A foreign company preparing to list its securities on the Athens Exchange discovers that Greek capital markets law sits at the intersection of EU harmonised rules and a domestic regulatory system with its own procedural demands. The approval process, disclosure obligations, and ongoing compliance requirements can catch even experienced international teams off guard – particularly when they assume that EU-wide familiarity is sufficient preparation.
Capital markets legal services in Greece cover the full cycle of securities transactions: public offerings, listing on the Χρηματιστήριο Αθηνών (Athens Exchange. Alternatively. ATHEX), investment fund registration. Additionally, ongoing regulatory compliance under both Greek and EU securities legislation. International issuers must obtain prospectus approval from the Επιτροπή Κεφαλαιαγοράς (Hellenic Capital Market Commission, or HCMC) before any public offering or regulated market admission. The process typically spans several months and requires a legally compliant disclosure document, a sponsor relationship, and alignment with EU prospectus and transparency rules.
This page sets out the key legal instruments, practical procedures, common pitfalls for international clients. Cross-border considerations linking Greece to Portugal and the EU. Additionally, a self-assessment checklist to help you determine whether your transaction is ready to proceed.
The regulatory setting for capital markets in Greece
Greek capital markets operate under a dual-layer system. EU-level legislation – including the prospectus rules, market abuse rules, and transparency requirements that apply across all EU member states – forms the baseline. Greek domestic legislation then implements and supplements these requirements, creating a body of national securities law administered by the HCMC.
The HCMC is the primary supervisory authority. It approves prospectuses, supervises listed companies' ongoing disclosure obligations, licenses investment firms and fund managers, and investigates market abuse. Any public offering of securities in Greece, or any application for admission to trading on a regulated market, must go through the HCMC.
The Athens Exchange is the principal regulated market. It operates separate segments for different categories of issuer, with distinct listing requirements in terms of market capitalisation, trading history, and corporate governance standards. International companies that already have a listing in another EU member state can use the EU passporting mechanism to extend that listing to Greece with a reduced domestic approval burden. but they cannot bypass the HCMC entirely.
Greek securities legislation also governs takeover bids, squeeze-out rights, mandatory public offer thresholds, and the rules on substantial shareholding disclosure. For foreign investors acquiring stakes in Greek listed companies, these rules create obligations that arise automatically on crossing certain ownership thresholds. Missing a notification deadline can expose the acquirer to regulatory sanctions and, in some cases, restrictions on voting rights.
Investment funds operating in or from Greece are subject to a separate licensing regime administered by the HCMC. EU-harmonised fund legislation – covering undertakings for collective investment and alternative investment funds – applies, but domestic legislation supplements it with additional requirements for locally authorised funds and managers.
Key instruments and procedures for securities transactions in Greece
The prospectus is the central document in any Greek public offering or regulated market admission. Under EU prospectus rules, as implemented through Greek legislation, a prospectus must be approved by the HCMC before publication. The document must contain all information material to an informed investment decision: a description of the issuer's business, financial statements, risk factors, use of proceeds, and details of the securities being offered.
The HCMC review process involves an initial completeness check, followed by substantive review rounds in which the authority raises comments and the issuer responds. The process typically runs over several months from the date of first submission. The timeline depends on the complexity of the transaction, the responsiveness of the issuer's team, and the HCMC's current caseload. A well-prepared initial submission materially shortens the review period.
For issuers already approved in another EU member state, the passporting procedure allows the home-country prospectus to be notified to the HCMC. Greece then accepts the document without a separate substantive review. This route is available for public offerings and regulated market listings, and it reduces both cost and time compared to a standalone Greek approval. The notification formalities must still be completed before publication in Greece.
The listing process on ATHEX involves a parallel application to the exchange alongside the HCMC prospectus procedure. The exchange reviews the issuer's eligibility against its listing requirements and issues its own admission decision. The sponsor – typically a licensed investment firm – coordinates the two processes and takes regulatory responsibility for the accuracy of the application. Selecting the right sponsor is a material decision: the sponsor's working relationship with the HCMC affects the efficiency of the review.
Private placements to qualified investors can be conducted without a full prospectus, provided the offering falls within one of the exemptions set out in EU and Greek securities legislation. These exemptions are defined by reference to investor type and offering size. They are not unlimited: using an exemption incorrectly – for example, by marketing to retail investors in a way that exceeds the exemption's scope – can invalidate the placement and trigger enforcement action.
