Project Finance Comparative Guide –

1 Legal framework

1.1 Beyond general commercial and contract laws, what other
specific laws and regulations govern project finance transactions
in your jurisdiction?

Project finance transactions are governed by a multitude of
laws. Aside from the Greek Civil Code, the Law on
Sociétés Anonymes (L4548/2018) is one of the
main legal instruments, as the vehicle for project finance
transactions is normally a société anonyme.
This is also the case for:

• Law 4706/2020, which regulates the corporate governance of
  sociétés anonymes; and




• Legislative Decree 17.7/1923 on special provisions on
  sociétés anonymes, which sets out a special
  legal framework for the realisation of collateral.

Critical provisions for project finance transactions are also
included in other laws, such as:

• Article 14 of Law 3156/2003, concerning tax aspects of bond
  loans;




• Law 4308/2014 – particularly Articles 32 and following
  governing issues between parent and subsidiary undertakings;




• Law 2844/2000, which regulates matters of pledge and other
  procedural actions;




• Law 3301/2004 on financial collateral, which transposes into
  Greek law Directive 2002/47/EC of the European Parliament and of
  the Council of 6 June 2002 on financial collateral arrangements,
  and which sets out a special framework on the realisation of
  collateral; and




• Law 3389/2005, governing issues of financing projects through
  public-private partnerships.

Special laws and regulations are key additional tools, depending
on the project type. For example, a major instrument governing
energy projects is Law 4001/2011 on the Operation of Electricity
and Natural Gas Energy Markets for Exploration, Production and
Hydrocarbon Transmission Networks and Other Arrangements.

1.2 Do any bilateral and/or multilateral international
instruments have particular relevance for project finance
transactions in your jurisdiction?

As an EU member state, Greece is aligned with the regulations
and directives of the European Union. European law influences
finance projects in various areas, such as:

• European subsidies;




• environmental protection;




• green energy; and




• competition law.

Correspondingly, Greece complies with the regulations and
directives of the European Central Bank, which are binding on Greek
financial institutions. Special mention should also be made of
Greece’s participation in the Agreement establishing the Energy
Community, aimed at the creation of a single energy market in
Southeast Europe. Double tax agreements with third countries
further ensure that income will not be subject to double taxation
when both contracting states have the right to tax it.

1.3 Beyond normal governmental institutions, are there
regulatory bodies that play a particular role in project finance in
your jurisdiction? What powers do they have?

Energy projects: These are governed by:

• the Regulatory Authority for Energy, Waste and Water (RAEWW);
  and




• the Renewable Energy Sources Operator & Guarantees of
  Origin (DAPEEP SA).

RAEWW and DAPEEP are the competent authorities for:

• issuing licences;




• setting tariff rates; and




• supervising compliance with environmental and safety standards
  for energy projects.

Authorities of particular importance for the timely completion
of real estate projects include:

• the Urban Planning Authority;




• the Archaeological Committee;




• the Committee for Historically Listed Buildings; and




• the Forestry Committee.

If a project involves banking services or products, the
respective regulator may play a pivotal role.

Finally, where public concessions and works are involved,
authorities such as the Hellenic Competition Commission, the
Directorate General of Competition and the Greek Parliament are
decisive in the prompt completion of the respective projects.

1.4 What is the government’s general approach to project
finance in your jurisdiction? Is PFI/PPP a preferred model in your
jurisdiction?

The attraction of investment and the development of projects and
infrastructure through public-private partnerships (PPPs) are key
focuses in the Greek market, especially for large and technically
complex projects such as airports, waste management and
energy-related projects. Private finance initiative projects are
equally important for large constructions and private projects. In
general, PPPs are used where this is necessary due to the nature of
the project and its relation to public interest.

