Apr 8, 2022

Law 4919/2022 on the establishment of companies through the One Stop Shop services and the maintenance of the G.E.M.I.

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Greek Law 4919/2022 (Government Gazette 71/Α/7-4-2022) on the establishment of companies through the One Stop Shop services and the maintenance of the General Commercial Register (G.E.M.I.), transposing the Directive (EU) 2019/1151 of the European Parliament and European Council of 20 June 2019 amending Directive (EU) 2017/1132, on the use of digital means and procedures in #corporatelaw (the “New Law”), was passed on April 7, 2022. The New Law aims to improve the business environment, expand the use of digital tools to achieve an easier, faster and more cost-effective commencement of business activity for businesses through the online establishment of a company or a branch and the online filing and accessibility to business information and corporate documents. It is worth noting that the New Law provides for different dates of applicability of its provisions.

Regarding #establishment of companies, the New Law extends the legal forms of entities that can be established through the One Stop Shop services, either through the competent One Stop Shop service of the GEMI or through the online GEMI platform. Online establishment can be completed by using the model articles of association provided by law, also having the option to include additional content therein. An interesting new feature that may be useful in practice, especially for companies with foreign shareholders, is that entities will be able to apply for the opening of a bank account to any bank institution through the One Stop Shop Service. A relevant ministerial decision is expected to be issued soon.
Following establishment, all new legal entities shall automatically obtain a “European Digital Identity” (EUID) that will be used for communication purposes between the national registries through a specific platform for the interconnection of national business registries.

In addition, the New Law provides, inter alia, for certain new registers that will be kept with GEMI, such as the Register of Non-Commercial Economic Activity, the General Registry of Members of Scientific Institutions and the Register of Corporate Names and Distinctive Titles, as well as for the mandatory registration of certain persons with the GEMI, such as the sole proprietorships.

Lastly, the New Law has introduced certain sanctions and penalties that will be imposed on companies for non-compliance with their relevant requirements as provided by law, e.g. in respect of corporate filings, such as their placement in a registration suspension regime, as well as the imposition of fines ranging between EUR 500-100,000, depending on the severity of the non-compliance and the legal form of entities. A relevant ministerial decision is expected to be issued soon.

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