Asset Sale vs Share Sale in Greece (2026): Tax, Liabilities & When to Choose

Every business sale in Greece ultimately funnels into one structural question: should the parties transfer the company’s individual assets, or should the seller hand over its shares? The answer to the asset sale vs share sale Greece question determines who bears existing liabilities, how much tax each side pays, and how quickly the deal can close. Greece’s 2025–2026 tax-package amendments, including adjustments to the corporate income tax framework and capital-gains treatment under Law 4172/2013 (the Greek Income Tax Code), have materially shifted the arithmetic for both buyers and sellers, making previously settled advice worth re-examining. This guide delivers a dimension-by-dimension comparison, quantified tax tables, and a concrete decision framework so you can choose the right structure before you engage counsel.

Quick answer: Sellers of companies holding real estate or non-transferable licences generally achieve a better after-tax result through a share sale. Buyers who need a clean liability slate or want to amortise specific assets should push for an asset sale. The decision framework in Section 7 maps every major priority to the recommended route.

Option A: Asset Sale, What It Is, When It Applies, Who It Suits

In an asset sale the buyer selects and acquires individual items, equipment, inventory, intellectual property, customer contracts, goodwill and, where applicable, real estate, directly from the selling company. The company itself continues to exist after closing; it simply holds cash (or a receivable) instead of the transferred assets. Asset sales are favoured by buyers who want to cherry-pick valuable assets while leaving behind legacy obligations such as pending litigation, tax exposures, or environmental liabilities.

For sellers, however, an asset sale can produce a less attractive tax outcome. The selling company is taxed on the gain at the corporate income tax rate under Law 4172/2013. If the shareholders subsequently extract the after-tax proceeds as dividends, a second layer of tax applies, creating the well-known “double-layer” problem. This structure therefore suits sellers who can absorb or reinvest the proceeds inside the entity, or who have losses available to offset the gain.

How Assets Transfer in Greece (Legal Formalities)

Each asset category follows its own transfer protocol under Greek law. Real estate requires a notarial deed and registration with the local Land Registry or Cadastral Office (Κτηματολόγιο), triggering transfer taxes. Movable assets transfer by delivery and agreement. Intellectual-property assignments must be recorded with the relevant register (e.g., the Hellenic Industrial Property Organisation for patents and trademarks). Contracts must be novated or assigned, the latter typically requires the counterparty’s consent unless the agreement states otherwise. The cumulative administrative burden is one reason asset deals take longer to close.

Common Buyer Protections and Price Adjustments

Asset-sale buyers usually negotiate the following safeguards:

• Escrow or holdback. A portion of the purchase price is retained in escrow pending confirmation that no undisclosed liabilities attach to the transferred assets.
• Specific indemnities. The seller indemnifies the buyer against pre-closing tax, environmental or product-liability claims linked to the acquired assets.
• Completion accounts. Working-capital or net-asset adjustments recalculate the price based on actual values at the closing date.
• Warranties on title and encumbrances. The seller warrants that each asset is free of liens, pledges or third-party claims.

Option B: Share Sale, What It Is, When It Applies, Who It Suits

A share sale transfers ownership of the company itself. The buyer acquires shares (or quotas, in the case of an Etaireia Periorismenis Efthynis, a Greek limited-liability company) and with them every asset, contract, employee relationship, licence and liability held by the company. Nothing moves at the asset level; the company continues as the same legal person under a new shareholder.

This structure is generally more tax-efficient for sellers. Capital gains on the disposal of shares are taxed once, under the rules of Law 4172/2013, rather than through the double-layer mechanism of an asset sale. Moreover, because real estate stays inside the company, the transaction avoids the real-estate transfer tax that would otherwise apply, a powerful incentive when property forms a significant part of the company’s value.

The trade-off falls on the buyer. By acquiring the company, the buyer inherits every obligation, disclosed or undisclosed, quantified or contingent. Thorough due diligence, robust seller warranties, and carefully negotiated indemnity packages become essential deal protections.

Legal Mechanics of Share Transfers in Greece and Required Filings

The formalities depend on the company form. For a Société Anonyme (AE), registered shares transfer by endorsement on the share certificate and entry in the shareholders’ register, as governed by Law 4548/2018 (the Greek Companies Law). For limited-liability companies (EPE/IKE), the transfer of quotas typically requires a notarial deed (EPE) or a private agreement filed with GEMI, the General Commercial Registry. In either case, the transfer must be notified to GEMI so the change of ownership becomes publicly visible. For listed companies, settlement occurs through the Hellenic Central Securities Depository (ATHEXCSD).