2 Project finance market

2.1 How mature is the project finance market in your
jurisdiction?

The Greek project finance market is mature in all major sectors
and is now being expanded into other areas such as mining. A
well-established legal and regulatory framework provides clarity
and certainty for project transactions, facilitating effective
contract enforcement and dispute resolution. As a result, projects
have been successfully implemented in diverse sectors. Experienced
financial institutions – including banks, investment funds
and other financing entities – are active participants,
contributing to the market’s maturity. Diverse financing
structures, such as public-private partnerships (PPPs) and various
innovative models, are readily available. This maturity is
reflected in a high level of investor confidence, both domestically
and internationally.

2.2 On what types of project and in which industries is project
finance typically utilised?

Key sectors in which project finance is extensively utilised in
Greece include the following:

• Energy and infrastructure: Large-scale energy projects (eg,
  power plants, wind and solar farms) and infrastructure developments
  (eg, toll roads, bridges, ports).




• Tourism: Large-scale tourism projects, such as luxurious hotel
  resorts, theme parks and malls.




• Real estate and property development: Major real estate
  projects, including commercial complexes, residential buildings and
  mixed-use developments.




• PPPs: Collaborative projects between the public and private
  sectors, including hospitals, airports, waste management
  initiatives, schools and municipal utilities.

2.3 What significant project financings have commenced or
concluded in your jurisdiction over the last 12 months?

Many projects were signed in 2023 which are expected to
significantly contribute to the nation’s development. They
include the following, among others:

• A €680 million project financing facility for the
  development of the Skouries Project in Northern Greece: This
  facility will provide 80% of the expected future funding required
  to complete this huge mining project in Northern Greece, which is
  now approximately half-built.




• Hersonissos-Naples section: The Hersonissos-Naples project,
  with a budget of €359 million, follows the PPP model and has a
  30-year timeline, encompassing a four-year construction phase. The
  primary objective is the implementation of the Northern Road Axis
  of Crete through the study, construction, financing, operation and
  maintenance of the Hersonissos-Naples section.




• Riviera Tower: The Riviera Tower is the nation’s most
  extensive construction venture to date. The first environmentally
  friendly skyscraper in the Southeast Mediterranean, it is a key
  element in the Ellinikon investment portfolio.




• New Panathinaikos stadium: The agreement for the construction
  of the new Panathinaikos stadium was formalised on 19 May 2023.
  This project has a budget of €123 million, making it one of
  the most significant sports infrastructure investments in the
  country. The anticipated completion date is Summer 2026. The
  stadium’s capacity is 40,000.

3 Finance structures

3.1 What project financing structures are most commonly used in
your jurisdiction?

Common financing structures involve or combine the following
features:

• Special purpose vehicles (SPVs): An SPV is a dedicated legal
  entity used for projects, isolating risks and optimising funding
  structures for enhanced financial flexibility.




• Public-private partnership (PPPs): PPPs foster collaboration
  between the public and private sectors, mitigating financial risks,
  attracting private investment and promoting innovative solutions
  for public infrastructure projects.




• Joint ventures (JVs): JVs enable shared resources, distribute
  financial risks and provide access to new markets, fostering
  collaborative growth and success.




• Bond loans: Bond loans offer a cost-effective way to raise
  capital through flexible repayment terms, enhancing
  creditworthiness and attracting diverse investors to a liquid
  market.

The Greek financing market is characterised by innovation and
flexibility, and diverse financing structures are available with
the aim of ensuring both the satisfaction of lenders and the
maximum possible return for investors.

3.2 What are the advantages and disadvantages of these
different types of structures?

• SPVs offer the advantage of risk isolation, as a special legal
  entity protects the sponsoring company or other projects from
  potential risks. This structure enables optimised financing through
  tailored capital structures, improved financing efficiency and risk
  allocation for specific ventures. However:




• • managing multiple SPVs for different projects can result in
    administrative complexities and increased overheads; and

  
  

  • their utility is often limited to the specific projects for
    which they are designed.




