A foreign business pursuing a merger with or into a Greek company quickly discovers a process that looks familiar on paper. In practice, Greek corporate legislation, EU merger rules, and local notarial requirements create a layered sequence that few international teams anticipate in full. Compressed timelines, incomplete due diligence, or an underestimated closing checklist can delay or derail a transaction that was commercially sound from the outset.
Cross-border mergers involving Greece are governed primarily by Greek corporate legislation implementing the EU Cross-Border Mergers Directive, with the Geniko Emporiko Mitroo (General Commercial Registry, or GEMI) serving as the central registration authority. The process requires board and shareholder approvals in each participating jurisdiction, a merger plan deposited at GEMI, and – where applicable – prior clearance from the Epitropi Antagonismou (Hellenic Competition Commission). The full process typically runs between four and nine months, depending on transaction complexity and whether competition notification is triggered.
This guide walks through each stage of the regulatory process: the preparatory and due diligence phase, the formal approval and notification steps. Closing conditions and documentary requirements, common errors made by foreign buyers. Additionally, a decision checklist for different business scenarios.
Preparing the transaction: due diligence and the merger plan
Every cross-border merger involving a Greek entity begins with structured due diligence. This is not a formality. Greek corporate legislation places significant importance on the accuracy of the merger plan – and any misrepresentation identified after filing can expose the transaction to challenge.
Due diligence in the Greek context covers at minimum four areas: corporate standing, tax liabilities, pending administrative or judicial proceedings, and employment obligations. Tax due diligence is particularly critical. Greek tax legislation allows the tax authorities to re-examine corporate accounts for a substantial look-back period. Unresolved tax assessments transfer to the surviving entity unless specific indemnity provisions are embedded in the symvasi agorapolisias (share purchase agreement, or SPA). The representations and warranties in an SPA are only as valuable as the underlying verification that supports them. Foreign buyers who rely on contractual protections without completing rigorous pre-signing due diligence regularly face post-closing disputes.
Once due diligence is substantially complete, the parties prepare the merger plan. Under Greek corporate legislation, the merger plan must state the exchange ratio, the allocation of shares in the surviving or newly formed entity. The rights granted to special categories of shareholders and creditors. Additionally, the effective date of the merger for accounting purposes. The plan must be signed by the management boards of all participating companies. Where a notarial deed is required – which is the case for Greek anonymi etairia (public limited companies, or SA entities) – the plan must be executed before a Greek notary public.
Practitioners in Greece note that the exchange ratio calculation is a common area of dispute between the parties. Independent expert review, while not always mandatory, materially reduces the risk of shareholder challenges after filing. Foreign clients accustomed to common law M&A practice – where exchange ratios are negotiated bilaterally with less formal scrutiny – sometimes underestimate this risk in civil law systems.
The merger plan is then deposited at GEMI. Greek law requires public disclosure at least one month before the shareholders' general meetings at which the merger is to be approved. This one-month minimum is a hard requirement, not a procedural suggestion. Missing it resets the entire approval timetable.
For transactions with a cross-border dimension entirely within the EU, the applicable procedural rules also engage the laws of the other member state. Where a German acquirer merges with a Greek target, for example, German corporate law requirements run in parallel with the Greek process. Each jurisdiction issues its own pre-merger certificate. The Greek pre-merger certificate is issued by GEMI after verifying that all Greek-law steps have been completed correctly.
Regulatory approvals: competition, sectoral, and shareholder steps
The approval phase has three distinct tracks: competition clearance, any applicable sectoral authorisation, and shareholder consent. Each track has its own timeline and authority.
Competition clearance
Competition clearance is required when the transaction meets the turnover thresholds set by Greek competition legislation or, for larger transactions, by EU merger regulation. Where the EU merger regulation applies, the European Commission has exclusive jurisdiction and the Hellenic Competition Commission does not conduct a parallel review. Where turnover thresholds are met under Greek law but not EU thresholds, the Hellenic Competition Commission handles the review.
The standard Phase I review before the Hellenic Competition Commission takes up to 35 working days from the date of a complete notification filing. If the Commission opens a Phase II investigation, the review period extends significantly – typically by several months. Most mid-market cross-border mergers involving Greek companies do not trigger mandatory notification at all. A preliminary assessment of combined turnover figures should be completed early in the process, before the merger plan is drafted, so that timeline planning is accurate.
A common error is to assume that because a transaction is cross-border and involves a foreign group of a certain size, competition notification in Greece is automatic. The thresholds are specific and numerical. Missing them means no notification obligation – and proceeding to file a precautionary notification adds cost and time with no regulatory benefit.
