Establishing a Subsidiary or Branch in Greece: A Guide for Foreign Companies

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As Greece continues to attract international investment, an increasing number of foreign businesses are considering expanding their operations into the Greek market. Whether seeking access to the European Union, establishing a regional headquarters, or supporting local commercial activities, foreign companies may choose between two principal structures: the establishment of a Greek subsidiary or the registration of a branch office.

Selecting the appropriate structure is a strategic decision that carries important legal, tax, and operational implications. At the outset of any expansion project, it is essential to assess the nature of the intended activities, governance requirements, and the long-term objectives of the parent company.

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Subsidiary vs. Branch: Understanding the Difference

The primary distinction between a subsidiary and a branch lies in their legal independence.

A subsidiary is a separate legal entity incorporated under Greek law. It possesses its own legal personality, assets, and liabilities, while the foreign parent company participates as its shareholder. As a result, the liability of the parent company is generally limited to its investment in the subsidiary.

By contrast, a branch does not constitute an independent legal entity. It operates as an extension of the foreign company in Greece, carrying out business activities on its behalf. Consequently, the foreign parent remains directly liable for the branch's obligations and commitments.

For many multinational corporations and institutional investors, a subsidiary offers greater flexibility and enhanced liability protection. Conversely, a branch may be preferable where the foreign company intends to maintain centralized control and establish a limited operational presence in Greece.

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Establishing a Greek Subsidiary

Foreign companies may establish subsidiaries in Greece through one of the available corporate forms, most commonly:

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• Private Capital Company (IKE)

• Société Anonyme (S.A.)

The choice of vehicle will depend on factors such as capital requirements, governance preferences, and the scale of the intended investment.

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The incorporation process typically involves:

• Obtaining Greek Tax Identification Numbers (TINs) for the relevant parties;

• Preparing and executing the constitutional documents of the company;

• Registering the entity with the Greek General Commercial Registry (G.E.MI.);

• Obtaining a VAT number and completing tax registrations;

• Establishing a registered office in Greece;

• Completing any sector-specific licensing requirements, where applicable.

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Once incorporated, the subsidiary operates independently under Greek law and is subject to all applicable corporate, tax, accounting, and employment obligations.

Registering a Branch Office in Greece.

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The registration of a branch is generally more straightforward, as no new legal entity is created. Nevertheless, the foreign company must submit a series of corporate documents to the competent authorities, including:

• Certificate of incorporation and constitutional documents of the parent company;

• Corporate resolutions approving the establishment of the branch;

• Appointment of a legal representative in Greece;

• Evidence of the registered office of the branch;

• Official translations and, where necessary, apostille certification or legalization of foreign documents.

Following registration with G.E.MI. and the Greek tax authorities, the branch receives a Greek Tax Identification Number, enabling it to conduct business activities in Greece.

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Although a branch benefits from a simplified corporate structure, foreign companies should carefully consider the implications of maintaining direct liability for its operations.

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Tax and Compliance Considerations

Both subsidiaries and branches are subject to Greek tax and accounting regulations. Depending on the structure selected, companies may be required to maintain accounting records, submit annual financial statements, and comply with corporate governance and disclosure obligations. Foreign investors should also consider the potential application of double taxation treaties, transfer pricing rules, and permanent establishment principles when structuring their Greek operations.

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In practice, close cooperation between legal and tax advisors is essential to ensure that the chosen structure aligns with the group's broader commercial and tax objectives.

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Which Structure Is Right for Your Business?

There is no universally preferable option. A subsidiary may be the appropriate choice where liability protection, local autonomy, and long-term investment are key considerations. A branch, on the other hand, may be advantageous for companies seeking a cost-effective and administratively streamlined presence in Greece. Determining the optimal structure requires a careful assessment of the parent company's business model, regulatory requirements, and strategic priorities.

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How We Can Assist

Our firm advises international businesses, family offices, and multinational corporations on all aspects of establishing and operating in Greece. We provide comprehensive legal support throughout the expansion process, including corporate structuring, regulatory compliance, tax registration, and ongoing governance matters.

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Whether you are considering the establishment of a subsidiary or the registration of a branch office, our team works closely with clients to develop tailored solutions that facilitate a seamless and legally secure entry into the Greek market.