GEMI: Who are required to register, transitional provisions and the new Registers

Clarifications regarding the persons obliged to register in the General Commercial Register (GEMI), the transitional provisions and the new registers provided in law 4919/2022, include a circular signed by the Secretary General of Commerce and Consumer Protection Sotiris Anagnostopoulos.

In detail, according to the document posted on Diavgeia, instructions and clarifications are provided after the enactment of Law 4919/2022 (A ’71) regarding:

1) those required to register with the G.E.M.I.

2) the transitional provisions

3) the new Registers.

Following the enactment of Law 4919/2022 “Establishment of companies through One-Stop Services (YMS) and maintenance of the General Commercial Register (G.E.M.I.) – Incorporation of Directive (EU) 2019/1151 of Of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and procedures in the field of company law (L 186) and other urgent provisions “and the changes that have taken place in , regarding the obligors of registration in the G.E.M.I. and the creation of two new Registers (Μ.Μ.Ε.Ο.Δ and ΓΕ.Μ.Μ.Ε.Φ.), the following are specified:

1. Obligors of registration in the G.E.M.I.

According to the provisions of par. 1 of article 16 in G.E.M.I. are required: all legal and natural persons engaged in commercial activity, as well as their branches and in particular:

a) legal entities (Article 16, paragraph 1, indents a-k & oe)

b) sole proprietorships (Article 16, paragraph 1, indent p)

(c) branches or agencies of undertakings established in an EU Member State or in a third country (Article 16 (1) (l) n)

d) the branches of the enterprises having their registered office in the country (article 16, par. 3)

and optionally the Agricultural Cooperatives (article 16, par. 4).

Regarding the above subscribers, the following are noted:

a) The obligation to register the General and Limited Liability Company (single or in shares) Company still exists, while the general partners are no longer subject to the obligors to register with the G.E.M.I., therefore registered full partners are then from the G.E.M.I.

b) With regard to sole proprietorships, the person liable for registration requests his registration with Y.G.E.M.I. In order to establish that the selected activity of the natural person is commercial, the Services G.E.M.I. and the interested parties can consult the no. 44070 / 28-04-2022 (Β ́ 2226) decision of the Minister of Development and Investment, in the ANNEX of which are gathered all the KAD that correspond to commercial activity in ascending order and with an analysis that reaches codes 6-digit or 8-digit. It is clarified that only the listed KAD with the highest resolution is considered commercial. For example, 69.10.19.03 and 69.10.19.04 are included in the Annex and not the codes 69.10.19.01 & 69.10.19.02 which are not included in the Annex, nor, therefore, the code 69.10.19 in its entirety.

The above procedure will be applied until the implementation of the electronic start-up of the sole proprietorships (which will soon be available in the Single Digital Portal of Public Administration, gov.gr – EIP), during which the sole proprietorship that carries out commercial activity will automatically receive No. . Γ.Ε.ΜΗ. and will be registered in the Commercial Register.

c) The society of heirs is not a corporate entity and therefore does not register independently in the G.E.M.I., nor can it be transformed into any legal form. The heirs of a natural person who was a body of a sole proprietorship (heirs’ society), if they decide to continue the activity of the enterprise, have the obligation to establish a new company and to register it in the G.E.M.I.

d) Regarding the registration of domestic branches, the obligors should address the competent Y.G.E.M.I. of the head office of the branch until the electronic procedure is activated. Upon completion of the registration, the branch will receive a GEMI number, according to what is provided in par. 2 of article 22. It is pointed out that the domestic branches are not obliged to pay the annual GEMI fee.

e) It is reminded that regarding the legal entities of case a, obligors who for any reason have not completed their registration in the G.E.M.I., are obliged to submit a relevant application to the competent Y.G.E.M.I. submitting the required, as the case may be, legal, accompanying and supporting documents, as they are specified in the Annex of no. K1-1798 / 2012 (Government Gazette B ‘2660) of Ministerial Decision, given that from 01/10/2022 fines will be imposed for this omission (par. 1, article 50 and par. 4, article 64).

