How to Merge Companies in Greece: Step‑by‑step Procedure & Merger‑control Guide (2026 Update)

Understanding how to merge companies in Greece requires familiarity with a single core statute, Law 4601/2019 on corporate transformations, together with the merger‑control rules enforced by the Hellenic Competition Commission (HCC). The merger procedure in Greece applies to sociétés anonymes (S.A. / Ανώνυμη Εταιρεία), limited‑liability companies (E.P.E. / Εταιρεία Περιορισμένης Ευθύνης), private companies (I.K.E.), partnerships and single‑member entities, and it covers both domestic and cross‑border transactions with EU member‑state companies. This guide sets out the eligibility criteria, procedural steps, required documents, merger timeline, costs, and 2026 practice changes that general counsel, acquirers and deal teams need before instructing advisers.

Overview of the Merger Procedure in Greece and Who It Applies To

Greek law recognises three principal forms of corporate merger. Merger by absorption occurs when one or more companies transfer all assets and liabilities to an existing company, which continues under its own identity while the absorbed entity ceases to exist. Merger by consolidation involves two or more companies transferring everything to a newly incorporated entity, with all predecessor companies dissolving. A third variant, the simplified (short‑form) merger, is available where the absorbing company already holds all shares of the target, removing the need for certain valuation and shareholder‑approval steps.

The statutory backbone for every form is Law 4601/2019, which governs business transformations and cross‑border corporate conversions. It replaced an older patchwork of transformation provisions (including elements previously scattered across company‑law statutes and tax‑incentive legislation) and aligned Greece with the EU Cross‑Border Mergers Directive. The law is supplemented by the general Companies Act provisions for S.A. entities (Law 4548/2018) and by the HCC’s own procedural rules on concentration control under Law 3959/2011.

A merger under Law 4601/2019 results in universal succession: all rights, obligations, contracts, licences and permits of the dissolving company pass automatically to the surviving or newly formed entity by operation of law, without the need for individual asset‑transfer agreements. Employees likewise transfer with their existing terms intact, reflecting the transposition of the EU Acquired Rights Directive.

The procedure is available to any Greek‑registered corporate entity. It is also open to cross‑border merger with companies formed under the laws of another EU or EEA member state, subject to additional pre‑merger certificate requirements. Non‑EU companies cannot participate directly in a Law 4601/2019 merger; their involvement typically requires a preliminary redomiciliation or an alternative acquisition structure.

Eligibility and Prerequisites for a Merger in Greece

Before the merger procedure begins, each participating company must satisfy several threshold requirements.

Eligible Company Types

All main Greek corporate forms are eligible: S.A. companies, E.P.E. companies, I.K.E. (private companies), general and limited partnerships, and cooperatives. Single‑member companies may also merge, answering the common question of whether an owner can merge two companies they wholly own. In such cases, the simplified merger route (merger by absorption of a wholly owned subsidiary) applies, and no independent expert report or shareholder meeting of the target is required because the absorbing company holds 100 % of the shares.

Shareholder Approval Thresholds

For an S.A. company, the merger must be approved by the general meeting with an enhanced quorum, typically two‑thirds of the share capital must be represented, and the resolution must be passed by a two‑thirds majority of the votes cast. The exact thresholds may differ if the articles of association set higher requirements. E.P.E. companies require the consent of partners representing at least three‑quarters of the total partnership interests, unless their statutes prescribe otherwise.

Creditor Protection

Law 4601/2019 grants creditors of each merging company the right to request adequate safeguards (security or guarantees) for claims that pre‑date the publication of the merger plan. Companies must publish the merger plan and make it available at the General Commercial Registry (GEMI). Creditors then have a window, generally one month from publication, to lodge objections or demand guarantees. If a company fails to satisfy a creditor’s legitimate objection, the creditor may seek a court order blocking the merger or compelling the provision of security.

