A foreign acquirer looking at a Greek target frequently discovers a gap between what the seller presents and what the public record reveals. Greek corporate legislation has undergone significant reform in recent years. However, legacy structures, informal practices. Additionally. Fragmented registry data mean that a checklist designed for a German or UK acquisition will miss material risks in the Greek context. Understanding where those gaps sit – before signing a term sheet – is the difference between a transaction that closes on schedule and one that stalls at the representations and warranties stage.
M&A due diligence in Greece is a structured review of a target company's legal, financial, and regulatory standing conducted before executing a share purchase agreement. The process typically spans four to fourteen weeks depending on target complexity. It requires searches across the Γενικό Εμπορικό Μητρώο (General Commercial Registry, known as GEMI), land registries, tax authorities, and employment records, combined with a review of the target's constitutional documents and material contracts.
This guide walks through each phase of the due diligence process in Greece. from scoping and data room management to closing conditions. with practical observations on where foreign acquirers commonly encounter obstacles and how to address them before they become deal-breakers.
Setting the scope: what due diligence covers in Greece
Due diligence in a Greek M&A transaction typically covers five legal workstreams. Each carries distinct risks for a foreign acquirer unfamiliar with Greek corporate legislation and civil procedure rules.
Corporate and ownership verification is the foundation of any review. The acquirer must confirm that the target entity. whether a Ανώνυμη Εταιρεία (Societe Anonyme. Alternatively, SA) or a Εταιρεία Περιορισμένης Ευθύνης (private limited liability company. Alternatively. EPE/IKE). is validly constituted, that its share capital is fully paid. Additionally, that no undisclosed pledges encumber the shares being transferred. GEMI maintains the official corporate registry, but practitioners consistently note that pre-digitisation filings require manual verification. Share pledges, particularly those created before digital registration became mandatory, may not appear in online searches.
Real estate and asset title requires separate attention. Greek land law distinguishes between the κτηματολόγιο (national cadastre) and older υποθηκοφυλακεία (mortgage registries) that still operate in areas not yet transferred to the cadastre system. A target company holding property must be verified at the relevant local registry. Encumbrances, pre-emption rights, and pending expropriation proceedings will not surface from GEMI alone.
Tax compliance covers both the company's direct tax standing and its VAT position. Under Greek tax legislation, a buyer who acquires a company with undisclosed tax liabilities can face personal exposure in certain circumstances. The target should provide a tax clearance certificate from the Ανεξάρτητη Αρχή Δημοσίων Εσόδων (Independent Authority for Public Revenue, known as AADE). The certificate confirms the absence of outstanding assessments, but practitioners note it does not cover tax periods still open for audit – typically the most recent four fiscal years.
Employment and social security is a workstream that foreign acquirers systematically undervalue. Greek employment legislation provides strong employee protections. Severance entitlements, undeclared employment arrangements, and outstanding social security contributions can create significant post-closing liabilities. The acquirer should obtain a clearance certificate from ΕΦΚΑ (the Unified Social Security Fund) and reconcile the target's declared headcount against its payroll records.
Regulatory and sector-specific compliance applies where the target operates in a licensed sector – energy, financial services, telecommunications, pharmaceuticals, or food production. Each sector has its own regulatory body and its own licence transfer procedure. In several sectors, the licence does not transfer automatically on a share acquisition; prior regulatory approval is required as a closing condition.
Step-by-step timeline: from data room to signing
A structured due diligence process in Greece moves through four stages. The timeline below assumes a mid-size private company target with no regulatory complications.
Stage 1 – Scoping and NDA (weeks 1–2). The acquirer and seller agree on the scope of disclosure, execute a non-disclosure agreement, and establish the data room platform. Greek commercial practice increasingly uses virtual data rooms, but smaller targets may still rely on physical document rooms or email-based disclosure. The NDA should be governed by Greek law or, where the transaction is cross-border, specify the governing law and dispute resolution mechanism explicitly.
Stage 2 – Preliminary searches and document requests (weeks 2–4). Advisers conduct initial searches at GEMI and the relevant land registry. A formal document request list is submitted to the seller. This list – the documentary checklist – should cover: constitutional documents and all amendments. shareholder resolutions for the preceding five years. material contracts and their change-of-control provisions. pending litigation and administrative proceedings. all employment contracts and collective agreements. intellectual property registrations. environmental permits. and all bank facility agreements with their security packages.
