decide how the bankruptcy estate is disposed of. Shareholders rank behind creditors and will receive any remaining value only after the claims of creditors and the costs of the insolvency proceedings have been satisfied in full. If they have an independent claim against the company, they participate as creditors.

In the bankruptcy of a Greek company, share ownership does not entitle a shareholder to rank among the creditors. The proceeds are used to cover the costs of the proceedings and claims against the bankruptcy estate, while creditors are satisfied in accordance with their statutory ranking (Article 167 of Law 4738/2020). Shareholders may receive only any balance remaining after the company’s liabilities have been satisfied. In a Greek société anonyme (AE), preference shares may, in accordance with the articles of association, rank ahead of ordinary shares in the distribution of such a balance, but not ahead of creditors. If an investor also has an independent claim arising from a loan, the investor participates in respect of that claim as a creditor.

Bankruptcy does not release a shareholder from an obligation to pay capital that the shareholder has already subscribed to but still owes to the company. In cases where partial payment for shares is permitted, the bankruptcy trustee may seek to collect the unpaid contribution when it falls due, in accordance with the terms of the subscription (Articles 21 and 22 of Law 4548/2018 and Article 144 of Law 4738/2020). The declaration of bankruptcy does not oblige an investor to provide new financing.

The duration of insolvency proceedings in Greece depends on the assets to be realised, the disputes among creditors and the court’s workload. The World Bank’s Subnational B-READY in Greece 2025 study estimates, for the cities it examined, a period of 32–54 months for liquidation in bankruptcy and 8–21 months for reorganisation. These are estimates based on responses from experts, rather than a uniform completion period for every case, as there are several factors affecting the estimated duration of such processes.

In practice, the conclusion of an insolvency process may take up to five years. Article 191 of Law 4738/2020 stipulates consequences after five years have elapsed from the declaration of bankruptcy, with the possibility of an extension in the prescribed circumstances depending on the factors resulting in the delay.

The completion of bankruptcy does not guarantee that shareholders will recover their investment. A distribution to shareholders is possible only if value remains after the company’s liabilities have been discharged, including its obligations against creditors according to their ranking. If the assets are insufficient to satisfy creditors, there will inevitably be no recovery on the shareholding. In the event of a successful reorganisation, the value that shareholders may retain depends on the terms of the agreement and the company’s subsequent performance.

Greek companies in financial difficulty may seek a restructuring, debt settlement through the out-of-court mechanism, or pre-bankruptcy rehabilitation under Law 4738/2020. A rehabilitation agreement may provide for the extension or reduction of debts, new financing, asset sales and debt-to-equity conversion. This may preserve the continuity of the business, although existing shareholders face the risk of a reduction of share capital, dilution of their shareholdings or loss of control.

In rehabilitation proceedings, the company’s consent is generally given by its management, while the prescribed creditor consent and court ratification are required. Subject to the conditions of Article 34, an agreement may also be concluded solely by creditors. Shareholders participate where a corporate resolution is required in specific cases, but have no general right to prevent rehabilitation.

Following the declaration of bankruptcy, the bankruptcy trustee may sell the business as a whole or in operational units, with creditors performing the role prescribed by law. The business may continue under a new operator without the former shareholding being preserved.

Recently, the out-of-court debt mechanism has also proven to be a very useful tool in reviving a company in distress. The mechanism operates through an electronic platform and may result in a multi-year repayment arrangement, including, where applicable, significant reductions of principal, interest or other amounts, subject to statutory conditions and creditor participation. Its purpose is to facilitate the restructuring of viable debtors and avoid insolvency proceedings where possible.

The bankruptcy of a Greek société anonyme (AE), private company (IKE) or limited liability company (ΕΠΕ) may result in the loss of the value of an investor’s shareholding, without making the investor personally liable for the company’s debts solely by virtue of being a shareholder. Any outstanding contribution obligations and any personal guarantees or security the investor has provided nevertheless remain in effect. The above answer is different in the case of partnerships.

The bankruptcy trustee may bring a claim against an investor where there is an independent legal basis for doing so. For example, the trustee may seek recovery of an unlawful distribution under the conditions set out in Article 163 of Law 4548/2018, or challenge a detrimental transaction, payment or security under Article 116 et seq of Law 4738/2020. Under Article 127 of the same law, liability may also arise if the investor, as a member of management or through specific influence over it, contributed, under the conditions prescribed by law, to a delay in filing for bankruptcy or to the cessation of payments. An abusive reliance on the company’s separate legal personality may give rise to liability only exceptionally. Accordingly, a claim against an investor requires specific facts, rather than mere participation in the company’s capital.