An international acquirer targeting a Greek company faces a distinctive legal environment. Greek corporate and commercial legislation combines EU-harmonised rules with civil law traditions that differ materially from common law M&A practice. Deadlines are strict, regulatory clearances can extend timelines significantly, and documentation requirements that appear straightforward on paper carry hidden pitfalls for foreign buyers and sellers.
M&A transactions in Greece are governed by Greek corporate legislation and commercial law, with mandatory regulatory filings required before and after closing. A standard share purchase transaction can take between three and six months from signing to closing, depending on the target's sector and whether competition clearance is required. Transactions involving regulated industries – banking, energy, media, and certain infrastructure sectors – require additional approvals that can extend this timeline further.
This page covers the legal instruments, procedural steps, cross-border considerations, and practical pitfalls that international clients need to understand when executing M&A transactions in Greece.
The regulatory environment for M&A in Greece
Greek M&A activity is shaped by several intersecting bodies of law. Corporate legislation governs the internal mechanics of share transfers, mergers, and demergers. Competition legislation sets the thresholds for mandatory notification to the Επιτροπή Ανταγωνισμού (Hellenic Competition Commission). EU merger regulation applies concurrently where turnover thresholds are met, creating a parallel filing track that must be coordinated carefully.
Investment legislation has been progressively liberalised over the past decade. Greece has removed most restrictions on foreign direct investment in standard commercial sectors. However, a number of strategic sectors – energy infrastructure, certain media assets, and defence-adjacent industries – remain subject to additional review. International buyers must identify the applicable regulatory regime early, as a misjudgement here delays the entire transaction.
Greek civil procedure rules also influence M&A structuring. Unlike common law systems, Greek law does not recognise the concept of equitable ownership. This distinction matters when structuring earn-outs, seller financing, or escrow arrangements, all of which require careful drafting under civil law principles to achieve the commercial effect that common law buyers expect.
Employment legislation adds another layer. Greek labour law provides employees with significant protections. In asset acquisitions and certain share transfers with operational consequences, the transfer of undertaking rules apply. Failure to comply with notification requirements – both to employees and to labour authorities – exposes the acquirer to post-closing liability. Practitioners in Greece consistently flag this as an area where international clients underestimate local requirements.
For broader context on how corporate structures are established and maintained in Greece, the corporate law services page for Greece covers governance, shareholder rights, and entity maintenance in detail.
Key instruments and procedures in Greek M&A
The share purchase agreement (SPA) is the primary instrument in most Greek M&A transactions involving private companies. The SPA in Greece follows a structure broadly familiar to international practitioners: signing, conditions precedent, and closing. However, several Greek-law specifics require attention.
Share transfers in Greek anonimi etairia (SA. Alternatively, Greek public limited company) require the transfer to be recorded in the company's share register and. For certain registered shares, to be notarised as an symvolaio (notarised deed). Share transfers in Greek etairia periorismenis efthinis (EPE. Alternatively, private limited company) and, since legislative reforms. In the idiotiki kefalaiouchiki etairia (IKE. Alternatively, private company) require registration at the General Commercial Registry, known as the Geniko Emporiko Mitroo (GEMI). Without GEMI registration, the transfer is not effective against third parties.
Due diligence in Greece requires particular attention to the target's GEMI filings, corporate resolution history, tax compliance records, and any pending administrative proceedings. Tax liabilities in Greek companies can be substantial and are not always fully visible from management accounts alone. The Hellenic tax administration maintains a right to reassess certain prior periods. Additionally, buyers who rely solely on management representations without independent tax due diligence have. In practice, encountered post-closing assessments that materially affected transaction economics.
Representations and warranties in Greek M&A SPAs are typically extensive. Greek courts apply general civil law principles to warranty claims, which differ from common law warranty and indemnity regimes. The concept of a standalone indemnity – separate from the SPA's warranty regime – needs careful drafting to be enforceable as intended under Greek law. Warranty and indemnity insurance is increasingly used in mid-market Greek transactions, particularly where the seller is a private individual or a family-owned group with limited financial capacity to meet post-closing claims.
Competition notification to the Hellenic Competition Commission is mandatory when the parties' combined Greek turnover exceeds the statutory thresholds. The Commission's standard review period runs for several weeks, with an extended phase for complex cases. Where the transaction also meets EU thresholds, the European Commission has exclusive jurisdiction – the so-called "one-stop shop" – and Greek notification is then suspended. Coordinating these parallel tracks requires precise timetabling from the outset.
