General-Limited Partnership G.P. – L.P.

TKC CONSULTING & FINANCE

Procedure of Establishing G.P. - L.P.

The incorporation of a general partnership (GP) and the start of a limited partnership (LP) is carried out through the One-Stop Service (OSS), which operates at GEMI.

For the establishment of a General Partnership and also a Limited Partnership, at least two parties must cooperate, who, according to the expression of the law, are mutually obliged to pursue a common goal (article 741 of the Civil Code).

The founding members of the General Partnership can be natural or legal persons. The natural persons must be over the age of 18 (according to article 127 of the Civil Code, as amended by article 3 of Law No. 1329/83). Participation of a minor in the establishment of a personal company is allowed only with a court’s permission.

A general partnership is defined by law to be the association of two or more (natural or legal) persons, whose partners are jointly responsible against third parties for the company’s obligations. Such responsibility is considered as personal, direct and unlimited (L. 4072/2012, A’ 86). The liability of the partners for the company’s debts is unlimited meaning that partners are liable not only up to their contributions, but also with their individual property. The legal framework for General Partnerships in Greece (L. 4072/2012) was recently amended by Law 4541/2018, A’ 86).

A limited partnership has the same characteristics with a general partnership, since it is a variant of it. The main difference between a limited partnership and a general partnership is within the scope of responsibility meaning the existence of partners with or without limited personal responsibility and the limitation of the management of the limited partners. A limited partner who has paid out its contribution to the company is not responsible for the partnership’s debt. In the opposite case he is responsible up to the amount of his contribution.

The same general rules applying to a general partnership must also hold for a limited partnership. The legal framework for limited partnerships in Greece (L. 4072/2012, A’86) was recently amended by Article 10 of Law 4541/2018 (Α΄93). A limited partnership is a commercial company and it has company assets. The general partner of a limited partnership acquires the commercial property only by his participation to the limited partnership, while the limited partner has typically no commercial property.

The service of GEMI (General Commercial Register) undertakes the issuance of a Tax Identification Number and key number for the TAXIS system, for the company that is to be established, after all the necessary supporting documents have been gathered. Key features of the General Partnership-Limited Partnership are the following:

  • There is no need for a notarial document for its establishment, on the contrary, a private contract is enough. Though, it is recommended that the drafting of the article of association be undertaken by a lawyer or legal adviser.
  • It does not require a specific amount of a capital share to set up a G.P.-L.P. that is, it can also be zero.
  • The partners of the Limited Partnership are responsible for all of their assets, for all the obligations of the company, with their joint and several responsibilities. With the dissolution of the company, the responsibility of the partners for any existing debts of the company does not cease. The General Partnership does not need a notarial document for its preparation, on the contrary, a private contract is enough.
  • The partners of the Limited Partnership are divided into two categories: the general partners and the limited partners. The liability of the general partners towards the creditors of the company is joint, several, and unlimited. The liability of the limited partners is limited and cannot exceed the amount of their contribution to the company. The Limited Partnership does not need a notarial document for its establishment, on the contrary, a private document is sufficient.

Start-up procedure of G.P. – L.P.
Basic establishment/start-up G.P. – L.P. documents

  1. Application – Sworn statement – Authorization to GEMI based on annex: Form with founder Natural personForm with founder Legal person
  2. Article of association of incorporation, original and signed (Standard article of association of G.P. and Standard article of association of L.P. according to GEMI)
  3. Two articles of association of the proposed General Partnership-Limited Partnership in a printed form signed by the founders or by those having special notarial power and one in electronic editable form (doc).
  4. Proof of registered office: Lease agreement at the TIN of the representative, posted on TAXIS. Afterward and after the legal person (G.P. – L.P.), is first established, the electronic lease agreement that exists in the Tax Identification Number of the company’s representative (natural person) is terminated and a new one is posted in the new, now, corporate TIN.
  5. Proof of full payment of capital where it is required by law in order to set up a company (valid in case of starting by a legal person by keeping double-entry books)
  6. The new start-up form of activities D211
  7. Finally, the certificate of incorporation and the TIN receipts are issued


Additional
 documents that may be needed:

  1. Photocopies of police identifications of partners or Passport that is valid for citizens of an EU State Member, Passport and a Residence Permit for non-EU residents
  2. A Degree-License to practice a profession (if it is required)
  3. Pre-approval of a license of a health interest -License to use the space by the Municipality (if it is required. Mainly for specific professions such as canteens, bakeries, restaurants, hairdressers, etc.)
  4. Bank account of the founders (in case any amount needs to be returned)
  5. Appointment of a special representative of the partners with his contact details, in case GEMI needs clarifications or supporting documents

Registration fee – subscription to GEMI – Chamber

Payment of a refund amount of 51,20€ for General Partnership-Limited Partnership to GEMI, registration fee 10,00€ (these amounts are required in cases where the legal person is incorporated by law with a physical presence in the OSS and not electronically). The annual subscription of the chamber amounts to 31,00€/year and the Annual subscription of GEMI: is 80,00€/year. These amounts will not be refunded in the case that the incorporation does not get completed.

