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Open a SPV Company in Greece

Open a SPV Company in Greece

SPV company refers to a special purpose vehicle or special purpose entity/company that is set up by a parent company with the purpose of isolating the parent company from certain financial risks associated with the investments made by the SPV company

If you want to open a SPV company in Greece, you can find out the entire procedure and your obligations upon incorporation from our team of consultants, who can offer tax advice for this company type. 

What are the characteristics of the SPV company?  

SPV company defines a legal entity that is separate from the parent company which creates the SPV. The SPV is generally set up for a specific purpose (hence, its name) which can be a short-term one, such as a single investment in a certain project. 

This is done so that the parent company, which is the main investor of the SPV, and also the main entity responsible for providing the necessary capital for the investment, can minimize the risks associated with the respective project (therefore, the SPV is a vehicle for securitization of assets).  

 Quick Facts  
 SPV company – definition 

The SPV company refers to a special purpose vehicle that is used by a parent company for the purpose of separating a part of the company’s assets from certain financial risks (known as securitization).

These assets can be secured even in the case in which the parent enters a bankruptcy situation. 

 The main investor of a SPV 

 The parent company securing the assets (the SPV can act as a type of subsidiary). 

 Securitization law in Greece 

 Law 3156/2003 – the Securitization Law.  

 EU law applicable in Greece (yes/no)   Yes (Greece transposed in its national law EU legislation).
 EU law on securitization 

 Regulation (EU) 2017/2402

 Types of assets suitable for securitization purposes 

 Investors can open a SPV company in Greece that can secure  receivables and real estate assets.  

 Advantages of an SPV 

– isolating financial risks;

– direct ownership;

– straightforward registration procedure.  

Parties involved in a  SPV company   

 The parent company, other investors (equity investors, debt investors), third party agencies. 

Maximum number of investors in a SPV  

 The number of investors who can open a SPV company in Greece is limited to 150. 

Legal entity used for the incorporation of an SPV company    Joint stock company (societe anonyme – Anonymos Eteria). 
 Duration of the incorporation process 

 The incorporation of the legal entity can be completed in around 1 week. 

 Institution in charge with the SPV registration 

 The SPV is registered with the Greek General Commercial Registry, just like any other legal entity. 

 Capital requirements 

EUR 25,000  

 Managing body of an SPV 

The board of directors  

 Is it necessary to obtain a specific license?    No, the SPV does not need a specific license issued for this activity. 

Given that the company is incorporated as a separate legal entity, it will hold its own balance sheet, different than the one of the parent company, and it will also have its own assets and liabilities. 

If you want to open a company in Greece as a SPV, you must observe the legislation in the field, which can also be detailed by our team of consultants. In the list below, we invite you to discover some of the key aspects of the securitization legislation in Greece:

  • the Greek securitization law is given by the Law 3156/2003;
  • additionally, investors who will start the process of company registration in Greece for a SPV company must also observe the rules of the Greek Law 4354/2015, regulating non-performing loans in the securitization market;
  • the Greek legislation also provides a legal framework for the types of assets that can be securitized – there is a special law which regulates the securitization of state receivables (the Law 2801/2000);
  • additionally, specific rules on securitization derive from the Greek Civil Code, Articles 513 and 455;
  • the EU legislation on securitization (Regulation (EU) 2017/2402 of the European Parliament and of the European Council of 12 December 2017) is implemented into the national law of Greece

Legal entity for a Greek SPV company

One of the main aspects to clarify when setting up a company in Greece as an SPV business is the legal entity under which this company can operate. In Greece, the sole suitable option is the joint stock company (Anonymos Eteria).

The Greek joint stock company is incorporated and operates following the rules of the Law 4548/2018. The legislation stipulates that the company can be incorporated by 1 or more shareholders, who can be either individuals or companies.

The company’s name must include the words “Anonymos Eteria” in Greek or the abbreviation “A.E”, but when completing various transactions with international clients and business partners, the company’s name can include the words “Societe Anonyme” or “S.A”.

In the case in which a single investor will open a company in Greece as an AE, then the company’s name must also include the expression “Single Member”. You can refer to our team of specialists in Greek company formation if you want to receive legal assistance for the registration of this company type.

What types of assets can be used for securitization purposes in Greece?

SPV company in Greece can invest specific types of assets, in accordance with the applicable legislation. In Greece, there are 2 main categories of securitization assets, namely trade receivables and real estate assets. 

When setting up a company in Greece as a SPVour specialists can provide in-depth details on the assets that can be included in the 2 categories. Our team invites you to watch a short video presenting how to register a Greek SPV company:

Who are the parties involved in securitization in Greece?  

Securitization is a complex procedure that involves many parties. In Greecesecuritization is generally employed as a risk-minimizing solution by banking institutions, although other types of entities can also opt for a SPV company.  

One of the main parties is the SPV company, which acts as an entity that acquires the receivables and as the entity which issues the notes that secure the receivables. Another entity involved is the servicer of the receivables, which must be an entity that is approved by the National Bank of Greece

Another party refers to the investors, who will purchase the notes issued for the receivables owned by the SPV company. In Greece, the maximum number of investors who can participate in this procedure is limited to 150. 

What are the institutions supervising SPV vehicles?

Setting up a company in Greece as a SPV implies that the company will follow a set of domestic rules and regulations, as well as various laws that are established at an EU level. The latter are applied in Greece, given the country’s membership to EU.

These rules of law, both domestic and European, are applied by various bodies. In Greece, one of the institutions overseeing the activities of this type of company is the Hellenic Capital Markets Commission (HCMC). The HCMC is responsible for the supervision of the SPV operations.

Supervisory powers are also exercised by the National Bank of Greece. European institutions can also get involved in the supervision and/or certification of SPV companies. Here, the Single Supervisory Mechanism (SSM) of the European Central Bank can get involved, along with the European Securities Markets Authority (ESMA).

Due diligence

It must be noted that due diligence measures apply in the case of institutional investors participating in an SPV company. Provided that institutional investors are involved, then the legislation stipulates that due diligence measures are in force, as per the rules of the EU Securitization Regulation.

Sanctions and penalties

The Greek legislation also prescribes the types of sanctions and penalties investors and other parties involved in Greek SPV can have when breaching their obligations or various formalities, rules and regulations. Such sanctions can come in the form of temporary bans of activity, public disclosure of the infringement, or fines up to EUR 5 million.

Our team can assist you throughout the entire registration procedure and can also offer post-incorporation services, especially designed for the needs of a SPV company. There are other matters that are important for the registration and functioning of an SPV company, and we invite you to contact our team of Greek company formation specialists.