• PPPs spread costs and risks between public and private actors,
  promoting efficient project delivery and cost sharing. A PPP
  promotes innovative solutions by bringing together the needs of the
  public sector and the expertise of the private sector.
  However:




• • negotiating terms and aligning interests between public and
    private entities can be time consuming and complex; and

  
  

  • PPPs may face scrutiny in the public sector and political
    changes can affect deals, introducing an element of political
    sensitivity.




• JVs provide advantages such as shared resources and risk
  sharing, allowing partners to pool their expertise and capabilities
  for more robust project execution. However, decision-making
  challenges may arise due to differing priorities between partners;
  and conflicts of interest may arise if partners have conflicting
  goals or values. Despite these potential drawbacks, JVs promote
  collaborative growth and success through shared
  responsibilities.




• Bond loans: Bond loans offer advantages such as cost-effective
  financing with considerable tax benefits and increased flexibility.
  However, bond loans can only be issued by
  sociétés anonymes.

3.3 What other factors should parties bear in mind when
deciding on a project financing structure?

Parties should consider several factors specific to the Greek
economic and regulatory environment. The regulatory landscape
– including permitting processes and compliance with
environmental regulations – requires careful navigation.
Understanding and aligning with government policies and initiatives
– especially in sectors such as renewable energy, where
Greece is making substantial investments – is crucial. Given
the Greek tax framework, parties should assess the tax implications
of different financing structures, considering any incentives or
deductions provided by the government. Additionally, as Greece is
part of the Eurozone, parties should factor in currency risks,
interest rates and overall economic conditions when selecting a
financing structure. Stakeholder alignment is vital in the Greek
context, considering the importance of collaboration with
government entities and local communities.

4 Industry players and ownership requirements

4.1 Who are the key players in project financings in your
jurisdiction? Do any restrictions apply in this regard (eg, foreign
ownership)?

Key participants include both domestic and foreign entities. In
particular, domestic banks play a pivotal role as lenders,
providing critical financial support and expertise for various
projects. Government institutions often collaborate, particularly
in areas such as infrastructure and public services –
especially where a public financing dimension is involved (eg,
PPPs). Investment funds – domestic and foreign –
contribute capital; while project sponsors – usually
companies or JVs – lead initiatives and work closely with
funding agencies. Construction and engineering companies, an
integral part of project execution, often form strategic
partnerships with financial institutions. Legal and financial
advisers – including law firms and consulting entities
– play a key role in structuring and facilitating project
financing, providing necessary legal and financial expertise.

In terms of restrictions, Greece generally embraces foreign
investment without explicit restrictions. However, industry
regulations and approvals may apply. Foreign investors must
carefully navigate the regulatory landscape, ensuring compliance
with industry-specific rules and obtaining necessary approvals.

4.2 What role does the state play in project financings in your
jurisdiction?

In Greece, the state plays a substantive role in financing
projects, particularly in sectors that are integral to energy,
tourism and infrastructure which contribute significantly to social
prosperity. PPPs stand out as a prominent route through which the
government collaborates with private entities, leveraging their
expertise and capital to address the country’s infrastructure
needs. The state establishes and oversees the regulatory framework
– which includes licensing procedures, environmental
regulations and compliance standards – providing the
necessary legal basis for the development of each project. The
support provided by the state for the development of
entrepreneurial projects through various incentives, such as
subsidies or financial support from European funds dedicated to
these purposes, is significant. This attracts significant private
investment. Additionally, the state plays a vital role in
mitigating the risks associated with project financing by providing
guarantees or assurances to lenders and investors, thus creating a
favourable environment and an additional incentive for private
sector participation in various investments.

4.3 Does your jurisdiction have nationalisation or
expropriation laws in place? If so, what are the implications in
the project finance context?

Greece has enacted laws on nationalisation or expropriation that
help to attract investments, as they are designed to safeguard the
public interest. Numerous examples demonstrate that expropriation
(although often time consuming) has served as a solution to
mitigate the risk of sacrificing a significant investment.
Noteworthy instances include investments in projects involving:

• the construction and/or modernisation of road networks;
  and




• the redevelopment of areas with natural or commercial
  parks.

