Company Transformations

Details

The possibility in all legal forms of companies to be merged, dissolved and transformed into another legal form is given by the new Law 4601/2019 on corporate transformations and the harmonization of the legal framework with the provisions of Directive 2014/55 / ​​EU, entitled “Corporate transformations and harmonization of the legal framework with the provisions of Directive 2014/55 / ​​EU of the European Parliament and of the Council of 16 April 2014 on the issuance of electronic invoices in the framework of public procurement”, published in the Government Gazette.

The new law, on the one hand, harmonizes our national legislation with the European one, but opens the way for Greek companies to change their form more easily, but also to merge. This makes it easier to set up larger companies with strong growth prospects, both nationally and internationally.

The corporate transformations affected by the new law are the following:

Merger

Until now, the legislation had provided for the merger of companies of the same legal form, that is to say a merger between SA or LTD or IKE. It is now possible to merge all legal forms with each other. In other words, an SA can be merged with a limited liability company or a limited liability company with a private capital company (IKE).

The merger is the act by which is achieved the acquisition, by universal succession, by an existing or newly established company, of the assets of other companies that are dissolved without liquidation. The merger takes place either by absorption or by the formation of a new company.

Conversion

To date, the institutional framework for the conversion of a personal company (OE and EU) into a capital company has been unclear and non-functional. The new law has incorporated special provisions for the transformation of personal companies into other corporate forms.

Conversions are now incorporated into corporate law and are not simply based on tax laws.

Demerger

Company split was provided only for Societes Anonymes. The new law provides for the division for all types of companies and defines procedures depending on the peculiarities of each form. It is even foreseen the partial division of a company.

It is noted that the following corporate forms can be submitted or participate in a corporate transformation process:

• Societes Anonymes (SA)
• Limited Liability Companies (Limited Liability Companies)
• Private Capital Companies (IKE)
• Limited Liability Companies (EU)
• Limited Partnership
• Joint Ventures provided for in Article 3 of paragraph 3 of Article 40 /
• Civil Associations

European Cooperative Societies (ECCs) provided for in Regulation (EC) 1435/2003. The above companies may participate in a corporate transformation with any of the attributes specific to it, i.e. as absorbed, absorbing, merging, dividing, contributing, benefiting, (new) or changing legal form companies.