Commercial Company Law
Commercial Law is a specific sector of Private Law and regulates commerce.
It is further divided into National and International Commercial Law while these two sectors are interrelated. It is inclusive of the legislative framework regarding commercial actions and merchants. In the meanwhile, it consists of a framework of rules and principles which regulates all the legal aspects of commercial affairs and trades.
Commercial Law aims at the development of commerce and protection of merchants and their contracting parties. In a nutshell, commerce is the consortium of procedures that participate in the plunging speculative mediation regarding the circulation of the so-called financial goods and aims at financial profit. Furthermore, merchant is the person that extends himself in trading activities and operates in trade, always according to the provisions of the Greek Commercial Code.
Commercial Law deals also with issues of industrial property rights, competition, commercial companies, bankruptcy, negotiable instruments, stock-market, banks, commercial contracts etc.
The hiring of lawyers in commercial transactions is also very common and useful not only for the protection of the contracting parties but also for the general protection of transactions.
The “precautionary” involvement of the lawyer in transactions is definitely more efficient than his involvement in disagreements and other problems.
The lawyer’s part in commercial relations is not only to “closely” protect his client’s best interest but also to reassure that the commercial transaction will be fair and not vague.
This way, the possibility of damaging results for each of the contracting parties and consequently, litigation, is limited.
Lawyers dealing with commercial issues are required to have the ability to put themselves into the merchant’s/entrepreneur’s position and to look beyond the narrow “legal” interest of their clients, for their commercial interest’
A. Greek companies incorporation
The basic categories of companies in Greece are the following:
• Individual Company
• Individual Limited Liability Company
• Limited Liability Company
• General Partnership
• Limited Partnership
• Société Anonyme
The incorporation of a Greek company requires punctual actions and responsibility, correct tax planning and of course patience, due to the increased bureaucracy in the country.
Our Law office can undertake the incorporation of a Greek company, offering complete guidance at every stage of the procedure and for any aforementioned company category.
More specifically, our advocates are able to advise their clients from the drafting of its Memorandum to its full operation, adjusting the legal fees to the needs of each individual client.
B. Cyprus International Business Company Formation
General information - Cyprus International Business Company (IBC)
A Cyprus International Business Company (IBC) is one of the most popular and effective methods of tax planning. The basis of this method is determined by the Cyprus legislation containing the right of taxation on preferential terms for the companies belonging to non-residents.
An IBC can either be resident in Cyprus (provided its management and control is in Cyprus) or it can be non-resident (if its management and control is outside Cyprus).
The key condition to the incorporation of an IBC by a non-resident is the presence of treaties for the avoidance of double taxation between the country of registration and the countries where the IBC or its subsidiaries will carry out activities.
There are more than 30 such treaties signed between Cyprus and other countries. The existence of these treaties, combined with the low tax paid by a Cyprus company offer the possibility for an effective international tax planning. The main objective of the double tax treaties is to avoid the double taxation of income earned in any of the two contracting countries. That is done through the tax sparing provisions whereby tax is credited against the tax that must be paid in the contracting state.
In respect to International law an IBC is an independent legal entity which conducts its business activities in accordance with the law of the country of its registration.
The principal corporate legislation under which companies are incorporated and administered in Cyprus is The Companies Laws, Cap 113 of 1951 which basically duplicates the Companies Act of 1948 of the United Kingdom.
The registration of the International Business Company
A certain procedure is followed for the registration of the company. The first step in the process is the choice of the company name. An application is filed with the Registrar of Companies in relation to the requested name.
The share capital can be expressed in any currency. There is no minimum paid up capital but for practical reasons the amount of EUR 1.000 is usually used.
The name must include the word “Limited” or its abbreviation “LTD” to signify limited liability status. The period for the approval of the name is 6-7 business days.
For urgent cases our law office can offer a list of company names already approved by the Registrar of Companies.
Once approval for the company name is obtained, the Memorandum and Articles of Association of the company are prepared and submitted for registration to the Registrar of Companies together with the information regarding the officers and shareholders of the company.
It will take approximately 15 working days in order to obtain a Company Registration Number and another 3 working days to obtain the Company’s Corporate Documents.
Director and shareholder
The minimum number of directors is one, who can be either an individual or a legal entity. The same requirement is provided for the shareholders. The nationality of directors and shareholders is immaterial. Usually members of our partners are appointed as nominee directors in order to execute the board meetings and resolutions in Cyprus. In this way the management and control of the company is exercised in Cyprus for tax purposes.
The existence of the company Secretary is a Law requirement, according to which the Secretary of the IBC must be appointed by the directors. Although the nationality of the secretary is immaterial it is recommended that the secretary of the company is Cyprus resident.
The prevailing method used is for an IBC to employ for its representation Cypriot nominees. Members of our firm can undertake this by registering their names in the Articles of Association and Memorandum. After the incorporation of the company the nominees transfer their subscription shares to the actual shareholders by issuing instruments of transfer or the nominees continue to hold the shares on trust on behalf of the beneficial owner.
A nominee acts on behalf of the beneficial owner. At the same time the appointed nominees are not actually entitled to manage the company without the approval of the beneficial owner. Holding the shares on trust on behalf of the beneficial owner guarantees a high level of confidentiality.
The following documents are provided by the nominee to protect the security of the beneficial owner:
• The trust deed;
• Undated instruments of transfer;
• Directors’ resolution approving the transfer of shares to the actual shareholder .
• The original share certificates issued in the names of the nominee shareholders;
• Undated letters of resignation of the nominee directors.
The Cyprus Company Law requires the presence of the registered office of the company in Cyprus. The firm maintaining the IBC offers the services of a virtual office with telephone, fax and all other relevant facilities to assist in the administration of the IBC.