These investments were preserved precisely because laws on
nationalisation or expropriation were in place.

5 Regulatory and documentary requirements

5.1 What regulatory approvals are typically required for
project financings in your jurisdiction? How are these typically
obtained and what fees are payable?

Projects typically require various regulatory approvals for
their development and exploitation, depending on the nature of the
project. The most common approvals include:

• environmental permits;




• construction permits; and




• approvals from specialised regulatory authorities.

For example, for an energy project, an environmental terms
approval decision and a decision from the relevant environmental
authorities (eg, the Forestry Committee) will be required.

These permits are issued upon request by the interested party.
The competent authority will examine the request along with the
accompanying documentation. The fees for these permits and
approvals vary and are generally assessed based on factors such
as:

• the nature of the project;




• the amount of financing; and




• the financing model.

Fees and various types of charges are integral parts of the
process that should not be overlooked. Therefore, prospective
investors should always assess these costs with the assistance of
experienced legal and financial advisers.

5.2 What licences are typically required for project financings
in your jurisdiction? How are these typically obtained and what
fees are payable?

Project financing in Greece requires approvals commensurate with
the nature of the project. In some sectors (eg, energy) specialised
licences or approvals may be required from the relevant
authorities. Otherwise, the Greek regulatory framework and the
applicable fees are similar to those in other EU countries.

In relation to real estate projects, authorities of particular
importance for the timely completion of project finance
include:

• the Urban Planning Authority;




• the Archaeological Committee;




• the Committee for Historically Listed Buildings; and




• the Forestry Committee.

If a project involves banking services or products, the
respective regulator may play a pivotal role. Finally, where public
concessions and works are involved, authorities such as the
Hellenic Competition Commission, the Directorate General of
Competition and the Greek Parliament are decisive in the prompt
completion of the respective projects.

5.3 What documentation is typically involved in a project
financing in your jurisdiction?

Project financing requires a thorough set of documentation aimed
at establishing the legal and financial framework for the
transaction. Typically, this comprehensive suite of documents
includes:

• a loan agreement outlining the terms and conditions of the loan
  provided by lenders;




• security documents such as mortgages, pledges, liens or any
  kind of charges which secure the lenders’ interests;




• direct agreements with project stakeholders;




• legal opinions and due diligence reports from attorneys
  specialised in banking and project finance, confirming compliance
  with Greek laws and regulations; and




• environmental and permitting documents, including an
  environmental terms approval decision which confirms the
  project’s alignment with environmental standards and regulatory
  requirements.

In the case of public-private partnerships, concession
agreements establish the terms of the concession granted by the
state to the private entity.

5.4 What registration or filing requirements apply for project
financing documents to be valid and enforceable?

To ensure the validity and enforceability of project financing
documents, strict adherence to specific registration and filing
requirements is imperative. Security documents – encompassing
liens, charges, mortgages or pledges over project assets –
are normally registered with the Land Registry (or Pledge
Registry). In the case of project entities which are companies,
compliance necessitates the filing of documents such as resolutions
with the General Commercial Registry for. The notarisation of
certain documents is also a prerequisite for enhanced legal
validity. The precise procedures and requirements are contingent
on:

• the nature of the document; and




• the specific details of the project.

Meticulous attention should be paid to regulatory nuances and
project intricacies.

5.5 Is force majeure understood as a legal concept in
your jurisdiction?

Force majeure is recognised as a legal concept in
Greece. ‘Force majeure‘ refers to unforeseeable
circumstances or events beyond the control of the parties involved
in a contract that make it impossible to fulfil their contractual
obligations.