Cross‑Border Merger Eligibility

A cross‑border merger between a Greek company and a company incorporated in another EU or EEA state follows the same Law 4601/2019 framework, supplemented by the requirements originally introduced by Law 3777/2009 (transposing the EU Cross‑Border Mergers Directive, now updated by Directive (EU) 2019/2121). Each participating company must obtain a pre‑merger certificate from its domestic authority confirming compliance with national procedural requirements. For the Greek leg, this certificate is issued through GEMI. Non‑EU entities cannot use this route and must pursue alternative transaction structures such as a share purchase or a prior EU redomiciliation.

Step‑by‑Step Merger Procedure in Greece

The following numbered steps outline the complete merger procedure from initial structuring through to final registration. Each step identifies who is responsible and the principal deliverables.

Step 1, Take the Internal Decision and Structure the Transaction

The boards of directors (or managing partners, in the case of partnerships or E.P.E. companies) of each participating entity evaluate the commercial and legal rationale for the merger. Key decisions at this stage include choosing between absorption and consolidation, identifying the surviving entity, and assessing preliminary tax and accounting implications. The parties typically execute a letter of intent (LOI) or term sheet that records the indicative exchange ratio, anticipated effective date, and exclusivity and confidentiality arrangements. Tax advisers should be engaged immediately, because the availability of tax‑neutral treatment under Law 4601/2019 depends on meeting specific conditions, and early planning avoids costly restructuring later.

Step 2, Conduct Due Diligence and Valuation

The acquirer (or both parties, in a consolidation) conducts legal, financial and tax due diligence on the target. The scope typically covers audited financial statements, material contracts, real‑property titles and encumbrances, intellectual property registrations, pending litigation, regulatory licences, employee headcount and collective agreements, pension arrangements and tax exposures. A formal valuation of each company is required for calculating the share‑exchange ratio. Where the law mandates an independent expert report, as it does for most S.A. mergers unless the simplified procedure applies, the valuer must be a licensed auditor or a valuation expert approved by the relevant supervisory body. The expert report examines whether the proposed exchange ratio is fair and adequately protects minority shareholders.

Step 3, Draft the Merger Plan

The boards of all participating companies prepare and sign a joint merger plan (σχέδιο σύμβασης συγχώνευσης), which is the central document required by Law 4601/2019. The merger plan must contain, at a minimum:

• Company identifiers. The legal name, form, registered office and GEMI registration number of each company.
• Form of merger. Whether by absorption or by consolidation, and designation of the surviving or new entity.
• Share‑exchange ratio. The ratio at which shares of the dissolving company will be exchanged for shares of the surviving or new entity, together with any cash adjustment (which may not exceed 10 % of the nominal value of the shares to be allotted).
• Effective date. The date from which, for accounting purposes, the operations of the dissolving company are treated as performed on behalf of the surviving entity.
• Allocation of assets and liabilities. A description of how each company’s assets and liabilities will be allocated.
• Impact on employees. Information on the anticipated effects on employment and any measures proposed.

The boards must also prepare an explanatory report justifying the legal and economic grounds for the merger and the exchange ratio. These documents are filed with GEMI and made available to shareholders and creditors at least one month before the general meeting called to approve the merger.

Step 4, Obtain Board and Shareholder Approvals and Notify Creditors

Each company convenes a general meeting of shareholders (or partners) to approve the merger plan. For S.A. companies, the notice period for the general meeting is at least 20 days before the meeting date, published on GEMI and, where applicable, in the company’s website. The meeting must achieve the enhanced quorum and majority described in the eligibility section above.

Simultaneously, creditor protection obligations must be satisfied. Once the merger plan is published at GEMI, creditors whose claims pre‑date the publication have the right to demand adequate safeguards. The statutory period for creditor objections is generally one month from the date of GEMI publication. If a creditor demands and does not receive adequate security, it may apply to the competent court for an order either suspending the merger or requiring the provision of guarantees. In practice, companies should proactively identify material creditors and negotiate guarantee arrangements before the merger plan is published, to avoid delays.

Step 5, File the Merger and Submit the Hellenic Competition Commission Notification

Once shareholder and creditor steps are complete, the merger must be registered. In parallel, and often earlier, merger control in Greece requires a separate assessment.