Sectoral authorisations
Certain sectors in Greece require prior ministerial or regulatory approval before a merger can be completed. Banking and financial services transactions require approval from the Bank of Greece. Energy sector mergers engage the Regulatory Authority for Energy. Media transactions involve separate sectoral rules on ownership concentration. Foreign investors in these sectors should build the sectoral approval window into their deal timeline from the outset. A failure to obtain the relevant sectoral clearance is a hard stop – the merger cannot be registered at GEMI without it.
Shareholder approval
The merger plan must be approved by an extraordinary general meeting of shareholders in each participating company. Under Greek corporate legislation, the required majority for SA entities is at least two-thirds of the share capital represented at a quorate meeting. Minority shareholder rights include the ability to request an independent valuation review and, in specified circumstances, to seek court intervention. Courts in Greece have consistently held that procedural irregularities at the general meeting level – including inadequate notice periods – are sufficient grounds to annul a merger resolution. This is a non-obvious risk for foreign sponsors managing timelines from abroad.
For M&A transactions in Greece involving listed companies, the shareholder approval process intersects with securities legislation and the obligations of the Hellenic Capital Market Commission. Disclosure requirements and mandatory offer rules may apply where the merger results in a change of control of a listed entity.
To receive an expert assessment of your cross-border merger structure in Greece, contact us at info@ferrazwhitmore.com.
Closing conditions, documentary checklist, and registration
Once competition clearance and shareholder approvals are in place, the transaction moves toward closing. Closing conditions in cross-border mergers involving Greece typically include the following:
- Receipt of the pre-merger certificate from GEMI confirming Greek-law compliance
- Receipt of the equivalent pre-merger certificate from the other participating jurisdiction
- Delivery of all required notarial deeds executed before a Greek notary public
- Satisfaction of any sectoral regulatory conditions attached to approvals
- Confirmation that no court injunction challenging the merger is in force
The notarial deed requirement deserves attention. For SA mergers, the merger agreement itself must be executed in notarial form. This is a formal validity requirement under Greek corporate legislation – not merely a best practice. Foreign counsel unfamiliar with Greek civil law procedure sometimes prepare closing sets structured around English-law execution mechanics. Those sets are not valid for Greek registration purposes. The notary must verify the identity and authority of all signatories, the corporate resolutions authorising execution, and the consistency of the executed deed with the filed merger plan.
Once both pre-merger certificates are obtained and all closing conditions are satisfied, the surviving entity – or the newly formed entity in an absorption merger – applies for final registration at GEMI. Greek corporate legislation requires the registration application to be accompanied by the full closing document set. GEMI's processing time for the final registration step is typically two to four weeks, though this can extend during periods of high filing volume.
The merger becomes legally effective upon registration at GEMI. All assets, liabilities, rights, and obligations of the absorbed entity transfer by operation of law to the surviving entity at that moment. Employment contracts transfer automatically under Greek employment legislation. Existing contractual arrangements with third parties continue in force unless a change-of-control clause in those contracts is triggered – a point that should be identified during due diligence and addressed in the closing conditions.
Cost ranges vary considerably. Government and notarial fees for the Greek leg of a cross-border merger typically run into several thousand euros for mid-market transactions, with fees scaling upward for larger or more structurally complex deals. Legal fees depend on scope: a straightforward inbound EU merger without competition notification will cost materially less than a transaction requiring Hellenic Competition Commission review and multiple sectoral authorisations.
Teams handling a comparable transaction in another EU civil law system may find useful reference points in our guide to cross-border mergers involving Portugal, which covers a structurally similar regulatory process under Portuguese corporate legislation.
Common errors by foreign clients and practical pitfalls
Foreign buyers and their advisers repeat a recognisable set of errors in Greek cross-border merger transactions. Understanding them in advance is directly commercially valuable.
Underestimating Greek tax exposure at the due diligence stage. Greek tax legislation gives the tax authorities an extended window to re-examine past filings. Buyers who treat Greek tax due diligence as a light-touch review – comparable to what they might conduct in jurisdictions with shorter look-back periods – regularly discover material liabilities after closing. The closing conditions and SPA representations and warranties must be calibrated to this risk. Tax indemnity provisions should cover identified risks specifically, not just rely on general warranty language.
Missing the one-month merger plan disclosure period. The requirement to disclose the merger plan at least one month before the shareholder meeting is mandatory and non-waivable. Foreign deal teams that sequence the disclosure step based on their expected shareholder meeting date – without building in buffer for GEMI processing time – frequently find themselves restarting the disclosure clock. This typically adds four to six weeks to the overall timeline.
