Share Acquisitions and Asset Acquisitions under Greek Law

The acquisition of an operating business in Greece may be implemented through the purchase of shares or corporate interests in the undertaking conducting the business, or through the acquisition of selected assets and contractual relationships. The legal and economic consequences of these structures depend on the nature of the undertaking, the composition of its assets and liabilities, the existence of regulatory authorisations and the extent to which operational continuity is required.

A share acquisition results in a change in the ownership of the relevant corporate interests while the target company generally continues as the same legal person. Its contractual rights, debts, employment relationships and administrative authorisations ordinarily remain vested in that entity, subject to contractual provisions or statutory requirements relating to changes of control. Historical liabilities therefore remain within the acquired company, with the purchaser's protection depending substantially on due diligence, contractual warranties, indemnities and other negotiated arrangements.

An asset acquisition involves the transfer of identified assets or business components in accordance with the rules applicable to each category of property or right. Real estate transfers generally require notarial documentation and registration, while the assignment of contractual rights, transfer of intellectual property or assumption of obligations may require separate formalities and third-party cooperation. Certain licences may be transferable only upon approval or may require the purchaser to obtain authorisation in its own name.

The parties must also examine the application of mandatory rules governing transfers of undertakings and the protection of employees. Where a transaction constitutes a transfer of an economic entity retaining its identity, Presidential Decree 178/2002 may result in the transfer of employment-related rights and obligations to the transferee. The contractual designation of the transaction as an asset purchase does not determine the applicability of these provisions.

Separate consideration must be given to tax liabilities, transfer duties, indirect taxation and statutory rules affecting the succession or allocation of obligations. Depending on the nature of the business and the assets transferred, purchasers may face exposures that cannot be excluded merely through an agreement with the seller.

Corporate reorganisations under Law 4601/2019 may offer an additional mechanism for implementing acquisitions or reorganising the target's activities, subject to the relevant corporate formalities and the applicable tax provisions. The suitability of such arrangements requires transaction-specific examination.

The choice between a share acquisition and an asset acquisition should be based on the legally achievable transfer perimeter, the allocation of historical liabilities and the regulatory requirements applicable to the intended business activities. The selected structure must be capable of delivering the purchaser's commercial objectives without creating unresolved ownership, licensing or continuity risks.

This article is general information and not legal advice. For advice on a specific matter, contact us.