Merger control thresholds. Under Law 3959/2011, a concentration must be notified to the HCC if the combined aggregate turnover of all undertakings concerned in the Greek market exceeds €150 million, and at least two of the undertakings concerned each have a turnover in Greece exceeding €15 million. Where these thresholds are met, the parties (or their legal counsel) must file a notification with the HCC before implementing the merger. Implementing a notifiable concentration without clearance is a procedural violation that can result in fines.

Who files. In a merger by absorption, the notification is typically filed jointly by the merging parties or by the acquiring entity’s legal counsel on behalf of all parties.

What to include. The HCC notification package must contain the completed notification form, a description of the transaction and the parties, audited turnover data for each undertaking (broken down by Greek and global revenues), copies of the transaction documents (merger plan, any share‑purchase or transfer agreements), corporate structure charts, and an analysis of the relevant product and geographic markets, including market‑share data and lists of key competitors, customers and suppliers.

HCC review timeline. The HCC operates a two‑phase review process. Phase I lasts approximately one month (roughly 25 working days) from the date the notification is deemed complete. If the HCC identifies no serious competition concerns during Phase I, it issues a clearance decision. If the HCC has concerns, it may open a Phase II in‑depth investigation, which can last an additional two to four months (extendable in complex cases). The vast majority of notified mergers in Greece are cleared during Phase I, particularly where the parties provide comprehensive market data from the outset.

Step 6, Register at GEMI and Complete Post‑Closing Implementation

The merger becomes legally effective upon registration of the merger decision with GEMI. The surviving or newly formed company (through its legal advisers or notary) submits the approved merger plan, shareholder resolutions, the independent expert report (where applicable), the HCC clearance decision (if a notification was required), and the notarised deed of merger to GEMI. Once registration is accepted and published, the dissolving company ceases to exist, and universal succession takes effect.

Following registration, the surviving entity must complete several administrative steps: updating tax registrations and VAT numbers, notifying social‑security institutions (EFKA) of employee transfers, recording transfers of real property at the relevant land registry or cadastral office, updating intellectual‑property registers, and notifying contractual counterparties where contracts require change‑of‑control notification.

Merger Timeline in Greece, Key Deadlines

The overall merger timeline in Greece depends on deal complexity and whether HCC notification is required. The table below provides estimated durations for each step.

For a straightforward domestic merger that does not require HCC notification, the total process from LOI to GEMI registration can take approximately three to five months. Where Hellenic Competition Commission notification is required and the transaction clears in Phase I, add approximately one additional month. Phase II referrals can extend the timeline by several months further.

Practitioners should note the critical sequencing constraint: the creditor objection period cannot begin until the merger plan is published at GEMI, and the shareholder meeting should not be convened until the one‑month creditor notice period has been accounted for. The HCC notification can, and should, be submitted in parallel with the corporate‑approval steps to avoid sequential delay.

Documents Needed for a Merger in Greece

The following table lists the merger filing requirements that parties must assemble. Documents that routinely cause delays are marked accordingly.

Documents marked with ⚠️ routinely cause friction and delay. The independent expert report should be commissioned as soon as the exchange ratio is indicatively agreed, and the HCC turnover exhibits should be prepared during due diligence to avoid a last‑minute data‑gathering exercise. Assembling creditor notice proof requires methodical record‑keeping, every GEMI filing receipt should be time‑stamped and archived.

Deal teams are advised to prepare documents in the order shown in the table above, as each item builds on the preceding one: the merger plan cannot be finalised without the valuation, the shareholder resolution cannot be passed without the published merger plan, and the GEMI filing cannot proceed without clearance (if applicable) and approved resolutions.

Merger Costs in Greece, Fees and Tax Considerations

The costs of completing a merger in Greece vary significantly by deal size and complexity. The table below provides indicative ranges for each cost category.

Tax‑neutral treatment is one of the principal advantages of effecting a business combination as a statutory merger under Law 4601/2019 rather than as an asset purchase. The surviving company assumes the tax attributes, including carried‑forward losses, subject to conditions, of the dissolved entity. However, the tax neutrality depends on strict compliance with the formal procedure, so any departure from the statutory steps (for example, failing to register at GEMI within the prescribed period) can jeopardise the favourable tax treatment.