In the context of project financing, force majeure
clauses are always included in contracts to address unforeseen
events that could jeopardise the project and the interests of the
parties. Under strict conditions, the force majeure clause
may exempt the parties, in whole or in part, from fulfilling their
contractual obligations. However, the Greek courts are particularly
cautious in accepting events (usually difficult to prove) that
constitute force majeure. As a result, it is rare for them
to agree on a total or partial exemption of the parties from their
contractual obligations.

6 Security/guarantees

6.1 What types of security interests and guarantees are
available in your jurisdiction? Which are most commonly used and
which are recommended (if different)? In particular, is the concept
of a security trustee recognised (and if not, how are guarantees or
security taken for multiple lenders)?

In Greece, the choice of security interests and guarantees for
project financings varies based on:

• the nature of the project; and




• the specific requirements of the lender.

The preference depends on whether the lender aims to secure its
interest against the borrower’s real property, movable assets,
claims and rights or a combination of these. Frequently utilised
security interests include:

• mortgages over real property;




• pledges over movable assets;




• pledges over rights; and




• assignments of receivables.

Additionally, guarantees – including personal/corporate
guarantees – are more rarely employed to enhance overall
security measures.

The selection of these instruments is tailored to the unique
characteristics and needs of each financing project, ensuring a
comprehensive and effective approach to risk mitigation and asset
protection.

6.2 What are the formal, documentary and procedural
requirements for perfecting these different types of security
interests?

Perfecting security interests in Greece involves specific
formalities tailored to each type of security. The pre-notation of
real estate mortgages, for instance, requires the submission of a
file to the court with various supporting documents (eg, extracts
from the cadastral map, tax certificates). Once the court decision
has been issued, an immediate registration in the Land Registry
follows, ensuring protection for third parties and completing the
process.

Pledges on movable assets require:

• a date-qualified pledge agreement;




• a detailed description of the assets; and




• registration with pertinent registries, such as the Pledge
  Registry.

The assignment of claims involves similar technicalities, as
well as a notice of assignment to the third party (debtor). These
procedural and documentary requirements are essential to ensure the
clarity, enforceability and priority of security interests,
establishing a robust framework for the protection of stakeholders
involved in project financings. Perfection of security over shares
and bonds requires:

• registration with the respective registries; and




• annotation of the respective titles (if they are not
  dematerialised).

6.3 Can security be taken over property, plant and equipment in
your jurisdiction? If so, how?

Security can be obtained over property, plant, and equipment.
The most prevalent security mechanisms for such assets being
mortgages, pledges and assignments. When it comes to immovable
property, the establishment of a mortgage is facilitated through a
notarial mortgage deed (or judicially through pre-notation of
mortgage); and subsequent registration in the Land Registry
guarantees its validity and priority. Movable assets – such
as machinery, appliances and equipment – can be secured
through pledges, involving:

• a pledge agreement specifying the assets; and




• registration in the Pledge Register.

These security rights provide lenders with a legal claim on
assets in case of default, enabling foreclosure or sale to recover
outstanding debts.

6.4 Can security be taken over cash (including bank accounts
generally) and receivables in your jurisdiction? If so, how? In
particular what types of notice and control (if any) are
required?

In Greece, cash holdings, including bank accounts, and
receivables can be effectively secured through the implementation
of pledges and assignments. For cash and bank accounts, the
establishment of security necessitates an agreement between the
parties. This contractual arrangement enables lenders to directly
access pledged sums of money or designated bank accounts in the
occurrence of an event of default which conduct to a termination of
the contractual relationship.

The extent of control over funds and accounts is always subject
to negotiation between the parties. The pledge agreement over the
borrower’s account is pivotal, defining the specific
circumstances under which the lender is empowered to exercise
control over the designated lien account. This kind of security
ensures transparency and clarity in the utilisation and enforcement
of security interests, offering a structured framework for both
borrowers and lenders. Law 3301/2004 on financial collateral, which
transposed into Greek law Directive 2002/47/EC of the European
Parliament and of the Council of 6 June 2002 on financial
collateral arrangements, is particularly useful to this end and
introduced effective procedures for the realisation of the
collateral.

