The draft law on GEMI is in public consultation

The Ministry of Development and Investments submitted to public consultation the draft law entitled “Establishment of companies through One-Stop Services (YMS) and keeping the General Commercial Register (G.E.M.I.) – Incorporation of Chapter III of Directive (EU) 2017/1132, as amended by Directive 2019/1151 of the European Parliament and of the Council of 20 June 2019 on the use of digital tools and procedures in the field of company law (L 186) “.

The public consultation will end on February 5, 2022, Saturday at 20:00.

The object of the law is the enactment of provisions that will allow the reduction of the time and the cost of setting up a company through the electronicization of the procedures and the interconnection of the information systems G.E.M.I. and Y.M.S. with other state registers, as well as with the interconnection system of the business registers of the Member States of the European Union (SDIME – BRIS). At the same time, the object of the law is the creation of a clear and simplified framework for the registration and publication in the General Commercial Register (G.E.M.I.) of the acts of declarations or data of companies that require commercial publicity, as well as the institutionalization of one, distinct from C. Ε.Μ.Η., Register of Non-Commercial Economic Activity (Μ.Μ.Ε.Ο.Δ.), in order to be able to record all the economic activity in the country in electronic registers.

Among other things, the draft law that the interested parties will find on opengov.gr provides the following:

Company formation process

1. For the establishment of a company, the founders concerned, or the person legally authorized for this purpose, shall proceed in paper or electronic form, by the following actions:
a) They submit a legally signed application for authorization to the Y.M.S. to carry out the necessary actions for the establishment of the company and the necessary data and documents for this purpose,
b) legally sign the company agreement or the articles of association of the company;
(c) pay the Single Set-up Fee fee and, where required, the Competition Commission fee.

2. If they participate in the company under establishment as shareholders or partners or members of the management of the company, foreign legal entities, which do not have a Tax Registration Number (TIN), it is attributed by the Y.M.S. through the interoperability of the information systems Y.M.S. and TAXIS.

3. If the operation of the company requires notification of activities, it is carried out, in accordance with the provisions of Law 4442/2016 (A ‘230), after its establishment.

4. The same or at the latest on the next working day from the receipt of the applications, data and documents required for the establishment of the company, the YMS: a) Checks the application for the establishment of a company, in terms of identity verification of the applicant, either in person or by means of electronic identification, his / her legal capacity and legitimacy to apply for or set up the company, b) checks the completeness of the data and documents submitted by the applicant and the corporate contract) or the articles of association regarding the data that may lead to the invalidity of the company’s incorporation, c) ascertains whether there are grounds for exclusion of directors, d) conducts a pre-audit of the name and the distinctive title and approves their use, by accessing the National Register (E) monitors the payment of the Single Establishment Fee fee and the fee in favor of the Competition Commission, provided the second is required.

5. If from the control carried out by Y.M.S. If the application, the supporting documents, the partnership contract or the articles of association or the proposed name or distinctive title do not meet the requirements of the legislation, the interested parties are invited by e-mail to make the necessary clarifications, corrections or corrections within five working days from the receipt of the relevant invitation. If the above deadline expires without action or the data, despite their timely submission, still do not meet the requirements of the law, the application to establish a company is rejected.

6. After the completion of the audits, the Y.M.S. digitizes and stores in the system the submitted documents and registers the required data in the information system YMS, which, through the connection and the access to relevant electronic files, automatically performs the following actions: a) Gives a Unique European Identifier ( EUID), GEMI number, Registration Code (K.A.K.) of the establishment and a pair of user code and password for the company to access the GEMI information system, b) creates an electronic file and electronic portion of the company in the G.E.M.I., c) returns A.F.M. to the company and registers it in the tax register, d) grants a temporary TAXIS key number to the company. Using the temporary key number, the company, by its own actions, receives the final key number, through the application of the Integrated Tax Information System TAXIS, e) registers the company in the register of employers kept at the Electronic National Social Security Agency and returns Α.Μ.Ε.), where required, according to the insurance legislation f) issues a digitally signed copy of the company incorporation announcement, an integral part of which is the company contract or the company’s articles of association, g) registers the company in the register of the competent chamber, h) issues a receipt for the payment of the Single Company Establishment Fee fee and, where required, of the fee in favor of the Competition Commission of the fee in favor of the Competition Commission to it, and j) sends it e-mail information to those appointed as members of the administration and management, who do not have the status of founder.

7. After the completion of the actions, the company is established and operates legally.

One Stop Services (YMS) for the establishment of companies

As “One-stop services (YMS)”: for the establishment of companies are defined, as the case may be: a) the Y.G.E.M.I. of the chambers, b) the special Y.G.E.M.I. of the Ministry of Development and Investment, c) the special Y.G.E.M.I. of the Ministry of Labor and Social Affairs, for the establishment of Social Cooperative Enterprises and Employees’ Cooperatives and Limited Liability Social Cooperatives, d) the certified notaries who have been authorized to operate as Y.M.S. and have been included in the register of certified users of Y.M.S.

2. It is allowed to set up companies by electronic means, without the mediation of Y.M.S. through the “One Stop Electronic Service” (e-YMS) but use of the e-YMS. can only be done by the founders of the company or persons legally authorized by them for this purpose.

Source: AMPE