Best Merger & Acquisition Lawyers in Arta

About Merger & Acquisition Law in Arta, Greece

Merger and acquisition activity in Arta follows national Greek and European Union rules. Arta is a regional hub in Epirus with a mix of agribusiness, light manufacturing, logistics, tourism related services, and family owned companies. Transactions typically involve the purchase of shares or assets, domestic mergers under Greek corporate transformation law, or cross border combinations where EU rules apply. While the legal framework is centralized, execution on the ground in Arta often turns on practical items like local land and planning checks, availability of notaries and translators, and close coordination with the General Commercial Registry known as GEMI.

Most private company deals are structured around Greek company forms such as A.E. société anonyme and I.K.E. private company. Public deals involving listed companies are more regulated and trigger takeover bid and market transparency rules. Competition filings, sector approvals, tax planning, and employee transfer rules are common issues in many Arta transactions regardless of size.

Why You May Need a Lawyer

A lawyer helps you navigate risk and ensure compliance before, during, and after a transaction. In Arta, common reasons to engage legal counsel include negotiating term sheets, non disclosure agreements, and share or asset purchase agreements, conducting legal due diligence on corporate standing, contracts, permits, litigation, real estate, intellectual property, data protection, and employment, structuring the deal for tax efficiency and regulatory clearance, preparing statutory documents for mergers and demergers under Greek law, handling filings with GEMI, the Hellenic Competition Commission, and sector regulators where needed, arranging notarial deeds and certified translations, managing employee transfers and consultation duties, reviewing environmental and planning matters for plants, warehouses, and agricultural facilities in the Arta area, verifying titles and encumbrances through the Land Registry and Hellenic Cadastre, and planning for post closing integration and dispute resolution. Even smaller deals benefit from early legal input to avoid delays, hidden liabilities, and penalties for missed filings or gun jumping.

Local Laws Overview

Company law. Corporate form and governance are mainly governed by Law 4548-2018 for sociétés anonymes A.E., Law 4072-2012 for private companies I.K.E. and partnerships, and Law 3190-1955 for limited liability companies E.P.E. The General Commercial Registry GEMI records corporate actions. Share transfers in A.E. and I.K.E. are usually by private agreement with signatures verification, while certain transformations and resolutions require notarial deeds and GEMI publication. Listed companies use dematerialized shares through the central securities depository.

Transformations, mergers, and demergers. Law 4601-2019 sets the framework for domestic mergers, divisions including hive down and spin off, and conversions between legal forms. Cross border mergers, conversions, and divisions follow EU rules as transposed in Greece including the mobility rules implemented by Law 5055-2023. These procedures require a draft terms of merger or division, directors reports, auditor or expert reports in many cases, shareholder approvals with qualified majorities, creditor protection steps, and GEMI registration. Notarial formalities and timing are important planning items.

Takeover bids and listed company rules. Public M&A is governed by Law 3461-2006 on public takeover bids and supervised by the Hellenic Capital Market Commission. A mandatory bid is triggered when a person acquires control, generally at or above one third of voting rights, unless an exemption applies. Squeeze out and sell out rights typically arise at 90 percent. Ongoing major holdings disclosures under Law 3556-2007 apply at threshold crossings such as 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, one third, 50 percent, and two thirds.

Competition law. Greek Law 3959-2011 governs concentrations. A filing to the Hellenic Competition Commission is mandatory if the combined worldwide turnover of all undertakings is at least 150 million euros and at least two undertakings each have Greek turnover above 15 million euros. There is a standstill obligation until clearance. Phase I review usually concludes within about one month, with Phase II for complex cases taking longer. The EU Merger Regulation applies to large concentrations with an EU dimension, which are filed to the European Commission rather than nationally.

Employment and TUPE. Presidential Decree 178-2002 implements the EU transfer of undertakings rules. In an asset deal or a merger where a business unit continues, employees automatically transfer with acquired rights, and information and consultation duties apply. Collective redundancies and changes to terms follow Greek labor law, including Law 1387-1983 for large workforce reductions. Social security is administered by EFKA.

