- within Corporate/Commercial Law, Intellectual Property and Consumer Protection topic(s)
- in European Union
Our Corporate Briefing analyses the developments concerning the 1‰ Duty to the HCC, including:
A. Clarifications
B. Transformations
C. Key Takeaways
Article 42 of Law 5255 /20251 (the Law) amends Article 17 of Law 3959/20112 on the duty calculated on the share capital of Sociétés Anonymes (SAs) payable to the Hellenic Competition Commission (HCC).
Article 17 provides that a duty of one per mille (1‰) is payable to the HCC by newly incorporated SAs or SAs which have increased their share capital. The duty is calculated on the amount of the initial share capital or the increase amount.
The Law clarifies that for the purposes of calculating the duty payable, the term share capital shall also include any amount arising from the issuance of shares above par.
The duty cannot be avoided by relying on any exemptions from taxes, duties, contributions, charges or other impositions in favor of the State, legal entities governed by public law or third parties in general, which may be provided for under development laws or other preferential provisions.
A. Clarifications
Following the amendment to Article 17 of Law 3959/20, the Ministry of Development issued Circular 21324/12.03.2026 clarifying that:
1. Article 17 of Law 3959/2011 applies only to SAs and not to Limited Liability Companies or Private Companies or Partnerships;
2. the main change is that the one per mille (1‰) duty is calculated on the whole amount of the initial share capital or the increase amount, including any amount arising from the issuance of shares above par; and
3. the duty is payable also in cases where the initial share capital or the share capital increase results from a transformation, merger, split or conversion.
B. Transformations
Below is a table indicating what the duty is calculated on in the case of each type of transformation. In all these cases, the net equity is determined in the Evaluation Report of Article 17 of Law 4548/2018.
| Type of Transformation | Duty Calculated On |
| split with the incorporation of a new SA | the amount of the positive net equity of the contributed sector |
| merger with the incorporation of a new SA | the total amount of the positive net equity of the merged companies |
| increase of the share capital of an SA resulting from a merger with absorption | the net equity of the absorbed company |
| increase of the share capital of an SA resulting from a split with absorption | the net equity of the absorbed sector |
| increase of the share capital of an SA resulting from a conversion | the positive net equity of the converted company |
C. Key Takeaways
In light of the above, the basis upon which the one per mille (1‰) duty payable to the HCC is calculated is broadened and clarified. Consequently, this duty may be considered as an expense factor in various corporate actions throughout the lifecycle of an SA.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
