M&A Due Diligence in Greece 2026: Timeline, Required Documents & Key Red Flags for Buyers

M&A due diligence Greece is the single most decisive workstream in any Greek acquisition, and in 2026 it is shaped by two regulatory checkpoints that buyers cannot afford to overlook: merger control before the Hellenic Competition Commission and foreign direct investment (FDI) screening for strategic sectors. This guide sets out a practical, deal-focused playbook, a twelve-step process, realistic timelines, a required-documents checklist, a costs schedule and sector-specific red flags, for corporate buyers, private equity funds, in-house counsel and M&A advisers. It reflects current Greek regulatory practice and flags where thresholds, fees and filing deadlines must be verified against primary sources at the time of the deal. Read it as a working manual rather than a general overview.

1. Overview, what M&A due diligence covers in Greece (2026 regulatory snapshot)

Due diligence is the structured investigation a buyer conducts to confirm the value, risks and legal soundness of a target before committing to acquire it. In Greece, a complete exercise spans several parallel disciplines, each with its own specialists and document trails:

• Legal / corporate. Company formation, share capital, governance, authorisations and corporate history.
• Tax. Historic filings, open audits, transfer pricing, VAT exposure and contingent liabilities.
• Financial / audit. Audited accounts, management figures, working capital and debt structure.
• Commercial. Material contracts, customer and supplier concentration, and change-of-control triggers.
• Employment / HR. Contracts, collective bargaining agreements, pension and severance liabilities.
• Intellectual property and IT. Ownership, registration, licences and data processing.
• Real estate and environmental. Title, leases, mortgages, planning compliance and contamination risk.
• Regulatory. Sectoral licences, merger control and FDI screening.

What distinguishes M&A due diligence Greece in 2026 is the weight now placed on regulatory clearance. Merger control is administered by the Hellenic Competition Commission, with EU-dimension transactions falling to the European Commission where the relevant EU turnover thresholds are met. In parallel, foreign investors acquiring assets in strategic sectors must consider any applicable FDI screening obligations, which fall within the remit of the Greek State (with the Ministry of Development and Enterprise Greece among the relevant bodies for investment matters). These two checks should be scoped at the very start of the process, because they can drive the overall timetable more than any other factor.

2. Eligibility, full vendor versus targeted due diligence, and who leads each track

Not every transaction warrants the same depth of review. The scope should be calibrated to deal size, sector and the buyer’s risk appetite.

2.1 When to run seller (vendor) due diligence

Vendor due diligence is prepared by or for the seller in advance of a sale, most often in competitive auction processes or when the seller wants to control the narrative and accelerate a transaction. It produces a fact-based report that prospective buyers can review, potentially shortening their own investigation. Sellers should ensure the disclosure materials are accurate and current, because vendor reports become a reference point for warranty negotiations and later disputes.

2.2 When buyers need focused regulatory due diligence

Where the target operates in energy, telecoms, defence, transport infrastructure or other strategic activities, buyers should run a focused regulatory workstream at the outset. The purpose is to confirm whether merger control notification and/or FDI screening apply, and to model the resulting timetable before spending heavily on full commercial and financial review.

2.3 Roles, who should be on the deal team

• Internal counsel / deal sponsor. Owns commercial objectives and risk tolerance.
• External Greek lawyers. Lead legal, corporate and regulatory due diligence and draft the transaction documents.
• Accountants / financial advisers. Conduct financial and audit review and quality-of-earnings analysis.
• Tax advisers. Assess historic exposure, structuring and contingent liabilities.
• Environmental consultants. Engaged where sites, manufacturing or land are involved.
• Regulatory advisers. Handle Hellenic Competition Commission filings and FDI submissions.

3. Step-by-step M&A due diligence Greece process

The following twelve steps describe a full buyer-led process. Many run in parallel; the timeline table below shows realistic durations for a mid-market Greek deal in 2026.

3.1 Pre-deal screening & NDAs

Confirm the deal rationale, sign a non-disclosure agreement, and carry out early regulatory screening to identify whether merger control or FDI notification will apply. This is the moment to flag sensitive sectors.

3.2 Initial document request & data room

Issue a structured request list (see Section 4) and agree the data-room protocol. A well-organised data room, ideally with Greek-language originals and English summaries, materially shortens the review.