2. Transitional Provisions

a) Deletion of non-required registrants from the G.E.M.I. (Article 58 (3))

According to par. 3 of no. 58: “within six (6) months from the entry into force of the present, those who are registered in the G.E.M.I. and are not obliged to register in it, with the exception of the agricultural cooperatives of par. 4 of article 16, are automatically deleted from the GEMI fees are not sought from the above natural and legal persons. The necessary actions for their deletion are carried out by the Department of Support and Development of Information Systems GEMI and YM .Σ of Κ.Ε.Ε.Ε., which informs without delay about the completion of the deletion process after the expiration of the deadline of the first paragraph “.

In order to avoid cases of deletion of registered for whom the details of their activity do not appear accurately, the Y.G.E.M.I. are invited to inform in time the registered for deletion, in order to update their details, if required or to choose another legal form if they wish to remain registered in the G.E.M.I.

The natural or legal persons that are not obliged to register in the G.E.M.I. are entitled to request their deletion even before the expiration of the term of automatic deletion (07/10/2022), in this case the Y.G.E.M.I. proceeds immediately to the write-off of the applicant, as well as to the write-off of any financial debts arising from the registration in the G.E.M.I.

b) Businesses under the Ministry of Labor and Social Affairs.

According to par. 4 of article 64, Y.G.E.M.I. of the Ministry of Labor and Social Affairs will be operational by 01-10-2022. Until then, the registration in the G.E.M.I. carried out free of charge by Y.G.E.M.I. of Chambers.

3. Establishment of new Registers:

a) Register of Non-Commercial Economic Activity (M.M.E.O.D) (article 52)

b) General Register of Members of Scientific Bodies (GE.M.M.E.F.) (article 56)

For these new Registers, the Services of G.E.M.I. they have no responsibility for their observance and therefore do not have to take any action. For purely informative reasons we mention the relevant provisions of the law.

a) Μ.Μ.Ε.Ο.Δ

They are obligatorily registered in the distinct Register of Non-Commercial Economic Activity (M.M.E.O.D), which is kept in the information system of G.E.M.I .:

a) the associations of articles 78 to 107 of the Civil Code,

b) the institutions of articles 108 to 121 of the Civil Code;

(c) the fundraising committees referred to in Articles 122 to 126 of the Civil Code;

d) civil companies without legal personality of articles 741 to 783 of the Civil Code. It is pointed out that the registration of the above obligated members in the M.M.E.O.D. will be done free of charge and will be done automatically through interoperability with the information system OPSF. TAXIS at the beginning of their activity at the Tax Office.

For the existing entities, the data kept in the competent courts and TAXIS will be transferred. The procedure will be determined by a Joint Decision of the Ministers of Development and Investment and Justice and according to par. 4 of article 64 will be completed by 01.10.2022.

b) ΓΕ.Μ.Μ.Ε.Φ

According to article 56 of law 4919/2022, a General Register of Members of Scientific Bodies (GE.M.M.E.F.) is established, in which the natural persons who exercise free professional activity without carrying out commercial transactions are registered and are registered. to the following scientific bodies or their members:

– Technical Chamber of Greece

– Panhellenic Medical Association

– Plenary Session of Presidents of Greek Bar Associations

– Economic Chamber of Greece

– Hellenic Dental Federation

– Geotechnical Chamber of Greece

– Coordinating Committee of Notary Associations of Greece

– Federation of Bailiffs of Greece

– Panhellenic Veterinary Association.

It is clarified that with circumstance c) of article 59 the sub no. 90043 / 10-08-2021 decision of the Minister of Development and Investments “Determination of the Activity Code Numbers (K.A.D.) that correspond to commercial activity and non-commercial activity. Registration and publicity obligations of the natural persons registered in the General Assembly. .ΜΗ. Based on Κ.Α.Δ. (Β ‘4066) “, which provided for the mandatory registration of natural persons exercising economic non-commercial activity in a sub-register of G.E.M.I.

The GE.M.M.E.F. will be kept outside G.E.M.I., in an information system that will be jointly developed by the scientific bodies. Those interested who wish to ask their questions regarding the operation of GE.M.M.E.F., are kindly requested to address the competent scientific bodies, to which they belong.

Source: AMPE