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13/04/2012
New Law 4072/2012 provides for a new corporate form, ie the Private Company (IKE), Elli Assimakopoulou, Vassilogeorgis and Partners Law Firm .

New Law 4072/2012 provides, among others, for a new corporate form, ie the Private Company (IKE). IKE is a capital company, i.e. it is a company that has capital and the liability of its members for the company debts, except for those with the guarantee contribution, is limited. It is a commercial company and a legal entity. The minimum capital at IKE is one Euro, the members however can decide on a bigger capital either when forming the company of at a later stage, by increasing the capital. The minimum capital is a novelty at this new corporate form unlike the other known capital companies in Greece and follows other European states which have already regulated the formation of companies with similar minimum capital. The other basic novelty, intertwined with the minimal capital is introduced with this law and consists of the disengagement of the company participation and shares from the capital. The company shares are defined not with the capital as the sole denominator, but rather with a more extensive denominator consisting of the value of the total contributions. The distribution may be in capital (monetary) as well as non capital or guarantee, i.e. they can consist of assets not subject to evaluation, according to article 9 of codified law 2190/1920, more frequent in case of personal companies. The law provides a elaborate presentation of the different kinds of contribution.

IKE may be a single member company, in which case, to ensure security in transactions with the company, the name of the single member must derive from the company’s listing with GEMI (national commercial registry). Finally, another novelty of IKE is introduced , as the law provides that the articles of incorporation, and their amendments, in case they are private documents, as well as the company minutes, may be drafted in ay of the official languages of the European Union. Thus, the formation and operation of IKE does no longer follow the rule that the company documents are kept (only) in Greek, in order to facilitate the operation of the company in case of foreign members or foreign persons transacting with it. However, the documents drafted in a foreign language do not apply against third parties if they are different than the Greek version.

When deciding the IKE's name the law affords the interested parties significant leverage, since they can use the name of one or more members or the type of business the company will engage in or they can select an imaginary name. However, the company's name must include its form as an IKE, either as an abreviation or in full, as well as if its a single member company. Finally, the company's name may be translated in a foreign language, in such a way as to ensure that iti is recognized abroad. An indicative way to translate this new company form in English is Private Company.

IKE has its company seat in the municipality provided in the articles of incorporation and may transfer its seat to any other member state of EOA.

IKE can have only a definate duration, In case no such duration is provided, then it has, by law a twelve years duration. Said duration can be extended if the majority of the members so decide. If the decision to extend the duration does not privide the duration of the extention, again ti is deemed to be for twelve years.

IKE can be formed with a private document, unless a notarial deed is required either by law or because assets contributed to the company require for their transfer a notarial deed (e.g. real estate property) or in case the parties so choose. The minimum provision of the articles of incorporation are provided in said law. [(a) the name and the address of the members (b) the company name (c) the company seat (d) the company purpose (e) the company type (f) kind and value of the members' contirbution and the company capital (g) the total number of the company shares (h) the number of initial shares of each member and the kind of contibution each share represents (i) τον τρόπο διαχείρισης και εκπροσώπησης της εταιρείας και (j) the duration of the company.

Note that said law provides a two month period within which GEMI (General Commercial Registy) will upgrade its system to accomodate this company form. During this two month period only preperatory action and/or transactions may be entered into.