Stage 3 – Review and gap analysis (weeks 4–8). The legal team reviews disclosed documents and issues a gap analysis identifying missing items, unresolved encumbrances, and material legal risks. Each identified risk is assessed against three criteria: likelihood of crystallisation, quantum of potential liability, and whether it can be addressed through representations and warranties in the SPA, a price adjustment, or a retention mechanism.
Stage 4 – Reporting and SPA negotiation (weeks 8–12). The due diligence report is delivered to the acquirer. Material findings feed directly into the SPA negotiation: specific indemnities for identified risks, disclosure schedules qualifying the seller's representations, and closing conditions requiring the resolution of particular issues before completion. Where a finding is unresolvable before signing, the parties may agree on a deferred closing mechanism or an escrow arrangement.
For foreign acquirers, engaging a specialist M&A team in Greece from Stage 1 is strongly recommended. Registry searches require local access credentials and knowledge of which sub-registries retain legacy paper files. A purely document-review approach without independent registry verification leaves material risks undetected.
To discuss how to structure the due diligence scope for your specific target in Greece, contact us at info@ferrazwhitmore.com.
Documentary checklist: the items foreign acquirers miss
The following items appear in standard international due diligence checklists but require particular attention in the Greek context, either because local law creates additional complexity or because Greek practice diverges from common international expectations.
Articles of association and all amendments. Under Greek corporate legislation, amendments to the articles of a SA must be registered at GEMI and published in the Government Gazette. A failure to register an amendment means it is not binding on third parties – and may not be binding on the company itself. The acquirer should verify that every amendment disclosed in the data room corresponds to a registered GEMI filing.
Board and shareholder resolutions. Resolutions approving significant transactions, capital increases, and dividend distributions should be reviewed for the preceding five years. Irregularly convened general meetings or quorum defects can render resolutions voidable. Greek corporate legislation sets specific notice periods and quorum thresholds that are more formalistic than their equivalents in many common law jurisdictions.
Change-of-control provisions in material contracts. Greek commercial practice does not always include explicit change-of-control clauses in mid-market contracts, but where they exist they can block the transaction or require third-party consent as a closing condition. Distribution agreements, franchise arrangements, and public procurement contracts deserve particular scrutiny.
Pending and threatened litigation. The acquirer should request a formal litigation schedule covering all pending civil, administrative, and criminal proceedings. Under Greek civil procedure rules, enforcement proceedings – known as αναγκαστική εκτέλεση (compulsory execution) – may already be underway against assets that do not appear encumbered in the registry at the time of search. A litigation search at the competent Πρωτοδικείο (court of first instance) is advisable for higher-value transactions.
Environmental permits and compliance records. For manufacturing, hospitality, or energy targets, the environmental permit – issued by the regional authority – must be current and aligned with the target's actual operations. Discrepancies between permitted and actual activities can create post-closing regulatory exposure that neither party anticipated at signing.
Intellectual property registrations. IP assets owned by the target should be verified against the records of the Οργανισμός Βιομηχανικής Ιδιοκτησίας (Industrial Property Organisation. Known as OBI) for Greek registrations and the EUIPO for EU-wide trade marks. A common error is treating IP described in the data room as registered when it is in fact only applied for, or when the registration has lapsed due to non-renewal.
Clients who have worked through comparable processes in other EU markets will find useful comparative context in our guide to M&A due diligence in Portugal. This addresses similar civil law considerations from a different jurisdictional perspective.
Common errors by foreign acquirers and how to avoid them
Foreign acquirers in Greece – particularly those from common law jurisdictions or Northern European markets – make a recurring set of errors. Each has a cost that materialises at or after closing.
Relying solely on GEMI online searches. The digitisation of GEMI was completed for new filings, but historical records are inconsistent. Pledges over shares created under the older ενεχυρόγραφο (pledge certificate) system may not appear in current GEMI records. The acquirer's advisers must conduct manual searches for pre-digitisation encumbrances, particularly for companies with a long operating history.
Treating the tax clearance certificate as conclusive. The AADE clearance certificate is a point-in-time snapshot. It does not cover open audit periods, and Greek tax legislation allows the tax authority to assess undeclared income for up to ten years in cases involving fraud or failure to file. A specific tax indemnity covering open audit periods should be included in the SPA as a matter of course.
Underestimating employment liabilities. Greek employment legislation provides for significant severance entitlements calculated on years of service. Informally employed staff – workers paid without a formal employment contract – create dual exposure: unpaid social security contributions and potential unfair dismissal claims. The acquirer should reconcile the target's EFKA contribution records with its actual workforce size.