What Changes in the Merger Procedure in 2026

As of June 2026, several practical developments have refined the merger procedure in Greece compared with earlier practice:

• Expanded digital filing at GEMI. GEMI has progressively moved towards electronic submission of transformation documents. Industry observers expect that most merger‑plan filings and creditor‑notice publications are now accepted, and in many cases required, through the GEMI e‑portal, reducing processing delays associated with physical filings.
• HCC pre‑notification practice. The Hellenic Competition Commission has encouraged pre‑notification contacts (informal discussions before formal filing) for transactions that raise potential market‑definition or threshold questions. Early indications suggest this has shortened Phase I review times in practice for transactions where the parties engage proactively.
• Updated HCC market‑analysis expectations. HCC decisions issued in 2024 and 2025 have signalled that the Commission expects more detailed quantitative market‑share data and competitive‑effects analysis at the notification stage, particularly in sectors where digital platforms are active. Parties should budget additional time for preparing market‑definition exhibits.
• Cross‑border certificate alignment. Greece’s transposition of Directive (EU) 2019/2121 on cross‑border conversions, mergers and divisions has resulted in a more structured pre‑merger certificate procedure at GEMI, with specific documentary requirements and a defined issuance timeline. The likely practical effect is greater certainty for cross‑border merger planning.

Common Pitfalls When Merging Companies in Greece, and How to Avoid Them

• Missing the HCC notification threshold. Parties occasionally miscalculate group turnover or omit revenue from affiliated undertakings, resulting in a failure to notify a concentration that exceeds the €150 million / €15 million thresholds. Mitigation: instruct competition counsel to run a turnover analysis at the LOI stage, well before the merger plan is drafted.
• Incomplete creditor notice. Failing to publish the merger plan at GEMI or to allow the full one‑month creditor objection period can invalidate the procedure or result in a court injunction. Mitigation: diarise the publication date and do not convene the approving general meeting until the waiting period has expired.
• Delayed expert report. Independent valuation experts frequently require longer than anticipated, particularly where companies have complex asset bases (real estate, IP portfolios, foreign subsidiaries). Mitigation: engage the expert immediately after the indicative exchange ratio is agreed and before the merger plan is finalised.
• Labour‑notification gaps. Greek law requires the surviving company to honour existing collective agreements and notify EFKA of employee transfers. Overlooking sector‑specific collective agreements can create post‑merger employment disputes. Mitigation: include a dedicated employment due‑diligence workstream and instruct a labour‑law specialist.
• Failing to update IP assignments. Trademarks, patents and domain names registered in the name of the dissolving company must be re‑recorded with the relevant registries (Hellenic Industrial Property Organisation, domain registrars). Universal succession applies by law, but registries typically require formal notification and updated documentation.
• Under‑estimating adviser timelines. Running the corporate, competition and tax workstreams sequentially rather than in parallel extends the timeline substantially. Mitigation: appoint all advisers at the outset and run the HCC notification, creditor notice and shareholder meeting processes concurrently wherever the procedure permits.

Conclusion

Knowing how to merge companies in Greece means understanding both the corporate‑procedure requirements under Law 4601/2019 and the competition‑clearance process administered by the Hellenic Competition Commission. The critical success factors are early adviser engagement, parallel‑tracking of the corporate, competition and tax workstreams, and meticulous document preparation, particularly for the independent expert report, creditor notice filings and HCC turnover exhibits. With 2026 practice updates favouring digital GEMI filings and more rigorous HCC market‑analysis expectations, deal teams that prepare proactively will complete the merger procedure in Greece more efficiently and with fewer surprises.

Sources

1. Gov.gr, Business Transformations & Cross‑Border Business Transformations (Law 4601/2019)
2. Rokas Law Firm, Greece: Mergers & Acquisitions
3. Karatzas & Partners, Merger Control 2023
4. TaxLaw (Iason Skouzos), Mergers & Acquisitions Practice Overview
5. International Bar Association, Greece Negotiated M&A Guide 2022
6. Pilios & Partners, Mergers & Acquisitions Greece
7. Hellenic Competition Commission (HCC), Official Site
8. GEMI (General Commercial Registry)
9. ResearchGate, Mergers and Acquisitions in Greece