As an institution in Greece it was established in 1955 and in Western Europe since the end of the last century it has responded to the social and economic need of people engaged in business. This need was to run their own company but to be responsible only to the extent of their shareholding. Previously, businessmen had used the form of a limited company to disguise a family business.
A limited liability company (LLC) is a corporate form
Certain persons participate nominally in a limited liability company. Each of them is liable only to the extent of his share in the company, which cannot be represented by shares and cannot be transferred unless all the partners agree. A limited liability company therefore combines the advantages of a general partnership and a public limited company, while having no difficulties in formation and dissolution and requiring no large amounts of capital compared with public limited companies.
The limited liability company is managed by a general meeting of the shareholders. In principle, the management of the company belongs to all the partners, but there is certainly the possibility of appointing managers or a manager who may or may not be a partner.
Sole proprietorship (one owner).
It is possible (according to Article 43A of Law 3190/1955) to create a limited liability company that has only one member (natural or legal person). However, the creation or conversion into a single-member LLC is considered invalid if the sole person involved is also the sole person in another, also single-member LLC, or the sole person is another single-member LLC.
A Private limited Company (PLC) is a corporate form. It is a relatively new and innovative form. Its introduction was announced on 11. It is a new and innovative company.
At 29. On 29 May 2013, an amendment to Law 4072/2012 by Law 4155/2013 was published in Official Gazette A 120. Now the capital of the I.C.E. can be zero (instead of 1 euro where it was in 2012-2013). In this way, an I.C.E. can remain without capital, for example after an unforeseen capital reduction, without this automatically having negative consequences for the company, for example when it still has extra-capital contributions.
A limited liability company is formed through the one-stop shop system and consists of one or more natural or legal persons. The establishment of a private limited company may be carried out by a private document (agreement) or by deed only if a special provision of law is required, for example the alienation of immovable property. Incorporation shall be effected through the competent department of the G.E.M.I. Incorporation costs are minimal as no fees or publication charges are paid to G.E.K. Incorporated and incorporated companies. E.K.E. is required to obtain a corporate website within one month.
Registered office: Sofia, ul: I.K.E. has its registered office in the municipality indicated in its statutes. Its actual registered office may be in another Member State, which means that the registered office does not always coincide with the I.K.E.’s actual registered office.
Duration: if not specified in the statutes, the term is 12 years from incorporation, otherwise it is for a fixed term as specified in the statutes.
Taxation of I.K.E.: For I.K.E., tax is calculated at a rate of 26% on total taxable income. Profits distributed by limited liability companies to partners are subject to a 10% withholding tax (dividend tax). The withholding tax is paid to the relevant tax office in one lump sum by filing a return in the following month.
A Public limited Company (PLC) is a company whose capital is divided into shares. Its legal framework is formed by the codified law 2190/1920 “On Joint Stock Companies”, which also formed the individual “Joint Stock Companies Act”. According to the Companies Act, a public limited company is always a trading company, even when it is not engaged in commercial activities. For its establishment, a minimum share capital of 25,000 euros must be raised in accordance with Article 15 of Law 4548/2019, Official Gazette A’ 104/2018. Prior to this law and pursuant to the Legislative Act of 12/12/2012, Official Gazette A’ 240, the threshold was €24,000, and before that the amount was set at €60,000 pursuant to Law 2190/1920.
A public limited liability company may be formed by one or more persons or become a single person by concentrating the shares in a single person” (Article 1(3)). Under Law 3694/2007, it is possible for a public limited company to be formed by a person who is the sole shareholder or holds the overwhelming majority of the share capital. The sole proprietorship limits the entrepreneurial risk.
A joint stock company must maintain certain publicity formalities that protect bona fide third parties and traders. These include the publication of annual results in a certain manner (i.e. balance sheet, profit and loss account and net income and expenses account in accordance with the Greek GAAP) in the Official Gazette and in a political newspaper. In joint stock companies, the corporate capital is divided into equal parts – shares, which are registered or bearer shares and are freely transferable, unless the articles of association of the company subject the non-transferability to certain restrictions (‘blocked shares’). Each shareholder is liable up to the amount of his contribution.
Establishment of a public limited company: the establishment of a public limited company requires the approval of the administration (the Ministry of Development or the competent prefecture), but only if the capital exceeds EUR 3 million, and the registration of the approval and the articles of association in the register of public limited companies.
Bodies of the JSC: The supreme body of the JSC is the General Assembly (GA), where all important decisions are taken. The General Meeting consists of the shareholders of the company. The general meeting consists of the shareholders. The ordinary General Meeting is held at least once a year. Each share represents one vote and everyone is entitled to vote or be elected. General Meetings vote on the composition of the next Board of Directors, determine its duties, decide on important matters such as setting the company’s long-term policy, present the results achieved by the company in the previous financial year and approve the company’s balance sheet. Finally, any change to the company’s articles of association must be decided by the general meeting.
The Board of Directors (BOD) consists of the members voted at the General Meeting and is tasked with controlling the company and setting its policy and strategy. The Board of Directors thus meets on many important issues and monitors the company’s progress in the market. The Board of Directors elects its Chairman, who is responsible for coordinating its work, and a “Chief Executive Officer”, who is responsible for the management and representation of the company. Often the chairman and the chief executive may be the same person, and more than one chief executive may be appointed.
Legal issues: other legal issues relate to the conditions for publicity of the general meeting, such as the publication in a newspaper of an invitation to shareholders to attend the general meeting twenty days before the meeting. Provisions for increased or ordinary quorum at the General Meeting, amendments to the Articles of Association, etc.
A public limited company is prohibited (with certain exceptions) from acquiring its own shares. However, it may purchase a small percentage of them to make available to its staff. A limited company is subject to an examination of its results and balance sheet – both for tax avoidance and for the correctness of the necessary books and – by auditors and accountants who examine the company on behalf of the shareholders and certify the correctness of the results (where they are correct).
Share subscription: the minimum share capital is EUR 24,000 and is fully paid up on incorporation. The par value of each share may not be set lower than thirty cents (0.30) of the euro and higher than one hundred (100) euros.
A limited liability Company may be listed on a stock exchange for trading in its shares. However, for listing on major stock exchanges, strict criteria need to be met and increased publicity formalities are required. Anyone can freely acquire shares and transfer them whenever they wish. In the case of a share that is listed on a stock exchange, the price of the share, in addition to a share of the company’s capital, contains information. This information (about the market and the company), together with the supply and demand for the shares, often leads to fluctuations in the price without actually reducing or increasing the company’s capital.