All information provided by the beneficial owner is treated as strictly confidential.
The appointment of nominee directors, shareholders and secretary guarantees the protection from the disclosure of information about the beneficial owner to any governmental institution.
The name of the actual shareholder is required only in case of opening a bank account in Cyprus banks. However, the bank does not disclose the information about the beneficiary's permission to any other institutions. The signatory of the bank account can be the beneficial owner personally or the appointed nominee individual.
Virtual office consists of receiving mail on behalf of the company and then either forwarding it to the beneficial owner or keeping it for personal pick up. It is possible also to receive faxes and phone messages for the company, either on our own phone number or on a line installed specially for the use of the company.
A company may own one or more bank accounts in any currency with a Cyprus bank. The bank account may be opened on the same day provided that we submit the corporate documents, a bank reference letter and a certified true copy of the passports of the beneficial owner and of the signatory, the Board’s resolution, and the signed application opening forms. Cyprus banks can offer internet banking and fax trading. Debit or credit cards can be issued provided that a fixed amount is secured.
The rapid developments in the pan-European and global banking system, the reclassification of the international financial markets, the conduct of credit institutions, the creation of cross-sectoral groups for the provision of services on the financial markets, and the reform of the institutional framework with regard to the procedures followed by administrative / judicial authorities of EU Member States on the reorganization and winding up of credit institutions and the adoption of Community measures to prevent the use the financial system for money laundering activities, form a constantly evolving context for transactional relationships in practice and on terms of legislation.
Our training and experience in the field of Financial and Banking Law guarantees your full legal, judicial, extrajudicial and advisory support in bankruptcy, loan, bond and syndicated loans and bank credit agreements, debt settlement from bank products, as well as business cooperation issues with banking and financial institutions regulation policy and financial management companies, finance and Masts equal business financial plans.
Our office, capitalizing on its long-standing domestic experience and the expertise of its associates, is distinguished by the level of its legal services in the field of private equity investment and trading and investment / stock market issues.
Our law office, having acquired the knowledge of the banking system and the banking law of Greece, can advise its clients on the following fields regarding Banking Law:
1. Services offered to Banks:
Our office advise its clients (Banks) on various matters within the sphere of its areas of expertise, such as Tax and general commercial and labour Law matters.
2. Services offered to natural persons:
Our office can advise its clients (natural persons) on the following matters:
• Law No. 3869/2010 (Over Indebted Houselholds)
• Signing/renewal of contracts
• Litigation against procedures of Enforcement and many more similar ones. Our expertised advocates and legal consultants are able to guide you towards limiting or even averting the consequences of Enforcement.
Nautical Law is the set of rules that regulate the relationships that develop in maritime and maritime trade, and shipping. In particular, it defines the framework for the exercise of human activity at sea either as a field of energy and natural wealth or as a natural element suitable for the movement of goods and objects and for the carriage of persons by ships.
The particular value of maritime law lies in the prominent position of Greek shipping interests, which holds the world's leading position and is therefore intimately tied to our national interests and the necessity for the development and emergence of Greece worldwide. However, the Greek shipping industry is beside the industry's prominent business risks in a globally active aggressive market and by mistaken choice of tax and legal framework for relevant business decisions inside and outside the EU. and IMO (International Maritime Organization), which can be avoided, lifted or even mitigated by a valuable, balanced and long-term legal assistance, saving the valuable time and money involved, the foundations of any fertile business activity.
From the professional / scientific point of view of the legal practitioner, the specificity of the particular field of law lies in the frequent involvement of several legal classes, the interpretation of the relevant conventions in the light of soft law and the placing of most cases in international arbitration Resolving the legal issues that arise. Therefore, legal training is required as well as a comprehensive network of contacts at national, European and international level to find the solution best suited to the customer.
Our office has a lot of experience in handling of relevant cases and covers the many legal issues of the industry with a qualified legal basis, in specialized and special issues of Public and Private Maritime Law.
In particular, our associates, with valuable scientific training, provide high-quality legal services and deal with legal issues and assumptions such as:
- Issues and differences in shipping relations and applicable national law
- Drafting and editing of voyage / time charterparties, opinions on the rights and obligations of the parties to be used in the relevant Arbitrations.
- Compilation and care of international commercial contracts for products to be transported through the International Trade Law and incorporating these charter agreements, opinions on the rights and obligations of the parties to be used in the relevant Arbitrations.
- Establishment and legal support of naval companies based in Greece and abroad.
- Tackling tax issues in maritime affairs and maritime trade. Searching for the most favorable flag choice in terms of tax law, as well as labor relations and environmental conditions of operation and insurance of the ship
- Legal status of ship ownership, acquisition and expulsion of ship's navy, ship's exploitation and liability
Ship transfers and seizures under forced execution, special use and treatment of maritime liens.
- Establishment, operation and importance of extra-company companies in the handling of maritime claims.
- Legal issues relating to the exercise of the seafaring profession and the regulation of issues arising from maritime labor relations.
- Treatment and representation in cases of criminal offenses of seafarers, especially seafarers with foreign citizenship.
Industrial and Intellectual
Our law office handles various cases relating to matters of industrial and intellectual property law. We provide legal support to our customers not only regarding the registration and management of intellectual and industrial property rights, but also their protection against third parties' infringements.
Indicatively, our law office specializes in issues such as:
Performing any kind of procedures for the registration of patents, industrial models and trademarks (in national, European and international level), for their renewal and protection.
Searching for potential conflicts/objections with regard to the registration of new intellectual and industrial property rights.
Protection of trade name and distinctive title.
Transfer and licensing of intellectual and industrial property rights.
Litigation and dispute resolution concerning the registration of trade marks.
Exercise of legal remedies and appeals and legal representation of our clients before the competent authorities and courts.