Business Registration Guidelines.

 

1. Registration of data and registration documents changes to the NBC

Mandatory censuses.

Each entity that conducts the initial registration must record any changes to the NBC of the data notified in the application form (e.g. business address) and in the supporting documents deposited in the register.

In the event of a change of the Establishment act, the Articles of Association or the amendment of the contract of simple companies (when in writing), their full text is also filed, reflecting the subsequent changes. For branches and offices of representation of foreign companies, the Articles of Association and the Establishment act of the foreign company or the equivalent document of the creation according to the foreign legislation shall be deposited with the full text that reflects the changes made.

All entities must register and deposit the following documents and information:

  1. Annual financial statements, activity performance report and audit report in cases when the maintenance of these documents is mandatory. Branches and representative offices of foreign companies must also submit the annual balance sheet of the foreign company kept according to the standards required in a foreign country.
  2. Appointment and dismissal of a certified accounting expert in cases where the appointment is compulsory, the number of the professional license as well as the identification data of the certified accounting expert.
  3. Appointment of Liquidators as well as their identification data.
  4. Dissolution, closure or distribution acts, acts of transformation, merger, division, opening of liquidation procedures as well as other intermediate acts provided by applicable legislation. For branches and offices of representation of foreign companies are also registered the acts of transformation, merger, division, opening and closing of liquidation or bankruptcy procedures of the foreign company.
  5. Other places of activity, other than headquarters.
  6. Any other registration, mandatory under applicable law.
  7. Documents certifying mortgages or other guarantees on participation in the entity's capital.

Attention: Notwithstanding the foregoing, joint stock companies are not obliged to notify any transfer of shares. These companies, together with the annual balance sheet and the audit report, notify the full list of registered shareholders with their identification data for nominative shares as well as the total number of shares.

  1. Voluntary registrations.

Entities may voluntarily register any other data related to their commercial economic activity. These additional data include, but are not limited to, the following:

  1. Designation or other distinctive signs of activity (if it is / are / different / from the entity’s registered name).
  2. Any transfer of nominative shares to joint stock companies that, in addition to authorized persons, may also be registered with the application of any interested shareholder.
  3. Web site, e-mail, telephone and fax.
  4. Decisions of the governing bodies of the entity, such as decisions suspending the activity or other decisions other than obligatory decisions for registration.
  5. Other data, related to the entity’s economic activity.

 

REORGANIZATION OF COMPANIES

Attention:

  • Provisions of Law No. 9901, dated April 14, 2008 “On Entrepreneurs and Companies”, for the reorganization of companies, are only applicable to limited liability companies and joint stock companies.
  • Companies can only be reorganized once they have been registered for at least one year.
  • Merger of companies is carried out in accordance with the provisions for the protection of competition.
  1. MERGER

Two or more companies can be merged through:

  1. Transfer of all assets and liabilities of one or more of the companies referred to as absorbed companies, into another existing company, called the absorbing companies, in exchange for shares or quotes of this company. This process is called merger with absorption.
  2. Establishment of a new company, to which all assets and liabilities of existing companies are transferred, merged in exchange for the shares or quotas of the new company.

- This process is called merger with the creation of a new company and has two stages.

 

FIRST STAGE

Supporting documentation:

- The draft agreement

The legal representatives of the companies participating in the merger shall draw up a draft agreement in writing specifying at least:

  1. Registered names and headquarters of companies participating in the merger
  2. Acceptance of the parties for the transfer of assets of each absorbed company in exchange for shares or quotas of the acquiring company
  3. Share price or quotation ratio and any amount payable in money
  4. Terms of allocation of shares or quotas in the acquiring company
  5. Rights deriving from the shares of the acquiring company
  6. Rights that the acquiring company recognizes to holders of shares, quotas or special rights of the companies, acquired or any other measure in their favor
  7. Special advantages granted to administrators, members of the board of directors, the supervisory council or certified accounting experts
  8. The consequences that the merger will have on the employees and their representatives, as well as the proposed measures for them

- Merger Report

The legal representatives of each of the companies participating in the merger draw up a detailed report explaining the merger agreement and describing the legal and economic bases for it and, in particular, the shares, quotas or special rights exchange report. The report also describes the particular assessment difficulties that have been encountered. The report should also describe the consequences of this merger on the employees of the participating companies.

  • Annual financial statements, performance reports, compulsory, for at least the last three years.
  • Expert Report

* The expert report is filed with the National Registration Center and is published on the website, if any, of the companies participating in the merger, at least one month before the date set for the General Meeting, in respect of the decision provided for in Article 218 of this Law.

* Inclusion of experts may be ruled out if all shareholders / partners of the merging companies give their approval.

  • Identity document of the legal representative (if he is the applicant).
  • If the applicant is different from the legal representative, the Power of Attorney must be filed.

 

SECOND PHASE

Supporting documentation:

- Minutes of the Assembly approving the merger, as well as the Minutes for the approval of special partners / shareholders

- The merger agreement.