Closing conditions in Greek transactions typically include: receipt of competition clearance; no material adverse change; completion of key third-party consent processes (particularly in regulated sectors); and, for asset deals, transfer of licences and permits. Conditions must be drafted with precision. Under Greek civil law, a condition that is impossible to fulfil ab initio renders the relevant obligation void, not merely unenforceable.
To receive an expert assessment of your M&A transaction in Greece, contact us at info@ferrazwhitmore.com.
Practical pitfalls and what international clients frequently miss
The gap between formal legal requirements and practical execution in Greek M&A is significant. Several pitfalls surface repeatedly in cross-border transactions.
Corporate housekeeping deficiencies. Many Greek private companies – particularly family-owned businesses – have incomplete or inconsistent GEMI records. Board minutes may not have been filed as required. Prior share transfers may lack proper documentation. These gaps create title risk. Buyers who discover them late in the process face the choice of accepting residual risk, requiring rectification before closing (which adds weeks), or renegotiating price. Thorough due diligence on corporate records is not optional.
Tax exposure in asset acquisitions. Greek tax legislation imposes transfer taxes on certain asset acquisitions, including real property. The rate and calculation method depend on asset type and transaction structure. An international buyer structuring a deal as an asset purchase to avoid inherited liabilities may find that the tax cost of an asset deal exceeds any liability mitigation benefit. Modelling the full tax impact of both structures – share deal versus asset deal – before committing to a structure is essential.
Pre-emption rights and minority protection. Greek corporate legislation provides minority shareholders with pre-emption rights and, in certain circumstances, with exit rights triggered by change of control. Where the target has multiple shareholders, the acquirer must either obtain waivers or structure the transaction to comply with these rights. Overlooking a minority shareholder with a pre-emption entitlement can, in the most serious cases, expose the completed transfer to challenge.
Real estate linked to the target. Greek land registry records – maintained through the Ktimatologio (Hellenic Cadastre) – must be independently verified for any target that owns, leases, or uses real property. Title issues in Greek real estate can be complex. Encumbrances, historic claims, and planning irregularities may not appear from a standard corporate records review. Where real property is material to the target's business, a dedicated real estate due diligence workstream is necessary.
Post-closing integration and employment obligations. As noted above, Greek employment legislation creates specific obligations on change of control and operational restructuring. Greek collective agreements may bind the target, and their terms survive the share transfer. International buyers who plan post-closing restructuring should obtain employment law advice before signing, not after closing.
Governing law and dispute resolution. Greek SPAs can designate Greek law or a foreign governing law. In practice, Greek courts will apply mandatory Greek law provisions regardless of the governing law clause. For high-value cross-border transactions, many parties elect arbitration – typically ICC or LCIA – rather than Greek court litigation. This choice must be deliberate and properly drafted. A poorly worded arbitration clause in a Greek-law contract can be challenged for ambiguity or ineffectiveness.
Cross-border and EU strategic considerations
Greece is an EU member state. This shapes M&A structuring in several important ways for international buyers and sellers.
EU merger regulation applies when the combined worldwide and EU-level turnover of the parties exceeds the applicable thresholds. Where EU jurisdiction applies, the European Commission's approval is the sole required competition clearance – national notification to the Hellenic Competition Commission is then not required. However, the Commission may refer the case, in whole or in part, back to Greece where the transaction primarily affects the Greek market. Managing the interaction between EU and national competition processes requires experienced coordination.
For buyers structured through Portuguese holding companies or EU holding vehicles, the EU parent-subsidiary directive and applicable double taxation treaties between Greece and other EU member states affect the post-acquisition tax structure materially. Withholding tax on dividends, interest, and royalties flows between the Greek operating company and the holding structure. These rates vary depending on the treaty in force and the holding structure adopted. Tax structuring advice at the outset – before the SPA is signed – can preserve significant value. Clients operating across the Iberian and Hellenic markets may find relevant parallels in our M&A services for Portugal.
Golden Visa considerations arise where the transaction involves Greek real estate assets or where post-acquisition investment restructuring creates qualifying investments. Residency planning for sellers who are individuals – particularly founders of family businesses – is increasingly integrated into Greek M&A structuring. The interaction between the transaction and the seller's personal tax residency position must be mapped before exchange.