Incorporation of G.P-L.P. – One-Stop Service (OSS) through GEMI

The OSS checks all the submitted applications and the submitted documents for the completeness and correctness of their data. In case the document files are incomplete, there is a deadline set for their submission. By the time the G.P.-L.P. is established through conversion by another company, the process is not carried out by OSS.

The conditions for the registration of the partners in EFKA are not checked in the process of setting up the General Partnership-Limited Partnership. The others are obliged to settle any outstanding issues with their insurance company. Also, it is the responsibility of the partners to inform EFKA about the establishment of a new company.

The incorporation of the G.P.-L.P. can be completed through the platform of the One-Stop Electronic Service (e-OSS), without going into any public service.

Establishment of G.P-L.P. through e-OSS at GEMI- Starting a business electronically

The incorporation of a company is carried out entirely through the internet by the founders themselves, through a special GEMI platform https://eyms.businessportal.gr.

As it is not possible to post another article of association, a standard article of association has to be registered, filled in, in the electronic form with the necessary information, and after checked for the availability of possible names for the company. The cost of setting up an online business is lower than what is paid for setting up one in the traditional way since no referral fee is required.

The standard article of association is signed electronically by the founders of the company. If the standard articles of association are not used, then the company should be set up in the classic One-Stop Services of the Chambers.

Upon the successful completion of the application, the e-OSS system:

  1. Assigns a GEMI number and the Entry Code Number (ECN) of the recommendation
  2. Creates an electronic Folder and Share of the company in GEMI
  3. Assigns passwords for the GEMI website
  4. Transmits the data to TAXIS through the online service of AADE in order for the company to receive a Tax Identification Number and a key number
  5. Announces the establishment of the company

Which KADs code numbers are excluded from the process of the One-Stop Service

  • 56101106 Services for providing food from an entertainment center – mainstream tavern
  • 56301009 Services that are provided from an entertainment center – cabaret or nightclub
  • 56301010 Services that are provided from an entertainment center – Cafeteria
  • 56301011 Services that are provided from an entertainment center – service box
  • 56301012 Services that are provided from an entertainment center – discotheque
  • 90041009 Concert hall services
  • 93211001 Water park services (water slides etc.)
  • 93211002 Amusement Park services
  • 93291905 Playground services

KAD Statement (Activity Code Number)

KAD is the activity code number that must be declared by each professional or company. The code number should match the real object of the activity and the image of the company as much as possible. You must necessarily declare the main KAD and then as many secondary ones as you want, without there being any problem if one is completely different from the others considering that you have the right to engage in as many activities as you wish.

You have to be very careful here as each code may require additional supporting documents such as an operating license from the Municipality or a license to practice the profession, different accounting monitoring, or a specially designed space. Unfortunately, these codes have been in force since 2008 and have not been adjusted to modern data. If you do not find the exact name, you will choose a close one, along with the simultaneous approval of the tax office. 

Business taxation
Taxation of General and Limited Company (G.P. – L.P.) 2022

Single tax rate: 22% regardless of the amount of profit from the income of 2021, reduced by 2% (24% until 2020).

The tax advance is paid in the first year of operation and then every year the tax of the next year is refunded and pre-paid, in advance, for the next use. Therefore, after the first year, if the income remains stable, the charge is not perceived.

The rate gets reduced from 100% to 80% for the incomes of 2021 and after.

These percentages are reduced by fifty percent (50%) for the new legal persons for the first three (3) financial years from the declaration of commencement of operations.

The General Partnership-Limited Partnership companies do not have a tax on the distribution of profits, since all profits belong to the partners and must mandatorily be shared.

The occupation fee for companies and businesses

  1. 800 euros per year, for legal persons that conduct commercial business and are based in tourist locations and in cities or villages with a population of up to 200,000 inhabitants.
  2. 000 euros per year for legal persons that conduct commercial business and are based in cities with a population of over 200,000 inhabitants.
  3. 650 euros per year for individual commercial businesses and freelancers.
  4. 600 euros per year, for each branch.

Solidarity contribution to the total income (Abolition for 2020 and 2021)

The solidarity contribution is calculated on all incomes, which means income from paid work, business and agricultural activity, interest, rents, compensations, and special amounts.

