Limited Partnership Company

Συμβολαιογραφικές & Νομικές Υπηρεσίες

 

General details of limited partnership company: The name of the limited partnership company is formed by mandate from the name and surname of one or more limited partners. The name and surname of the limited partner cannot be included in the company name. As manager or managers of the limited partnership company may be appointed one or more of the limited partners. In the case where the name and surname of a limited partner is included in the company name, then such partner shall be responsible infinitely and in whole, as a general partner, along with the company against the transacted third parties in good faith.

The limited partnership company consists of at least one general partner and one or more limited partners. The general partner or partners are also responsible infinitely and in whole with their personal assets, whereas the limited partner or partners are responsible up to the amount of their contribution.

The limited partner cannot proceed with any action of company management, but he may work as a company employee, although he must refrain from any action that could be characterised as an action of company representation or management. The limited partner is also responsible infinitely and in whole  with the company, in the case where he has been appointed as manager or co-manager of the company or is evidenced that he has been involved with its management.

“To establish a limited partnership company, the company contract may be drafted either by private document or by notary deed through the One-Stop Service in accordance with the Law 3583/2010.


ARTICLES OF ASSOCIATION DETAILS OF A LIMITED PARTNERSHIP COMPANY ESTABLISHED BY PRIVATE DOCUMENT:”
Requirements:

1.    Private agreement with the terms and agreements of the parties (full names, T.R.N. (Tax Registration Number) and Tax Service Branch (D.O.Y.) of the parties, mission, registered office, manager or managers, liquidator or liquidators etc.), which is signed in as many copies as the parties plus one additional for the D.O.Y.
2.    The one copy with the original signatures of the parties is filed with the competent D.O.Y. of the company's registered office, in order to pay the tax for capital gathering.
3.    The same copy, with the seal of the competent D.O.Y., is submitted and stamped by the competent Chamber as the case may be and then it is filed with the Legal Fund and with the T.P.D.A. (Athens Solicitors Welfare Fund) for the payment of the contributions provisioned. Finally, the same original, with the above validations, is deposited at the Building of the competent Magistrates' Court where it is published.

Since 9/4/2014 the capital raising tax according to the law articles 17 and on, law 1676/1986 (A' 204) is not imposed during the establishment of a company.

In the case where in the limited partnership company a property is contributed as capital, its establishment must definitely be effected by notary deed, the appropriate transfer tax is paid and the articles of association are subject to transcription with the competent local Land Registry or entry in the competent Cadastral Office.

AMENDMENT & DISSOLUTION OF A LIMITED PARTNERSHIP COMPANY

For the amendment and dissolution of the limited partnership company applies the same as it applies for their establishment.

In the case of transfer of a company share, this requires the submission of the relevant statement for tax payment in accordance with its equity in the competent D.O.Y.

For the conversion of a limited partnership company into a limited liability company (Ltd) or into an incorporated company (or societe anonyme), this requires the drafting of a notary instrument and observance of what is mentioned below regarding L.T.D. and S.A. companies.

If with the amendment the company's registered office is transferred to the Municipality of another Court of First Instance from the Court of First Instance with which its establishment was entered, the amendment document is published at the initial Court of First Instance and along with an amendment certificate, in following the procedure for the notification of all the Services that were also notified during the establishment, and it is also published at the Court of First Instance of its new registered office.