The determination of the content and the form of the model articles of association Dec. 5186/2024 MoD

Decision No. 5186/23-01-2024 (Government Gazette B' 556/26-01-2024) of the Minister of Development has been published, concerning the determination of the content and form of the model articles of association for the incorporation of a company either through the One-Stop Service or through the electronic One-Stop Service (e-YMS).

I. Scope of application

The model statutes relate to the following legal types:

1. General Partnership
2. Limited Partnership
3. Civil Partnership
4. Joint venture
5. European Economic Interest Grouping
6. Société Anonyme
7. Limited Liability Company
8. Private Company
9. European Company
10. Limited Partnership in Shares
11. Civil Cooperative
12. Renewable Energy Community
13. Civic Energy Community
14. European Cooperative Society
15. Social Limited Liability Cooperative
16. Social Cooperative Enterprise
17. Employees’ Cooperative

II. Definitions

Article 1 of the Decision gives definitions for the purposes of interpreting this Decision as follows:

a)      “Model Articles of Association” means the Articles of Association which contain only the minimum mandatory content as laid down in the legislation governing each type of company and which are completed by the parties concerned only as regards the elements which distinguish their company from others of the same legal form.

b)     "Model Articles of Association with additional content": the model articles of association referred to in point a) to which additional articles are optionally added, the number and content of which are freely chosen by the founders, provided that the elements of the minimum mandatory content are not modified or cancelled and that the provisions of mandatory law are not violated.

c)      “One-Stop Service (YMS)”: The natural person or Service responsible for initiating, handling and completing the incorporation procedures.

d)     “Electronic One-Stop Service (e-YMS)”: The digital platform through which interested parties make electronic incorporation and registration of a newly established company in the General Commercial Registry (G.E.M.I.) and which is accessible through the Single Digital Portal of the Public Administration (gov.gr).

IΙΙ. Other provisions

The use of the model articles of association as presented in this decision is mandatory for all legal forms of article 7 of Law No. 4919/2022, i.e. the aforementioned forms of companies, which are formed by private document, unless the use of a notarial document is required by more specific provisions.

Article 2 of the Decision states that the electronic incorporation of a company is carried out either entirely electronically by using the specialized digital platform, through the website of the G.E.M.I., or electronically in combination with a legality check by the competent G.E.M.I. Service, where required. In the second case, the incorporation is completed through the e-YMS, subject to an electronic administrative check by the competent G.E.M.I. Service, in accordance with the more specific provisions governing each type of company.

Article 3 sets out the form and content of the model articles of association, while an annex sets out guidelines for their correct completion.

ΙV. Entry into force

Article 4 of the Decision sets 1 March 2024 as the date of entry into force and the model articles of association will be available for the formation of a company through the electronic one-stop service (e-YMS) gradually and specifically:

1. 1 March 2024, the model articles of association with additional content will be available for the Société Anonyme, the Limited Liability Company, the Private Company, the Limited Partnership and the General Partnership.
2. 1 May 2024, model articles of association and model  articles of association with additional content will be available for the Civil Partnership, the Joint Venture, and the Limited Partnership in Shares.
3. 1 July 2024, model articles of association and model  articles of association with additional content will be available for the Civil Partnership, the Renewable Energy Community, and the Citizens' Energy Community.
4. 1 October 2024, model articles of association and model  articles of association with additional content  will be available for the Social Limited Liability Cooperative, the Social Cooperative Enterprise and the Employee’s Cooperative.
5. 1 December 2024, model articles of association and model  articles of association with additional content will be available for the European Company, the European Cooperative Society and the European Economic Interest Grouping.

Finally, it is noted that with the entry into force of the present Decision, Decisions No 143197/2021 (B' 6413) and 143324/2021 (B' 6460) are repealed.

V. Conclusion

The establishment of companies electronically, a possibility that existed only for certain forms of companies such as SA, LLC, GP, and LP using model articles of association and only for PC either with model articles of association or with model articles of association and additional content, is considered as a positive step towards speeding up and simplifying procedures for the establishment of various forms of companies without the involvement of a notary and other often time-consuming and costly procedures, especially at a time when emphasis is placed on investments and the development of entrepreneurship.