Buyer Protections: Representations, Warranties and Price Holdback

Because the buyer absorbs the entire company, protections in a share-sale SPA are typically more extensive than in an asset deal:

• Comprehensive representations and warranties. The seller warrants the accuracy of financial statements, the status of all material contracts, employment obligations, tax compliance, and the absence of undisclosed liabilities.
• Purchase-price holdback or deferred consideration. A portion of the price is deferred to cover potential warranty claims discovered post-closing.
• Warranty & indemnity (W&I) insurance. Increasingly common in Greek mid-market and cross-border deals, W&I policies allow buyers to claim against an insurer instead of pursuing the seller, smoothing negotiations and facilitating cleaner exits.
• Indemnity caps and baskets. The parties negotiate a liability cap (often as a percentage of the purchase price) and a minimum-claim threshold to filter trivial warranty breaches.

Asset Sale vs Share Sale in Greece: Side-by-Side Comparison

Two differences dominate decision-making in Greece. First, the real-estate transfer tax saving in a share sale is often the single largest financial variable, and is frequently the reason property-rich businesses are sold as share transactions. Second, the liability-shift dynamic means that buyers of companies with unclear tax or environmental histories almost always push for an asset structure so they can ring-fence exposure.

Dimension-by-Dimension Analysis

Tax Implications (Seller and Buyer)

Tax treatment is usually the dimension that tips the scale when choosing between an asset sale vs share sale in Greece. The key taxable events differ sharply between the two routes.

What this means for sellers: A share sale eliminates the second tax layer and typically produces higher net proceeds. Sellers with available tax losses at the company level may narrow the gap in an asset sale, but the double-layer risk remains.

What this means for buyers: Asset sales offer the prospect of a stepped-up tax basis, enabling higher depreciation and amortisation deductions going forward. Buyers should model the net-present-value benefit of the step-up against any price premium the seller demands to compensate for the worse tax outcome.

VAT, Transfer Taxes and Stamp Duty

Transfer costs can swing a deal by hundreds of thousands of euros, particularly where the company owns real estate. The table below sets out the headline items, rates should be confirmed with counsel and the Independent Authority for Public Revenue (AADE) before closing.

The real-estate transfer tax saving alone frequently justifies a share-sale structure for property-heavy companies. However, where the transfer-of-going-concern VAT exemption applies, an asset sale may avoid VAT entirely on the business transfer, reducing, though not eliminating, the cost gap.

Liability Shift and Indemnities

This dimension is where the interests of buyer and seller diverge most clearly in an asset sale vs share sale scenario.

• Asset sale: The buyer acquires only the specific liabilities it agrees to assume. Pre-closing debts, pending litigation, and tax obligations remain with the selling company. This makes an asset sale the safer route for buyers concerned about hidden exposures.
• Share sale: The buyer steps into the shoes of the shareholders and inherits the company with all its liabilities, whether disclosed in due diligence or not. The primary protections are contractual: seller warranties, specific indemnities, escrow holdbacks, and increasingly, W&I insurance.

In Greek practice, indemnity caps in mid-market share sales typically range from a percentage of the enterprise value (commonly discussed between 15 % and 100 % of the equity price, depending on deal dynamics and the scope of identified risks). Escrow periods of 12 to 24 months are standard. Buyers should ensure that the limitation period for warranty claims in the SPA aligns with or exceeds the statutory prescription periods for the underlying liabilities.

Timing and Transaction Mechanics

Timeline is often an underestimated factor when assessing the asset sale vs share sale choice.

• Asset sale: Expect a longer closing period. Each asset transfer may require separate documentation, third-party consents (for assigned contracts), Land Registry filings (for real estate), and regulatory re-applications (for non-transferable licences). A complex asset deal with real estate and multiple contracts can take four to eight months from letter of intent to closing.
• Share sale: Structurally simpler, one SPA, share-transfer instruments, GEMI notification and, for listed shares, ATHEXCSD settlement. However, the due-diligence phase can be intensive (particularly for companies with long operating histories or multinational exposures), and warranty negotiation can extend timelines. A typical mid-market share sale in Greece closes within three to six months.

Employment, Contracts and Regulatory Approvals

Greek employment law protects employees on the transfer of a business undertaking, implementing the EU Acquired Rights Directive (2001/23/EC). In an asset sale where a business unit transfers as a going concern, the transferee is obliged to maintain existing employment terms, including seniority and benefits. Failure to observe these protections exposes the buyer to claims.

• Asset sale: Supplier and customer contracts must be assigned or novated, frequently requiring counterparty consent. Sector-specific licences (banking, energy, telecommunications, pharmaceutical) are often non-transferable and must be re-applied for by the buyer, adding time and regulatory risk.
• Share sale: Employees remain employed by the same legal entity, so no transfer occurs. All contracts continue by operation of law. Licences remain with the company, although change-of-control notification to the relevant sector regulator may be required in regulated industries.

Enforceability, Dispute Exposure and Post-Closing Remedies

Post-closing disputes are an inherent risk in both structures, but the nature of the risk differs.

