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Law 4919/2022: The enhanced digitalization of the General Electronic Commercial Registry’s functions and other provisions on the promotion of foreign companies’ establishment.

In April 2022 a new legislation on General Electronic Commercial Registry (G.E.MI.) was adopted. Law 4919/2022 adheres to the main principles of the existing commercial-law framework while aiming to enhance the use of digital tools and procedures in the field of corporate law to facilitate and accelerate the company incorporations and the establishment of branches and subsidiaries.

Law 4919/2022 optimizes the digital functions of one stop shops and the online registration of companies’ details. The online registration of foreign companies’ branches (either European or of third countries) is one of its main innovations. After the electronical submission of the documents required, the competent G.E.MI. authority will finalize the registration within ten days, according to the new provisions, which thereby shape a specific time frame for completing the establishment process.

It is already known that when a company is registered with G.E.MI. it receives a unique identification number (“G.E.MI. number”), which serves as the company’s identity in the eyes of the authorities and the public. Now a new attribute, the European Digital Identity (“EUID”), is added to the company’s identification details. The EUID is granted simultaneously with the company’s registration and consists of data that allow the identification of the Registry’s member state and the finding of the G.E.MI. number, so that identification errors can be avoided.

The Eurocentric orientation of the new law is evident not only in the issuing of EUID, but also in the provision that the General Electronic Commercial Registry will be interconnected with the national Registries of other member states, in order to send and receive company information. The General Electronic Commercial Registry will also be interconnected with TAXISNET (the Greek digital system where financial and insurance information of individuals and businesses is kept) to ensure unification of the existing data.

On another note, the articles 52 to 56 provide for the establishment of three new registries:

  1. The Non-Commercial Financial Activity Registry (“M.E.E.O.D.”), where associations, foundations, fundraising committees, and civil law partnerships are obligated to register. The registration with M.E.E.O.D. does not entail the acquisition of commercial status for these entities.
  2. The Registry of Trade Names, which is a unified system operating under the “first come, first served principle”. Through this Registry the companies are able to ensure the singularity of their trade name and the protection against confusion on the part of the public and against unfair competition.
  3. The General Registry of Members of Scientific Bodies (“GE.M.M.E.F.”), where freelancers of certain specialties (doctors, lawyers, engineers, etc.) can register. It is important to highlight that, although optional, registration with this Registry is a prerequisite for receiving union financial assistance, NSRF and so on.

Another new article, that is not to be overseen, is article 29 on the registration’s suspension. According to this provision, the G.E.MI. registration of an individual or legal entity will be automatically suspended, if they have not submitted the annual financial statements on time, if they do not appoint administrators or managers for more than six months, if they do not issue a liquidation commencement balance sheet within a year after the liquidation decision, if their VAT number is disabled or deactivated or if they have not certified the payment of the share capital within the prescribed time limit. The last case is crucial, given that a large number of companies have neglected this obligation and are likely to face an unpleasant surprise under the new legal framework. For additional information or assistance, please contact Ms. Maria Sarantopoulou, Chief Tax and Legal Advisor and Ms. Alexandra Theologou, Junior Legal Advisor, at our Eurofast office in Greece, at athens@eurofast.eu

Eurofast is a regional business advisory organization employing local advisors in over 22 cities in South East Europe & the Middle East (SEEME). The Organization is uniquely positioned as a one-stop-shop for investors and companies looking for professional services in Tax & Transfer Pricing – Payroll & Employment – Accounting & Audit –Advisory & Corporate. 
Maria Sarantopoulou

Maria Sarantopoulou
Chief Tax and Legal Advisor
Eurofast Athens
athens@eurofast.eu     

Alexandra Theologou

Alexandra Theologou
Junior Legal Advisor
Eurofast Athens
athens@eurofast.eu