Ongoing disclosure obligations begin at admission. Listed companies must publish periodic financial reports, notify the market of inside information without delay, and file notifications when shareholding thresholds are crossed. The market abuse rules impose additional restrictions on trading during sensitive periods and require the maintenance of insider lists. Failure to comply with these obligations is one of the most common sources of regulatory sanctions against listed companies in Greece.
For a broader view of financing structures available to companies active in Greece, the banking and finance practice in Greece addresses debt instruments, lending structures, and security arrangements that frequently accompany capital markets transactions.
To receive an expert assessment of your securities transaction in Greece, contact us at info@ferrazwhitmore.com.
Practical insights and common pitfalls for international clients
International clients entering the Greek capital markets often underestimate the domestic procedural layer. EU harmonisation covers the substance of disclosure requirements, but the procedural rules – submission formats, language requirements, HCMC review practices, and exchange application procedures – are governed by Greek domestic rules and administrative practice. These are not replicated in EU legislation and are not always obvious from a reading of the primary texts.
One of the most frequent errors is treating the HCMC review as a formality once EU prospectus standards are met. In practice, the HCMC applies substantive scrutiny to risk factor drafting, financial disclosure, and the adequacy of working capital statements. Comment letters can be detailed and require significant revision of the prospectus. Teams that have not prepared for this level of engagement often experience significant delays.
The language requirement is a practical consideration that many international teams address too late. Prospectuses for Greek public offerings must be published in Greek. The translation process for a complex prospectus is time-consuming and must be factored into the transaction timetable from the outset. Last-minute translation exercises are a common source of deadline pressure.
Disclosure obligations under market abuse rules are another area where international issuers make avoidable errors. The obligation to disclose inside information arises as soon as the information exists – not when the issuer decides it is ready to communicate it to the market. Delay in disclosure, even if motivated by legitimate concern about market reaction, requires formal assessment and in many cases a formal decision to delay under the criteria set out in the applicable rules. Documenting that decision correctly is a procedural step that is often overlooked.
For non-EU issuers, the equivalence and third-country regime adds a further layer of complexity. An issuer incorporated outside the EU cannot simply use a prospectus prepared under its home-country rules. It must either prepare a prospectus that complies with EU and Greek requirements, or rely on specific equivalence determinations that may or may not apply to its home jurisdiction.
Investment fund managers entering the Greek market frequently encounter delays in the licensing process that they did not anticipate. The HCMC review of fund manager applications is thorough and covers governance arrangements, risk management systems, and the professional qualifications of key personnel. Incomplete applications are returned without substantive review, resetting the clock.
Practitioners in Greece also note that corporate governance requirements for listed companies are taken seriously by the HCMC and by institutional investors. A company seeking admission to ATHEX that has not addressed its board composition, audit committee structure. Additionally. Related-party transaction policies before filing is likely to encounter both regulatory comments and investor resistance during the offering process.
Cross-border and strategic considerations: Greece, Portugal, and the EU
For international groups operating across EU jurisdictions, the EU's single passport for prospectuses is the most significant strategic tool available. An issuer that obtains prospectus approval in one EU member state can notify that approval to any other member state's regulator and conduct a public offering there without a second full review. The choice of home member state for prospectus purposes is therefore a material structuring decision.
Groups with operations in both Greece and Portugal face a specific version of this question. Both jurisdictions implement the same EU prospectus rules, but each has its own regulatory culture, processing timelines, and administrative requirements. A group that anticipates needing to access capital markets in both jurisdictions should consider which jurisdiction to designate as its home member state. Additionally. What the implications of that choice are for ongoing disclosure obligations, audit requirements, and governance standards.
Our capital markets practice in Portugal addresses the equivalent framework under Portuguese securities law and the role of the Comissão do Mercado de Valores Mobiliários (Portuguese Securities Market Commission, or CMVM). For groups seeking a coordinated approach across both markets, the interaction between the two regulatory systems is a critical planning consideration.
Tax structuring is a connected issue. Securities transactions in Greece can generate withholding tax obligations, stamp duty considerations, and transfer tax exposure depending on the type of instrument and the nature of the transaction. Cross-border dividend flows from listed Greek subsidiaries to EU and non-EU parent entities are subject to different withholding rates depending on applicable double taxation treaties and EU parent-subsidiary rules. These considerations should be addressed as part of the transaction structure, not after the legal documents have been settled.