• Asset sale disputes: Commonly arise from disagreements over which assets or liabilities were included, working-capital adjustments, and seller indemnity claims. The seller’s exposure is generally limited to the specific indemnities given. General prescription periods under the Greek Civil Code apply to contractual claims unless the SPA specifies otherwise.
• Share sale disputes: Typically involve warranty-breach claims for undisclosed liabilities, misrepresentation of financial statements, or post-closing tax assessments. Buyers have recourse through contractual warranty claims, claims for fraud under the Greek Civil Code, and (where applicable) W&I insurance. Sellers face exposure for the duration of the warranty period negotiated in the SPA, making the drafting of sunset clauses and liability caps critical.

What Changes in 2026: Key Legislative and Tax Updates

The Greek government’s 2025–2026 fiscal and corporate-law reform package introduced several provisions that directly affect deal structuring. Business owners and acquirers evaluating an asset sale vs share sale in Greece should account for the following developments:

• Corporate income tax framework adjustments. Amendments to Law 4172/2013 (the Income Tax Code), published in the Government Gazette (FEK), have refined the rules governing the taxation of corporate income and capital gains. Industry observers expect the practical effect to be a reinforcement of the single-layer advantage for share sales, particularly for domestic sellers disposing of qualifying participations.
• Capital-gains treatment clarifications. The 2025–2026 package has sought to clarify the treatment of gains from the disposal of shares in non-listed companies, an area that previously generated inconsistent AADE guidance. The likely practical effect is greater certainty for sellers planning share-sale exits and for non-resident sellers assessing Greek-source income obligations.
• Transfer-tax and real-estate provisions. Adjustments to the real-estate transfer-tax regime and related municipal surcharges continue to be relevant for asset sales involving property. Buyers should verify current rates directly with AADE, as periodic adjustments through Ministry of Finance circulars are common.
• GEMI and company-law modernisation. Ongoing implementation of digital filing requirements under amendments to Law 4548/2018 has streamlined share-transfer registration, slightly reducing the administrative burden (and cost) of share deals.

Because these changes are recent and secondary implementing circulars may still be pending, both buyers and sellers should confirm the exact rules in force at signing with qualified Greek counsel and with direct reference to AADE published guidance.

When Should I Choose an Asset Sale or a Share Sale?

The decision framework below distils the analysis above into actionable criteria. Match your deal priorities to the recommended route.

Choose an asset sale when:

• The buyer insists on excluding legacy liabilities or wants to step up the tax basis of acquired assets.
• The target assets are mobile or intangible (IP, contracts, inventory) and third-party consents are obtainable.
• The seller is willing to accept potential double taxation or has losses or reinvestment plans that mitigate the second tax layer.
• The company carries material undisclosed or contingent liabilities that cannot be adequately covered by warranties.

Choose a share sale when:

• The seller wants capital-gains treatment and the deal involves real estate whose transfer tax would be material.
• The buyer accepts inherited liabilities (or secures robust seller warranties, price holdbacks, or W&I insurance).
• The transaction benefits from continuity, contracts, employees, licences or permits are non-transferable or difficult to re-obtain.
• Speed is critical and the parties want to avoid asset-by-asset novation and registration.

When, and Why, to Engage a Lawyer

Choosing between an asset sale and a share sale is not a question to resolve unilaterally. The tax, liability and regulatory variables interact in ways that demand professional modelling. Engage Greek M&A counsel in the following situations:

• Before signing a letter of intent. The LOI typically locks in the deal structure, switching from an asset sale to a share sale (or vice versa) after signing is costly and may require renegotiation of the entire commercial framework.
• When real estate forms a material part of the company’s value. The transfer-tax implications alone justify professional tax modelling before choosing a route.
• When the company operates in a regulated sector. Banking, energy, telecommunications, pharmaceutical and transportation businesses involve sector-specific licences that may be non-transferable in an asset sale and require change-of-control notifications in a share sale.
• When the seller or buyer is a non-resident. Cross-border deals introduce double-taxation-treaty considerations, withholding-tax obligations, and potential EU Directive benefits that require specialist advice.
• When contingent or undisclosed liabilities are suspected. The scope of warranties, indemnity caps, escrow arrangements and W&I insurance must be tailored to the specific risk profile of the target company.

Prepare for the first meeting by assembling the company’s financial statements, a complete asset list, corporate constitutional documents, a register of all licences and permits, material contracts, and any prior tax rulings or assessments. This documentation allows counsel to model both routes and deliver a recommendation grounded in your deal’s actual numbers.

To find business lawyers in Greece with M&A and corporate-transaction experience, use the Global Law Experts directory.

Sources

1. Independent Authority for Public Revenue (AADE)
2. Hellenic Republic, Ministry of Finance
3. Government Gazette (FEK), National Printing Office
4. Hellenic Capital Market Commission (HCMC)