Tax. Key statutes include the Income Tax Code Law 4172-2013 and the Tax Procedure Code Law 4174-2013. Share deals are generally VAT exempt. Asset deals can be subject to VAT or to real estate transfer tax for property transfers. A transfer of a business as a going concern is typically outside VAT but may attract stamp duty in some cases. Sellers may owe capital gains tax on share or asset disposals. Preferential tax regimes can apply to reorganizations that meet statutory conditions. Local real estate taxes and municipal levies should be factored into Arta assets.

Regulated sectors. Banks and financial institutions require Bank of Greece fit and proper approvals for qualifying holdings. Energy and utilities may need Regulatory Authority for Waste, Energy and Water approvals and grid or license consents. Telecoms fall under the Hellenic Telecommunications and Post Commission. Food processing and agribusiness may require sanitary, environmental, and facility permits from regional authorities. These can be determinative in Arta given the local industry mix.

Real estate, planning, and environment. Title checks involve the Land Registry or the Hellenic Cadastre office serving Arta. Zoning, building permits, forestry classification under Law 998-1979, and protections in Natura 2000 areas around the Amvrakikos gulf region can affect feasibility and timing. Archaeological protections are important in Epirus. Works on or near protected sites require coordination with the Ministry of Culture and the local Ephorate of Antiquities of Arta.

Data protection. Due diligence and data rooms must comply with the GDPR and Greek data protection rules. The Hellenic Data Protection Authority supervises compliance, and data sharing during a deal should follow minimization and confidentiality principles.

Formalities and language. Many corporate acts require Greek language documents. Foreign documents often need apostille or consular legalization and certified translation. Notarial deeds are required for certain resolutions and transformation plans. Electronic filings through GEMI are standard, but in person steps with local notaries and tax offices may still be needed.

Foreign investment. Greece does not currently operate a general horizontal foreign direct investment screening regime. Sector specific approvals and standard antitrust reviews still apply. Investors should check for any new screening measures before closing.

Frequently Asked Questions

What are the common M&A structures used in Arta

Most deals are either share purchases where the buyer acquires the company owning the business, asset purchases where specific assets and contracts are transferred, or statutory mergers or hive downs under Law 4601-2019 for reorganizations. Cross border mergers or conversions are also possible under EU rules. The choice depends on risk appetite, tax profile, licenses, and whether contracts and permits are assignable.

When is a merger notified to the Hellenic Competition Commission

A concentration must be notified if all undertakings together have worldwide turnover of at least 150 million euros and at least two undertakings each have turnover in Greece above 15 million euros. Filing occurs after signing or public announcement but before implementation, and the deal cannot close until cleared. Small local deals in Arta often fall below thresholds but should still be screened.

Do employees transfer automatically in an asset deal

Yes, if the deal transfers a going concern or business unit that retains its identity, Presidential Decree 178-2002 applies and employees assigned to that unit transfer by law with acquired rights. The buyer must honor terms and recognize seniority. Information and consultation with employee representatives is mandatory. If only assets are cherry picked without a functional unit, TUPE may not apply, but this needs careful analysis.

What due diligence is essential for companies based in Arta

In addition to standard corporate, contracts, finance, litigation, IP, data protection, and employment reviews, local checks are key. Verify title at the Land Registry or Cadastre, building permits, zoning, and any forestry or archaeological restrictions. Confirm environmental permits for food processing, storage, or industrial sites. Review municipal fees, water use rights, and compliance with health and safety standards common in agribusiness and logistics sectors.

Are notarial deeds required for all M&A documents

No. Share purchase agreements for A.E. and I.K.E. companies are often private documents with signatures verification. However, statutory mergers, demergers, certain amendments, and transformations under Law 4601-2019 must be executed by notarial deed. Some companies such as E.P.E. and transactions involving real estate may also require notarial form. Always confirm form requirements before signing.