Treating the SPA as the primary risk management instrument. In many common law M&A transactions, the SPA and its representations, warranties, and indemnities are the central risk allocation mechanism. In Greek civil law transactions, the merger plan itself carries legal weight, and any inconsistency between the SPA and the merger plan can create ambiguity in enforcement. The two documents must be aligned. A law firm in Greece with transactional experience in cross-border deals will verify this alignment as a matter of course – but foreign counsel drafting the SPA from their home jurisdiction sometimes overlook it.
Inadequate minority shareholder management. Greek corporate legislation provides minority shareholders with procedural rights that, if not managed carefully, can delay or judicialise the merger. Where a significant minority exists, early engagement – including explanation of the exchange ratio methodology and provision of independent valuation materials – reduces the risk of a formal challenge. Courts in Greece have shown willingness to grant interim relief suspending a merger registration where procedural requirements were not followed correctly.
Sector-specific rules treated as afterthoughts. Buyers in banking, energy, and media sometimes identify the sectoral authorisation requirement late in the process. Sectoral approvals are independent of GEMI registration and cannot be short-circuited. Building the sectoral track in parallel with the competition and corporate tracks is the only way to avoid the delay that results from sequential processing.
For background on the corporate law environment in which these transactions take place, our overview of corporate law in Greece provides useful context on the statutory regime governing Greek companies.
Decision checklist: which structure suits your scenario
Not every cross-border transaction involving a Greek company should proceed as a statutory merger. The decision between a statutory cross-border merger, a share acquisition, and an asset deal involves trade-offs across timeline, cost, liability profile, and tax treatment.
A statutory cross-border merger is applicable if:
- The acquiring group requires automatic transfer of all assets and liabilities by operation of law, without individual assignment
- The target's key contracts do not contain change-of-control clauses that would be triggered by a share acquisition
- The transaction involves only EU-incorporated entities and the group can absorb a four-to-nine-month regulatory process
- The tax analysis confirms that the merger qualifies for the applicable Greek and EU tax neutrality regime
Before initiating the statutory merger process, verify:
- Whether the combined turnover figures trigger Greek or EU competition notification
- Whether any sectoral licence held by the Greek entity requires prior regulatory approval for change of ownership or structural change
- Whether the other participating jurisdiction's corporate law is compatible with the EU Cross-Border Mergers process, or whether a different structure is required
- Whether any significant minority shareholders exist whose procedural rights require early management
A share acquisition (SPA structure) is preferable if: the timeline is constrained, the liability ring-fencing of a share deal is acceptable. Additionally. The due diligence process has identified and priced the key risks adequately through representations and warranties and specific indemnities.
An asset deal is preferable if: the buyer wishes to acquire only specific assets and liabilities. The target's legacy liabilities are material and difficult to quantify. Additionally, the tax treatment of an asset step-up is commercially beneficial.
For a tailored strategy on cross-border merger structuring in Greece, reach out to info@ferrazwhitmore.com.
Frequently asked questions
Q: How long does a cross-border merger involving a Greek company typically take?
A: The overall process typically runs between four and nine months from the signing of a share purchase agreement to final registration. The timeline depends on whether competition clearance is required, the complexity of the due diligence phase, and the responsiveness of the General Commercial Registry. Where a notarial deed and ministerial approval are involved, allow for additional weeks beyond the standard registration window.
Q: Is competition clearance always required for a cross-border merger in Greece?
A: No. Competition clearance is required only when the transaction meets specific turnover thresholds under Greek competition legislation or EU merger regulation. Many mid-market cross-border mergers fall below those thresholds entirely. A common misconception is that all international mergers require Hellenic Competition Commission review – in practice, the majority of transactions do not trigger mandatory notification.
Q: What are the most frequent errors foreign buyers make when acquiring a Greek company?
A: Engaging a lawyer in Greece with specific local transactional experience is itself one of the most effective ways to avoid the common pitfalls. The most frequent errors include underestimating the scope of Greek-law due diligence. particularly around tax liabilities and pending administrative proceedings. and treating the representations and warranties in the SPA as a substitute for thorough pre-signing verification. Foreign buyers also regularly underestimate the time required for notarial and registry steps.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in M&A transactions, including cross-border mergers involving Greece. We work with international entrepreneurs, institutional investors, and in-house legal teams who need results-oriented counsel across multiple legal systems. As an international law firm advising on Greek corporate transactions, we support clients through every stage of the regulatory process – from due diligence and merger plan preparation to GEMI registration and post-closing integration. Our M&A practice covers civil law and common law systems across Europe, the Americas, and beyond, with practitioners who have advised on transactions before the Hellenic Competition Commission and equivalent EU regulatory bodies. To discuss your cross-border merger in Greece, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.