Cross-border transformations encompassing mergers, divisions, and conversions of capital companies within the European Union are no longer merely a legal possibility; they represent a top-tier strategic maneuver. The transposition of EU Directive 2019/2121 into Greek law through L.5055/2023, as reinforced by ultimate specific circulars, has established a clear, secure, and predictable framework, positioning Greece as one of the most attractive jurisdictions for receiving corporate entities.
Preservation of Legal Personality and the Fiscal “Safe Haven”
The most significant advantage is that a company can transfer its registered office and establishment while maintaining its legal personality. This eliminates the requirement to dissolve and liquidate the entity in the country of origin, thereby avoiding the costs and bureaucratic hurdles associated with a new incorporation.
By maintaining its legal identity, a company can relocate to Greece a “neutral zone” characterized by low operating costs and minimal tax impact. Recent business decisions of this nature have been bolstered by the Greek legal framework, which has introduced a series of guidelines and clarifying provisions regarding the economic benefits of such a transition, actively supporting this entrepreneurial path. This is viewed as another strategic effort by the Greek government to attract investment capital and foster healthy competition within the EU corporate landscape.
Key Tax and Economic Benefits
The advantages derived from a cross-border corporate transformation in Greece are primarily found on a fiscal basis:
- Capital Gains Tax Exemption: There is zero tax liability on income arising from capital gains at the time of the transfer or contribution of shares.
- Tax Neutrality on Shareholdings: Shareholders’ corporate participations remain untaxed, provided the corporate structure remains unchanged for an initial two-year period, ensuring investment stability.
- Real Estate Transfer Tax (RETT) Exemption: In cases of “Contribution in Kind” (transfer of real estate assets), the transaction is exempt from transfer tax. Furthermore, the process for formalizing ownership titles with Greek authorities and the Land Registry has been significantly digitized and streamlined in recent years.
- Carryover of Tax Losses: Under specific conditions, the ability to transfer tax losses from the absorbed or converted entity to the new Greek structure offers substantial future tax relief.
Greece as a Hub for High-Value Investment Vehicles
Major international corporations with high-value asset portfolios have already sought to establish their presence within Greek territory by opting for cross-border transformation. This choice offers a rapid process, free from complex bureaucracies and excessive expenditures, ensuring seamless commercial continuity while maintaining operational continuity and minimizing disruption.
Eurofast is a Regional Business Advisory Organization employing local advisers in 24 cities in the emerging markets of South-East Europe, the Middle East and the Baltics. The Organization is uniquely positioned as a one-stop-shop for investors and companies looking for professional services in South-East Europe & the Middle East.
The main providing services are:
- Tax & Legal
- Payroll & Employment
- Accounting & Compliance
- Advisory & Corporate
Our team of advisors is capable of efficiently addressing all client needs in one single meeting, using one single language for all the countries in the region.
You can find more details about Eurofast at the link below of our corporate profile on our website.
https://eurofast.eu/wp-content/uploads/2025/10/Eurofast-Company-Profile_final.pdf
For further queries, please contact us [email protected] or [email protected]