What taxes apply to share and asset deals

Share deals are usually exempt from VAT, with sellers potentially facing capital gains tax under Law 4172-2013. Asset deals may be subject to VAT, or to real estate transfer tax for property, along with possible stamp duty on certain contract types. A transfer of a business as a going concern is generally outside VAT but requires careful scoping. Municipal levies and real estate taxes in Arta should be included in your model.

How long does a simple private M&A deal take in Greece

For private companies with minimal regulatory approvals, a well prepared deal can sign and close in 6 to 12 weeks, factoring in due diligence, negotiation, GEMI filings, and any tax clearances. If competition filing, sector approvals, or complex property due diligence are required, timing can extend to several months. Statutory mergers have set procedural steps that typically take 2 to 4 months or longer.

What are the public takeover rules if the target is listed

Acquiring control at or above one third of voting rights triggers a mandatory bid to all shareholders unless an exemption applies. The bidder must offer a fair price and follow strict timelines, disclosure, and funding rules set by Law 3461-2006 and supervised by the Hellenic Capital Market Commission. At 90 percent, squeeze out and sell out rights usually arise.

Do we need sector approvals for Arta based assets

Sector approvals depend on the business. Banks and payment institutions require Bank of Greece consent for qualifying holdings. Energy, water, and waste projects may need approvals from the relevant regulator. Telecom assets involve the communications regulator. Food and agribusiness operations require health, sanitary, and environmental permits from regional authorities. Confirm transferability of licenses early because this can be a critical path item.

What deal documents must be filed publicly

Corporate resolutions, transformation plans, merger or division terms, and certain agreements or summaries must be filed to GEMI for effectiveness and publicity. For listed companies, market disclosures and prospectus or offer documents may be required. Asset purchase agreements are generally private, although real estate transfers are recorded with the Land Registry or Cadastre. Always prepare redacted versions where appropriate to protect confidential terms.

Additional Resources

General Commercial Registry GEMI for company filings and corporate records. Hellenic Competition Commission for merger control guidance. Hellenic Capital Market Commission for takeover bids and listed company disclosures. Independent Authority for Public Revenue AADE for tax rules and clearances. Bank of Greece for financial sector approvals. Hellenic Data Protection Authority for GDPR compliance. Hellenic Cadastre and local Land Registry offices for title and encumbrance checks. Regional Unit of Arta and Municipality of Arta for local permits and planning. Ephorate of Antiquities of Arta for archaeological consents. Arta Chamber of Commerce and Industry for certificates and local business support.

Next Steps

Define your objectives early. Decide whether you want to acquire shares, assets, or complete a merger. Consider how the structure affects tax, liability, licenses, and employees.

Engage advisors. Retain a Greek M&A lawyer with experience in Arta, a financial advisor, and tax counsel. If real estate is involved, add a technical and environmental engineer for site checks.

Prepare information. Gather corporate documents, financials, key contracts, permits, employee data on a no names basis, IP registrations, and property files. Set up a secure data room that complies with GDPR.

Run legal and regulatory screening. Check merger control thresholds, sector approvals, foreign ownership limits if any, and listing rules. Map the timeline for clearances and the standstill obligations.

Plan documentation and formalities. Align on a letter of intent and exclusivity, negotiate the purchase agreement or merger plan, and schedule notarial deeds where required. Arrange certified translations and apostilles for foreign documents.

Budget timing and costs. Coordinate GEMI filings, tax registrations, and land registry recordings. Build in time for employee information and consultation and for any environmental or archaeological permissions in the Arta area.

Close and integrate. Prepare closing deliverables, escrow or financing arrangements, and post closing notifications. Implement integration plans that respect local permits, labor rules, and compliance.

This guide provides general information only. For advice on your specific transaction in Arta, consult a qualified Greek M&A lawyer.