3.3 Legal corporate due diligence

Verify incorporation, statutes, share capital, the shareholders register, board and shareholder resolutions, and signatory authority. Confirm there are no undisclosed shareholder agreements or encumbrances over shares.

3.4 Contracts & commercial due diligence

Review material customer, supplier, distribution and financing contracts, with particular attention to change-of-control clauses, termination rights and exclusivity.

3.5 Employment & benefits

Examine employment contracts, collective bargaining agreements, severance exposure, pension arrangements and any pending labour disputes. Greek labour law protections require close review.

3.6 Tax due diligence

Assess corporate income tax and VAT filings for the relevant look-back period, open audits, tax rulings and transfer-pricing documentation, and model contingent tax liabilities. The look-back period should be aligned with the applicable statutory limitation rules for tax assessments in force at the time.

3.7 Financial / audit due diligence

Analyse audited and management accounts, working capital, debt and covenants, and normalise earnings. Larger deals may warrant forensic review.

3.8 IP & IT

Confirm ownership and registration of trademarks, patents and domain names, review licences and software agreements, and check data-processing and GDPR compliance.

3.9 Real estate & environmental

Verify title, leases, mortgages and planning compliance, and commission environmental assessments where the target holds or operates on land or industrial sites.

3.10 Regulatory screening, HCC & FDI

Determine notification obligations to the Hellenic Competition Commission and, where applicable, under any FDI screening regime. Prepare filings and factor in review windows and possible remedies. This step frequently governs the closing date.

3.11 Negotiation of representations, warranties & leakage

Translate due diligence findings into specific indemnities, warranties, price adjustments, escrow and, in locked-box deals, anti-leakage protections.

3.12 Closing & post-closing integration

Satisfy conditions precedent, complete corporate filings, and manage post-closing integration of labour, tax and regulatory matters.

Step / Who / Duration timeline

4. Required documents: a practical checklist for Greek targets

The table below groups the documents typically requested in M&A due diligence Greece and flags priority. Note that Greek-language originals are often required for corporate, tax and real estate items, and that some documents published in the Government Gazette or held at public registries such as the General Commercial Registry (GEMI) may need certified copies or apostilles for cross-border use.

A downloadable version of this required-documents checklist is available at the end of this guide, structured to mirror a typical Greek data-room index.

5. Timeline & deadlines, realistic timing for M&A due diligence Greece

Timing varies sharply by deal size and sector. As a working rule for M&A due diligence Greece in 2026:

• Small deals. Full legal, tax and financial review can be completed in roughly 2–4 weeks where the data room is well prepared.
• Mid-market deals. Expect 4–8 weeks for the core investigation, with regulatory clearances layered on top.
• Large strategic deals. Several months are common, driven by multiple advisers, cross-border elements and regulatory review.

The dominant timing variable is regulatory clearance. Merger control before the Hellenic Competition Commission proceeds through statutory review phases, and where a transaction has an EU dimension the European Commission takes jurisdiction under its own Phase I / Phase II framework. FDI screening periods, where applicable, run in parallel and can extend the timetable, particularly if conditions are imposed. Public targets add a further layer, since takeover and disclosure obligations administered by the Hellenic Capital Market Commission must be satisfied. Buyers should confirm current review windows and thresholds directly with the relevant authority before fixing a closing date.

Comparison, merger control versus FDI screening

6. Costs & fees, who pays and typical ranges in 2026

In a buyer-led process the buyer generally funds its own legal, tax and financial due diligence. Where the seller commissions vendor due diligence to market the business, it bears those costs, though the resulting report is typically made available to bidders. Specific transaction costs, such as escrow, notarisation and filing fees, are allocated in the share purchase agreement. The ranges below are indicative for 2026 and scale with deal size and complexity; they are illustrative only and should be confirmed with the relevant advisers and authorities.

Regulatory filing fees are dynamic. Confirm current Hellenic Competition Commission and ministry fee schedules before budgeting.