Total Income Rate Tax Amount
From 0 – 12.000 0% 0 €
From 12.001 – 20.000 2,20% 176 €
From 20.001 – 30.000 5,00% 500 €
From 30.001 – 40.000 6,50% 650 €
Από 40.001 – 65.000 7,50% 1.875 €
From 65.001 – 220.000 9,00% 13.950 €
From 220.000 and higher 10,00%

Insurance contributions to EFKA

Every year every professional must declare the insurance class of EFKA to which they want to belong. If they do not, they will automatically enter the lower insurance class.

INSURANCE CATEGORIES TOTAL CONTRIBUTIONS
Young freelancers until 5 years 136 €
1η Insurance category 220 €
2η Insurance category 262 €
3η Insurance category 312 €
4η Insurance category 373 €
5η Insurance category 445 €
6η Insurance category 576 €

Tax Books and records (sales receipts)

You must keep accounting records either electronically or by hand. With the advent of MyData in our daily lives, now data-publishing and book-keeping tend towards the electronic way of publishing and registering them.

  1. Sales invoice/services rendered invoice: is an item issued for each sale of goods and provision of services to professionals and companies and is subject to VAT.
  2. Receipt for retail sales or services rendered receipt:for each sale of goods or services to private consumers, instead of an invoice, you must issue a receipt for retail sales, receipt for transactions, or services rendered receipt.

 *Attention: For financial transactions between individuals and companies, with cash, the limit is 500€, plus VAT 24%. Larger amounts can be paid only through a Bank.

Business stamp

You can get a stamp with all the details of your business from a printing house or a bookstore. In case you have two, or more different activities, or you add KAD later, you can make more stamps for all your activities. The essential elements are as follows:

The acquisition of a stamp today is optional.

Name (First and Last Name)
Distinctive Title (if it exists)
Business activity
Address of registered office, Phone Number
Tax Identification Number- Tax Receipt Number
Optional: website, GEMI number, special permit number, etc.)

Professional Bank Account

From the date of commencement of activity in the tax office, you must obligatorily proceed to the creation of a professional cash account, within 30 days, in a bank of your choice, which will serve you, and then you must declare it to taxisnet.

The payment service provider must be active in Greece in order for the Iban to be accepted.

All the transactions made for the purpose of the business should be made from the merchant account but also because it can also make the tax inspection process for you easier. Statement of Business account here.

POS -Electronic Transaction terminal and payment card system

According to the latest official Joint Ministerial Decision of 2019, there are some professions that are required to proceed with an installation of a POS electronic trading terminal.  

If you need to, you must find a way for your customers to pay you, by using a card. You can buy or rent a POS terminal device, create an e-shop, and also make electronic use of e-pos online such as the viva wallet. There is no deadline or registry somewhere, of the payment card system you choose.

Electronic tax Mechanism (Cash register)

You must pay special attention to the choice of tax mechanism because it will serve you for several years, it is declared in your Tax Identification Number, and the loss of its cash register or the book can bring a large fine. In case the nature of the business requires the operation of a cash register, you must compulsorily buy a machine that is connected to both the online GSIS and taxis.

The declaration of the Commencement of the Electronic Tax Mechanisms is made through the internet, in taxisnet (www.gsis.gr), within 10 days from the date of purchase.

Employer inventory at IKA for staff recruitment

If you intend to employ staff, you necessarily must make an employer inventory at EFKA on the same day of recruitment.

EFKA electronic inventory here.  

Next, you must submit the recruitments electronically within 3 days at the service ergani.

In addition, you must make a contract with a security technician for the establishment plan for the staff. Also, you can attend the seminar about security technicians at a ΚΕΚ, which allows you to have this capacity only for your own business and it is not expensive at all.

Proper professional accounting support and guidance

You should pay great attention to the monitoring of the taxation and bureaucratic obligations and responsibilities that a company has.

A very small mistake, even out of ignorance, can certify fines from 100€ up to 10,000€ and impose severe sanctions mainly on a tax inspection.

The approach of a business requires responsibility, preparation, and constant updating. You need to find a reliable partner such as TKC Consulting & Finance who can take on the tax obligations as well as the new ones that are constantly being created.

A good accountant works for your benefit in a human and secure cooperation, which is based on the trust and chemistry between the two parties. Not everyone fits with everyone! It supports you throughout your whole business career, whether you are starting a sole proprietorship, or establishing a general partnership G.P., or you are establishing a Private Company, or whichever other form of company.

You can obtain accounting support only for the keeping and updating of your books or for the submission of applications. This particular option has a low cost for your business, due to the fact that the cooperation does not happen every month because it does not provide advice and communication, therefore it allows you to pay for each job separately.

Only in the full monthly accounting support, there is the possibility of direct communication and as a matter of priority, the consulting for the company, the immediate information for new laws, the support when it comes to tax inspections, and the guidance for maximizing profit. Although in order to receive the best possible accounting support with all the benefits, both sides, the accountant and entrepreneur, must be able to treat each other with respect and appreciation!