For M&A transactions that involve a listed Greek company, the mandatory offer rules under Greek takeover legislation require careful monitoring. Crossing a specified ownership threshold in a listed company triggers a mandatory offer obligation to all remaining shareholders. This obligation applies to acquirers operating through chains of companies as well as direct acquirers, and concert party rules can aggregate holdings across affiliated entities. An acquirer who does not identify the threshold crossing in advance of completion can find itself in technical breach of the mandatory offer rules from the moment of closing.
Alternative capital-raising structures are available to Greek companies and foreign issuers that do not meet or do not wish to pursue a full regulated market listing. The ATHEX operates a multilateral trading facility for smaller and growth companies, with lighter listing requirements and a proportionate disclosure regime. This route is used by companies that seek market visibility and liquidity but are not yet at the scale required for main market admission.
For international clients seeking guidance on structuring a Greek capital markets transaction with cross-border elements, reach out to info@ferrazwhitmore.com to explore how the regulatory conditions in Greece and the EU apply to your situation.
Self-assessment checklist before initiating a Greek capital markets transaction
A public offering or regulated market listing in Greece is appropriate if the following conditions are met:
- The issuer has audited financial statements prepared under International Financial Reporting Standards or an equivalent framework accepted by the HCMC.
- The corporate governance structure includes – or will include before admission – an audit committee and board arrangements consistent with listed company requirements.
- The issuer has identified and engaged a licensed Greek sponsor or listing agent to manage the HCMC and exchange application process.
- A realistic transaction timetable has been prepared that accounts for prospectus translation, HCMC review rounds, and exchange admission procedures.
- Ongoing disclosure obligations and market abuse compliance procedures are in place or have been designed and are ready to activate on admission.
Before initiating the procedure, verify the following:
- Whether the offering qualifies for a prospectus exemption or requires a full prospectus – and if an exemption applies, that its scope and conditions are correctly satisfied.
- Whether the issuer already has a prospectus approved in another EU member state that can be passported into Greece, reducing the domestic approval burden.
- Whether any shareholding threshold notifications are required in connection with the transaction under Greek or EU transparency rules.
- Whether the proposed structure triggers mandatory offer obligations under Greek takeover legislation.
- Whether tax structuring considerations – including withholding taxes and transfer duties – have been addressed at the transaction level.
For companies at an early stage of planning, detailed guidance on setting up a legal presence in Greece before a capital markets transaction is available in our guide to company formation in Greece.
Frequently asked questions
- How long does it take to complete a public offering and listing on the Athens Exchange?
- The timeline depends on the issuer's readiness, the complexity of the transaction, and the HCMC review process. A well-prepared transaction with complete documentation can move through HCMC review and exchange admission in approximately three to six months. Issuers that submit incomplete or non-compliant prospectuses typically experience significantly longer timelines due to multiple comment rounds. Prospectus translation into Greek should be planned for in the timetable from the outset.
- Can a foreign company access the Greek capital markets without going through a full Greek regulatory process?
- A common misconception is that EU passporting eliminates the Greek regulatory process entirely. In practice, passporting reduces the burden substantially – the HCMC accepts a prospectus approved by another EU regulator without a second substantive review – but Greek notification formalities and exchange admission procedures still apply. Non-EU issuers cannot use the passporting route and must obtain standalone HCMC approval. Engaging a lawyer in Greece with capital markets experience is essential to determining which route is available and how to structure the approach efficiently.
- What are the main ongoing obligations for a company listed on the Athens Exchange?
- Listed companies in Greece must publish annual and semi-annual financial reports, notify the market of inside information without delay, and file notifications when shareholding thresholds are crossed. The market abuse rules require the maintenance of insider lists and impose restrictions on transactions during defined sensitive periods. Governance obligations include board and audit committee requirements. These are not one-time steps: they are continuous obligations whose breach can attract HCMC sanctions and reputational damage with institutional investors. Engaging a law firm in Greece with expertise in listed company compliance is advisable from the date of admission.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients on capital markets transactions across 46 jurisdictions including Greece. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in securities offerings, prospectus approval, investment fund licensing, and listed company compliance. We advise international issuers, investment managers, and in-house legal teams who need coordinated counsel across multiple EU regulatory systems. The firm's capital markets practice covers both regulated market and multilateral trading facility transactions, and our attorneys have experience advising on matters before the HCMC and equivalent authorities across EU jurisdictions. Ferraz & Whitmore is a member of leading international legal associations focused on cross-border securities practice. Additionally. Our Lisbon base provides direct access to Portuguese and EU regulatory systems for clients coordinating transactions across Southern European markets. To discuss your capital markets transaction 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.