Ignoring the distinction between share and asset deals. Many foreign acquirers default to a share purchase structure, which is common internationally. In Greece, a share deal carries all historical liabilities of the target. For targets with significant legacy liabilities, an asset purchase. acquiring specific assets and contracts rather than the entity. may be structurally preferable. Even though it requires more complex documentation and potential VAT considerations under Greek tax legislation.
Assuming closing conditions are standard. Greek corporate legislation and sector-specific rules impose mandatory pre-closing notifications and approvals that differ from those in other EU jurisdictions. Competition law notification thresholds under Greek competition legislation apply where the combined turnover of the parties meets the relevant threshold. Sector-specific approvals for regulated activities can take several months. Both must be factored into the transaction timeline.
For a detailed review of the corporate law environment in which these transactions operate. Our analysis of Greek corporate law for foreign investors provides further context on the structural and governance issues that arise in Greek M&A.
For a tailored strategy on due diligence scope and SPA structuring in Greece, reach out to info@ferrazwhitmore.com.
Self-assessment checklist before committing to a Greek acquisition
This checklist is designed for a foreign acquirer evaluating whether to proceed with a share purchase in Greece. It identifies the minimum verified conditions before committing to a binding SPA.
Corporate standing verified: GEMI registration current; all share capital paid up; no undisclosed pledges over shares; board composition consistent with registered details.
Ownership chain confirmed: The seller's title to the shares is documented; any intermediate holding structures are understood; no third-party pre-emption rights exist over the shares being sold.
Real estate title clear: All property owned or leased by the target has been verified at the relevant cadastre or mortgage registry; no unregistered encumbrances identified.
Tax position assessed: AADE clearance certificate obtained; open audit periods identified and covered by specific indemnity in SPA; VAT position reviewed for the preceding four years.
Employment baseline established: Headcount reconciled against EFKA records; no undeclared workers identified; severance exposure quantified; all collective agreements reviewed.
Litigation schedule reviewed: All pending proceedings disclosed; no enforcement proceedings active against target assets; material administrative proceedings identified and risk-assessed.
Regulatory position confirmed: All licences and permits current; change-of-control requirements for licences identified; pre-closing regulatory approvals scheduled and timeline agreed.
SPA protections aligned with findings: Representations and warranties reflect actual disclosed position; specific indemnities cover identified material risks; closing conditions address all unresolved items; escrow or retention mechanism agreed where warranted.
A foreign acquirer who can confirm all eight elements above is in a well-prepared position to proceed. A gap in any one of them is a signal to pause and resolve the issue before signing – not to negotiate a lower price and hope the problem does not crystallise.
Frequently asked questions
Q: How long does M&A due diligence in Greece typically take?
A: For a mid-size Greek target, a focused legal due diligence review typically runs four to eight weeks from the opening of the data room. Complex targets with multiple subsidiaries, regulated activities, or significant real estate holdings may require ten to fourteen weeks. Engaging a lawyer in Greece with direct experience in local registry and court searches can substantially reduce delays at the information-gathering stage.
Q: Is it a common misconception that Greek corporate records are fully digitised and easy to access?
A: Yes. Many foreign acquirers assume that the General Commercial Registry, GEMI, provides comprehensive and immediately accessible corporate history. In practice, older filings, pledges over shares, and pre-digitisation encumbrances may not appear in online searches. A thorough due diligence exercise in Greece requires physical searches at GEMI and, for real estate-owning targets, at the relevant land registry or cadastre office.
Q: What are the main cost components of legal due diligence in Greece?
A: Legal fees for due diligence in Greece depend on the size and complexity of the target, but typically start from several thousand euros for a narrow-scope review of a small private company. Broader reviews covering employment, environmental, tax, and regulatory matters can reach significantly higher totals. Registry search fees, notarial costs for certified copies, and translation expenses add further to the overall budget and should be anticipated from the outset.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our M&A transactions practice covers the full deal cycle – from due diligence and SPA negotiation to closing conditions and post-acquisition integration – with particular depth in Greek, Portuguese, and broader European civil law systems. Our attorneys have advised on share purchase agreements, asset acquisitions, and cross-border M&A matters across both civil law and common law systems. As a law firm in Greece and across the EU, we bring dual-tradition expertise to transactions where civil law formalism and common law deal mechanics intersect. The firm's Lisbon base provides direct access to Portuguese and EU regulatory rules, while our international network supports multi-jurisdictional deal structures requiring coordinated legal input across several markets. To discuss your M&A due diligence process 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.