- In the case of the establishment of a new company according to point 2) of Article 215 of Law no. 9901, dated April 14, 2008 “On Entrepreneurs and Companies ”, the relevant documentation according to the law on the registration of the new company (according to the respective legal form) must be presented

- Legal Representative Identification Document (if he is the applicant)

- If the applicant is different from the legal representative, the Power of Attorney must be filed

 

The legal representatives of the companies participating in the merger shall notify about the merger for registration with the National Registration Center, together with the merger agreement, the minutes of the General Assembly approving the merger, as well as the minutes of approval of special partners / shareholders

If the registered capital of the acquiring company increases, within the merger, the value of the increase is reported together with the merger.

Registration of the Merger of Companies with the National Registration Center:

  1. Causes all assets and liabilities of the absorbed company to be transferred to the absorbing company. This transfer has consequences both in relations between companies and third parties
  2. Makes the shareholders or partners of the acquired company to become shareholders or partners of the acquiring company
  3. Makes the absorbed company to be assessed as disrupted and deregistered by the National Registration Center pursuant to section V of Law No. 9723, dated May 3, 2007 “On the National Registration Center”, without going through the liquidation process
  4. Merger in special cases (Article 225 of Law No. 9901/2012).
  5. When at least 90 per cent of the registered capital of a joint stock company is controlled by the parent, the merger by absorption between these companies may be effected without the approval of the general meeting of the parent company, unless the shareholders or associates of the parent company, owning at least 5 per cent of its registered capital or the total number of votes, request the General Assembly’s call for the adoption of the merger.
  6. When the parent owns 100% of the shares, the parent shall not be required to comply with the conditions laid down in Article 216, paragraph 1, letters b, c and d, and 2 and 217 of this Law. In this case, neither the provisions of Article 224 of this Law shall apply.
  7. Provisions of Articles 206 to 212 of this Law shall also apply to mergers, according to the provisions of this Article

The Merger with Absorption Form with the Creation of a New Company (Phase I)

The Merger with Absorption Form with the Creation of a New Company (Phase II)

The Merger with Absorption Form with an Existing Company (Phase I)

Application for the Approval of Merger with Absorption from an Existing Company

 

DIVISION

According to Article 227 of Law no. 9901, dated April 14, 2008 “On Entrepreneurs and Companies ”:

  1. A company may be divided by transferring its assets to two or more existing or new companies by decision of the General Meeting, in which case the company being divided shall cease to exist.
  2. The provisions of Articles 216 to 225 apply accordingly to company divisions.
  3. The registration of the division shall have the following consequences:
    1. The transfer to each of the recipient companies of all the assets and liabilities of the company being divided in accordance with the allocation laid down in the division agreement;
    2. The members or shareholders of the company being divided become members or shareholders of one or more of the recipient companies in accordance with the allocation laid down in the division agreement;
    3. The company being divided ceases to exist and is cancelled in accordance with Section V of Law No. 9723 ‘On the National Registration Centre’. No liquidation procedure is required.

 

FIRST STAGE

Supporting documentation:

  • The draft agreement
  • Division Report
  • Annual financial statements, activity performance reports, compulsory, for at least the last three years.
  • Expert Report.

* The expert report shall be filed with the National Registration Center and published on the website, if any, of the companies participating in the division, at least one month before the date set for the General Assembly, in respect of the decision referred to in Article 218 of this law.

* Inclusion of experts may be ruled out if all shareholders / partners of the merging companies give their approval.

- Legal Representative Identification Document (if he is the applicant).

If the applicant is different from the legal representative, the Power of Attorney must be filed.

 

SECOND STAGE

Supporting documentation:

- The decision of the assembly, which approves the draft agreement of the division.

- The Division Agreement.

* In the event that new companies are created by the division according to point 1) of article 227 (newly established companies) of Law No. 9901/2008, the relevant documentation, according to the law on registration of new companies (according to their respective legal form).

- Legal Representative Identification Document (if he is the applicant).

- If the applicant is different from the legal representative, the Power of Attorney must be filed.

Application for division notification (Division in favor of newly established companies) 1st Stage

Application for division notification (Division in favor of newly established companies) 2nd Stage

Application for the Notification of the division project

Application for the Approval of the Division

 

III. TRANSFORMATION

- A company may change its legal form by transformation as follows:

(a). Limited liability companies may transform into joint stock companies and vice versa.

(b). A joint stock company with private offer becomes a joint stock company with public

offer and vice versa, if it complies with requirements of the present Law, Law No. 9723

‘On the National Registration Centre’ and the Law on Securities.

- The transformation does not change rights and duties assumed by the company.

 

Supporting documentation:

- Administrator Report.

- The Assembly’s decision to transform the company.

- Minutes of the General Assembly on the Transformation Decision.

- The documents of the decision of the special shareholders and those shareholders who were not present at the General Assembly.

- Relevant documentation according to the law on registration of the company with the new legal form.

- Legal Representative Identification Document (if he is the applicant).

- If the applicant is different from the legal representative, the Power of Attorney must be filed.

Transformation form (announcement I)

Transformation form (announcement II)

Transformation Approval Form