The choice of acquisition vehicle also has EU-dimension implications. A Greek anonimi etairia acquired and operated through a Portuguese or Dutch holding structure offers different treaty access. Dividend treatment. Additionally, regulatory exposure than a branch or a Greek subsidiary of a UK holding company post-Brexit. Each structure has distinct advantages and risks depending on the buyer's home jurisdiction and intended hold period.
For a detailed breakdown of company formation options in Greece, including entity types and registration requirements, see our guide to company formation in Greece.
For a tailored strategy on your M&A transaction in Greece, reach out to info@ferrazwhitmore.com.
Self-assessment checklist before initiating a Greek M&A transaction
This approach is applicable if one or more of the following conditions apply:
- You are acquiring shares or assets in a Greek company from a private or institutional seller.
- You are structuring a merger, demerger, or corporate reorganisation involving a Greek entity.
- Your transaction involves a regulated sector in Greece requiring administrative clearance.
- The combined Greek or EU-level turnover of the parties may trigger competition notification obligations.
- You are a seller in Greece requiring guidance on documentation, tax structuring, or post-closing liability management.
Before initiating the procedure, verify the following:
- Target corporate records: Are GEMI filings complete and current? Have all prior share transfers been properly documented and registered?
- Tax position: Has a tax due diligence review been commissioned? Are there open reassessment periods under Greek tax legislation that could generate post-closing liability?
- Minority shareholders: Does the target have minority shareholders with pre-emption rights or exit rights that must be addressed before or at closing?
- Competition thresholds: Have Greek and EU competition notification thresholds been checked? Has the timeline for clearance been built into the transaction timetable?
- Real estate: Has the Hellenic Cadastre been checked for any target real property? Are there title, encumbrance, or planning issues requiring resolution?
- Employment obligations: Have post-closing employment and restructuring plans been reviewed against Greek labour law requirements?
- Governing law and dispute resolution: Has the SPA's governing law and arbitration or jurisdiction clause been deliberately chosen and properly drafted?
If you have identified concerns in more than two of these areas, the transaction risk profile warrants early specialist legal review. Addressing structural issues after heads of terms are signed is more costly than resolving them during preliminary structuring.
Frequently asked questions
- How long does a typical M&A transaction in Greece take from signing to closing?
- A standard private company share acquisition in Greece typically takes between three and six months from signing to closing. The main variables are competition clearance – which can add several weeks – and whether any sector-specific regulatory approvals are required. Transactions in unregulated sectors with no competition filing obligation can close more quickly, but corporate documentation rectification, if needed, can add time at any stage.
- Is it necessary to use a Greek law SPA, or can the transaction be documented under English or Portuguese law?
- Parties have freedom to choose the governing law of the SPA. However, Greek corporate legislation contains mandatory provisions that apply regardless of the chosen governing law. The formalities for registering the share transfer at GEMI, the rules on minority shareholder rights, and certain employment protections are governed by Greek law as a matter of public policy. In practice, most cross-border Greek M&A transactions use either Greek law or English law as the governing law, with specific Greek-law mechanics addressed in the closing deliverables schedule. Engaging a lawyer in Greece with cross-border SPA experience is important to ensure the chosen law does not conflict with mandatory local requirements.
- What is the most common misconception international buyers have about due diligence in Greece?
- The most common misconception is that clean management accounts indicate a clean legal and tax position. Greek companies – particularly private and family-owned businesses – frequently have gaps in corporate records, unregistered prior transfers, or tax positions that have not been contested but remain open for reassessment. A thorough due diligence process in Greece must independently verify GEMI records, tax compliance history, real estate title, and employment records, rather than relying on seller-provided documentation alone. A law firm in Greece with specialist M&A experience will conduct each of these workstreams as a matter of standard practice.
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 in Greece and across the EU. We advise international entrepreneurs, institutional investors, and in-house legal teams on share acquisitions, due diligence processes, SPA negotiation, closing mechanics, and post-acquisition integration across both civil law and common law systems. The firm's M&A practice covers transactions across Europe, the Americas, and beyond, supported by a network of local counsel in each jurisdiction. Our attorneys have advised on share purchase, merger, and demerger matters in EU member states with differing corporate law traditions, including Greece, Portugal, Spain, and the Netherlands. As an international law firm in Greece and across Europe, Ferraz & Whitmore provides the dual-tradition perspective that cross-border transactions require. To discuss how our M&A services apply to your 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.