7. What changes in 2026, regulatory and practice updates buyers must know

The clearest shift for 2026 is heightened scrutiny at the regulatory gateway. Foreign investment in strategic sectors is subject to closer review across the EU, and Greece operates within the framework of the EU FDI Screening Regulation, while the Hellenic Competition Commission continues to enforce merger control actively. Against a backdrop of sustained inward investment, reflected in Greek economic data published by the Bank of Greece, buyers acquiring energy, telecoms, defence or infrastructure assets should assume a more demanding clearance path.

Practical consequences for M&A due diligence Greece include:

• Earlier regulator engagement. Screen for merger control and FDI triggers at the pre-deal stage, not after signing.
• Supplementary contractual conditions. Build regulatory clearance conditions and long-stop dates into the SPA.
• Longer timetables for sensitive sectors. Allow additional weeks where remedies or conditions are foreseeable.

Because thresholds, competent authorities and guidance can be updated, buyers should verify the current position with the Hellenic Competition Commission and the competent Greek authorities at the time of each transaction rather than relying on prior deal experience.

8. Common pitfalls & red flags for buyers

The recurring red flags in Greek targets cluster into a predictable set of issues. Each can generally be managed with the right contractual protection.

8.1 Corporate governance & shareholder disputes

Undisclosed shareholder agreements, disputed share transfers or defective resolutions can undermine title. Mitigation: full corporate chain-of-title review and specific title warranties.

8.2 Hidden tax liabilities

Open audits, disputed assessments and VAT exposure are common. Mitigation: tax indemnities, escrow retention and, where appropriate, pre-closing rulings.

8.3 Non-compliant employment and collective agreements

Unrecorded severance liabilities, misclassified staff and collective agreement obligations frequently surface late. Mitigation: employment warranties and a specific indemnity for identified exposures.

8.4 Real estate title & planning issues

Defective title, unregistered rights and planning non-compliance are recurring in Greek acquisitions. Mitigation: land registry and Cadastre searches and title insurance where available.

8.5 Unclear licence or permit status

Expired, non-transferable or conditional operating licences can halt the business post-closing. Mitigation: condition closing on valid, transferable authorisations.

8.6 Environmental liabilities

Historic contamination and remediation obligations can be substantial for industrial sites. Mitigation: phased environmental assessment and specific environmental indemnities.

8.7 IP ownership gaps

Unassigned employee or contractor IP, and unregistered trademarks, weaken the asset base. Mitigation: confirmatory assignments and IP warranties.

8.8 Regulatory (HCC / FDI) triggers

Missing a merger control or FDI notification exposes the parties to delay, conditions or unwinding. Mitigation: early screening and clearance conditions in the SPA.

9. Checklist: immediate next steps for buyers

In the first 48–72 hours of a prospective Greek acquisition:

1. Sign an NDA and secure access to preliminary information.
2. Run initial merger control and FDI screening to identify notification triggers.
3. Assemble the deal team, Greek counsel, tax, financial and, if needed, environmental advisers.
4. Issue the structured document request list and agree the data-room protocol.
5. Draft a realistic timetable that accounts for regulatory review windows.
6. Identify sector-specific licences and permits requiring verification.
7. Confirm whether the target is public and, if so, engage on takeover and disclosure obligations.
8. Set a preliminary budget with your advisers.
9. Consider whether to request or offer vendor due diligence to compress the timeline.
10. Flag any time-sensitive regulatory thresholds for verification with the relevant authority.

Conclusion & downloadable resources

Running M&A due diligence Greece successfully in 2026 depends on sequencing the work correctly: screen for merger control and FDI triggers before anything else, prepare a disciplined data room, and build regulatory clearance into both the timetable and the transaction documents. Buyers who front-load the regulatory analysis and translate their findings into specific warranties and indemnities consistently close faster and with fewer surprises. Download the required-documents checklist above to structure your data room, and use the timeline and costs tables to set a realistic budget and closing date. For tailored planning, connect with a Greece business law specialist through the GLE lawyer directory, Greece, Business or the profile of our attributed corporate law expert.

Sources

1. Hellenic Competition Commission (HCC)
2. European Commission, Mergers overview
3. Hellenic Capital Market Commission (HCMC)
4. Ministry of Development (Hellenic Republic)
5. Enterprise Greece
6. Government Gazette (National Printing Office)
7. Athens Bar Association
8. Bank of Greece