Pleasure Craft Maritime Companies (N.E.P.A.)
Legislation, Establishing Procedure, Taxation
Mrs. Kasatkina–Kouskou Svetlana, lawyer, provides full legal support on the preparation, the issuing of all the documents and the fulfillment of all the legal requirements in the process of establishing Shipping Companies in Greece. The law office of Mrs. Kasatkina–Kouskou guarantees the credibility and the legality of the transactions in Greece for foreign businessmen and investors.
The Pleasure Craft Maritime Companies are governed by the Law 3182/2003 (Government Gazette 220/12.09.2003).
The Pleasure Craft Maritime Company (N.E.P.A.) is a commercial company which has the exclusive business purpose of owning, using, operating or managing recreational vessels under the Greek flag which are defined as professional ships. According to the provisions of the Law, the establishment of companies of other legal forms – except N.E.P.A. – with the same activity and purpose, is not excluded.
The article of incorporation of N.E.P.A. shall be in writing by at least two founders and entered in the Greek Registry of Pleasure Craft Maritime Companies. N.E.P.A. acquires its legal personality by registration of its article of incorporation in the above-mentioned Registry.
The article of incorporation shall contain provisions for:
a) the business name, the company headquarters, the business purposes and the duration of the company,
b) the capital and the shares of the company,
c) the board of directors, the general meeting of shareholders and their powers,
d) the rights of shareholders,
e) the dissolution and liquidation of the company's property.
The board of directors manages and represents the Pleasure Craft Maritime Company (NEPA) and it is composed of at least three members – shareholders or not. The members of the first board of directors shall be indicated by the article of incorporation of the company.
The business name of a Pleasure Craft Maritime Company (NEPA) shall include the words “Pleasure Craft Maritime Company” or the initial letters of those words “N.E.P.A.” as well as the distinctive mark (the trademark) by means of which the confusion with another company would be avoided. For the convenience of company’s international trade, its business name may be translated in a foreign language in an accurate translation.
The headquarters of the company shall be registered in a Greek Municipality or a Greek Community.
The Pleasure Craft Maritime Company (NEPA) has a certain duration, which is specified in article of incorporation. The duration can not be longer than thirty years.
For the establishment of a Pleasure Craft Maritime Company (NEPA) the amount of ten thousand euros (10.000) is required as the minimum capital. The initial charter capital of NEPA is formed by its founders and shall be invested in full, in cash, at the company's fund when establishing.
The nominal value of each share may not be less than 1,00 euro.
The Hellenic Ministry of Mercantile Marine (Y.E.N.) keeps a special registry in which all the Pleasure Craft Maritime Companies (NEPA) are registered. The article of incorporation of the company and all the other documents submitted for the registration of the company are kept in the company's file at this Registry.
The article of incorporation of the company which is submitted for registration in this Registry shall be signed by the founders. The authenticity of their signature shall be validated by a public authority or a notary. This validation of the authenticity of the signatures by a public authority or a notary is required also for authorized persons who shall issue copies of the Minutes of the company bodies, submitted for registration.
S.A. Corporations can be converted into Pleasure Craft Maritime Companies (NEPA) by a decision of their general meeting of shareholders, taken pursuant to the provisions of the paragraphs 3 and 4 of the article 29 and the paragraph 2 of the article 31 of the Law 2190/1920. By the decision of converting the article of incorporation of the company that is converted is also adapted to the provisions of the above-mentioned law. The decision to convert, which is contained in the article of incorporation of the company, adapted as above, shall be approved under the provisions of the Law 2190/1920 and registered in the Registry of S.A. Companies and the Registry of N.E.P.A. Notice of this decision shall be published in the Bulletin of S.A. Corporations and Limited Liability Companies of the Government Gazette. After the completion of these formalities, the converted company shall be deleted from the Registry of S.A. Corporations and continue its existence as a Shipping Company (NEPA).
Limited Liability Companies can also be converted into Pleasure Craft Maritime Companies (NEPA) by a decision of the general meeting of partners, adopted in accordance with the provisions of Law 3190/1955. By the decision of converting the article of incorporation of the company that is converted is also adapted to the provisions of the above-mentioned law. The decision to convert, which is contained in the article of incorporation of the company, adapted as above, shall be registered in the Registry of Pleasure Craft Maritime Companies (N.E.P.A.) and notice of this decision shall be published in the Bulletin of S.A. Corporations and Limited Liability Companies of the Government Gazette. After the completion of these formalities, the converted company shall be continued as a Pleasure Craft Maritime Company (NEPA).
The conversion of a Pleasure Craft Maritime Company (N.E.P.A.) into another legal form is not permitted.
Taxation of Pleasure Craft Maritime Company (N.E.P.A.)
Pleasure Craft Maritime Companies, apart from the stamp duty, are exempted from paying taxes, fees and all other charges payable to the State or third parties on the following:
a) distribution of profits and net liquidation proceeds, except for fees or salaries paid to the members of the board which are subject to income tax,
b) capital withdrawals and the related payment receipts,
c) records kept in the company’s books, documentation brought to Greece and other documents relating to the company's operations abroad,
d) deposits and shareholders' loans to the company. The exemption does not extent to the income tax for the company's interest on deposits and the interest earned from loans granted by the shareholders to the company,
e) capitalization of the profits and
f) profits left by the shareholders for the further turnover.
Regarding the capital accumulation tax the existing law provisions shall be applied.
The Pleasure Craft Maritime Companies (N.E.P.A.) that manage or operate recreational vessels belonging to third parties, shall keep C category accounting books and shall bear all the obligations under the Code of Books and Records. The above-mentioned exemptions shall not apply to the income tax of the third party. The Pleasure Craft Maritime Companies (N.E.P.A.) that own recreational vessels are required to keep a book of incomes and expenses in Greek language, issue, receive and store transaction documents that are mentioned in the above Code, as well as to submit provided by law statements and tax information to the Director of the competent Public Financial Service.
The provisions relating to delay of payment of the import fee and to exemption from paying Value Added Tax (VAT) and other taxes provided by the Article 42 of the above-mentioned Law shall apply to the recreational vessels identified in accordance with the provisions of Law 2743/1999 as professional ships, the ownership, operation or management of which belong to a Pleasure Craft Maritime Company (N.E.P.A.).