Navigating the New GEMI Penalty Framework: Legal Compliance and Strategic Guidance

On 8 July 2025, Joint Ministerial Decision no. 46982/18.06.2025 of the Ministries of National Economy & Finance and Development established the long-anticipated penalty regime for GEMI violations under Article 50 of Law 4919/2022. For the first time, detailed fines are introduced for omissions, delays, and failures relating to the incorporation, registration, and publication of corporate information in the General Commercial Register (GEMI).

The decision applies to all Greek legal entities—including Sociétés Anonymes (S.A.), Limited Liability Companies (E.P.E./LLC), Private Companies (I.K.E.), General Partnerships (G.P.), Limited Partnerships (L.P.)e delle branches of foreign entities—and is effective from 1 January 2026, following a transitional grace period until the end of 2025.

Transitional Grace Period

• Until 31 December 2025, companies can correct outstanding omissions without financial penalties.

• From 1 January 2026, fines will be fully enforceable.

• GEMI authorities will implement upgraded IT systems by September 2025, enabling automated detection of violations through links with the Independent Authority for Public Revenue (AADE).

Numerical Overview of Fines

The new framework introduces graduated fines depending on company type, size (large, medium, small, very small), and the nature of the violation.

Key Violations and Sanctions:

• Omission of mandatory information (Article 6 M.D.):

  • Any company registered under GEMI Secretariat: €500

  • S.A./S.E.: €200

  • I.K.E./LLC: €120

  • G.P./L.P.: €100

• Late submission of applications (Article 7 M.D.):

  • Any company: €500

  • S.A./S.E.: €200

  • I.K.E./LLC: €120

  • G.P./L.P.: €100

• Failure to register with GEMI (Article 5 M.D.):

  • Any company under Secretariat: €10,000

  • S.A./S.E.: €2,000

  • I.K.E./LLC: €1,200

  • G.P./L.P.: €1,000

• Failure to publish financial statements (Article 10 M.D.):

  • Listed companies: €100,000

  • Non-listed companies:

    • Large: €100,000

    • Medium: €50,000

    • Small: €25,000

    • Very small: €10,000

  • Partnerships with share capital:

    • Large: €10,000

    • Medium: €5,000

    • Small: €2,500

    • Very small: €1,000

• Infringements related to company trade name (Article 11 M.D.):

  • Listed companies: €2,000

  • Non-listed companies:

    • Large: €2,000

    • Medium: €1,000

    • Small: €500

    • Very small: €400

  • Partnerships: as low as €200

• Other omissions in mandatory registration (Article 9 M.D.):

  • Listed companies: €2,000

  • Non-listed companies:

    • Large: €2,000

    • Medium: €1,000

    • Small: €500

    • Very small: €400

  • Partnerships: as low as €200

• Infringements during company incorporation via e-Y.M.S. (Article 4 M.D.):

  • S.A./S.E.: €5,000

  • I.K.E.: €2,000

  • G.P./L.P.: €500

Notably: repeated violations within three years result in fines doubled, and for repeated cases within the same period, fines are tripled.

Compliance Challenges for Businesses

The magnitude of fines, ranging from €100 to €100,000, introduces significant compliance risks:

• Financial exposure: Even minor omissions, such as late filings, can cost SMEs hundreds of euros; large listed companies risk six-figure penalties.

• Administrative burden: More frequent filing deadlines and record-keeping obligations require proactive compliance strategies.

• Reputational risks: Failure to publish financial statements (€25,000 for small companies) or trade name infringements (€2,000 for large entities) can damage corporate credibility.

• Foreign entities: Multinational groups with Greek branches are subject to the same framework, making harmonized compliance essential.

How Tsamichas Law Firm Supports Businesses

Presso lo Studio Legale Tsamichas, we provide tailored legal services to ensure clients navigate this complex new framework without exposure to fines:

• Compliance Audits: Detailed examination of GEMI filings, ensuring statutory books, financial statements, and trade names are fully aligned with the law.

• Preventive Advisory: Early identification of risks, especially regarding deadlines for financial statements and late submissions.

• Representation before GEMI: Drafting objections within the 10-day notice e delle 15-day compliance period, protecting client rights.

• SME-Focused Solutions: Cost-efficient compliance programs for small and very small companies most vulnerable to proportional penalties.

• Cross-Border Alignment: Assisting international clients with harmonization of group compliance obligations across jurisdictions.

Conclusione

The new GEMI framework marks a paradigm shift in corporate governance enforcement in Greece. With fines ranging from €100 to €100,000, and with multipliers for repeat violations, non-compliance is no longer an option.

The window of opportunity until 31 December 2025 should be used by companies to audit, correct, and strengthen their corporate filings. At Studio Legale Tsamichas, we stand as trusted advisors, ensuring legal certainty, reducing risk exposure, and transforming compliance obligations into a driver of transparency and strategic growth.