6.5 Is it possible to take security over major licences
(particularly in the extractive industry sector)?

This is not a regular practice in Greece.

6.6 What charges, fees and taxes (including notary and similar
fees) arise from the perfection of a security interest or the
taking of a guarantee?

Perfecting a security interest or obtaining a guarantee in
Greece involves a range of charges, fees and taxes, which vary
depending on the specifics of the project. Fees and charges must be
paid to relevant authorities – such as the Land Registry for
mortgages or the Pledge Registry for pledges – which are
typically calculated based on the value of the secured assets.
Special treatment is accorded to security interests securing bond
loans, where the pertinent fees are capped. Moreover, the total
cost encompasses fees for the legal advisers who are responsible
for negotiating the collateral terms and providing general legal
guidance throughout the process.

Value-added tax is another factor that influences the total cost
of the project. In essence, a comprehensive understanding of the
financial implications is crucial for effective planning and
budgeting in the context of securing interests and guarantees in
Greece.

6.7 What are the respective obligations and liabilities of the
parties under security documents?

Generally, the security interest documentation provides that
until the occurrence of an event of default, the borrower has
extensive discretion as to the treatment of the encumbered assets,
as long as the rights of the respective lenders are not adversely
affected or threatened. Specific provisions are negotiated,
depending on the nature of the project and

the other security interests, regarding voting rights in
shareholders’ meetings.

The same applies to the disposal of movable assets.

6.8 In the event of default, what options are available to
enforce a security interest or guarantee? Is self-help available in
your jurisdiction in connection with the enforcement of security or
must enforcement action be pursued through the courts?

In Greece, the enforcement of a security or guarantee in case of
default usually involves legal proceedings requiring judicial
intervention and specific procedural actions. As a defence
mechanism in case of an event of default, it is possible to file a
lawsuit for a judgment on the outstanding debt and permission to
proceed with foreclosure (a time-consuming and costly process).
More immediate procedures include:

• interim measures; and/or




• the issuance of a temporary restraining order by the
  court.

More efficient are the provisions of Law 3301/2004 on financial
collateral that can be established over cash, financial instruments
or receivables, whereby the creditor may be satisfied through the
disposal or expropriation of the encumbered asset, provided that
the method for its evaluation has been pre-agreed.

Similarly, Legislative Decree 17.7/1923 states that, subject to
the terms of the financial collateral arrangement, the liquidation
does not require:

• prior notification of the intention to liquidate;




• the terms of the liquidation to be approved by a court, public
  official or other person;




• the liquidation to be conducted by public auction or any other
  manner prescribed by law; or




• any additional period of time to have elapsed.

6.9 What other considerations should be borne in mind when
perfecting a security interest or taking the benefit of a guarantee
in your jurisdiction?

Perfecting a security interest or acquiring a guarantee in
Greece requires a careful examination of various factors. Seeking
legal advice from professionals who are knowledgeable of Greek law
– especially lawyers who specialise in this type of
transaction – is crucial to ensure compliance with the legal
requirements and regulations governing the project financing.

Thorough due diligence on the assets secured by the security
documents – including the examination of licences, notarial
deeds, administrative decisions, financial statements and various
corporate documents and assignability restrictions – is
essential for every project financing. Attention should be paid to
various legislative requirements, such as registering pledges in
the Pledge Registry (according to Law 2844/2000). The tax regime
– which changes constantly – should also be considered
carefully to avoid unpleasant surprises during the project
financing.

6.10 What other protections are available to a lender to
safeguard its position in connection with security or
guarantees?

All protections are comprehensively analysed above.

6.11 Are direct agreements with contractual counterparties well
understood in your jurisdiction?

Direct agreements with the contractual counterparties are well
understood in Greece and are commonly used in project finance
transactions. Some of the most important projects that have been
delivered in Greece might not have succeeded without fair direct
agreements.

7 Bankruptcy

7.1 How (if at all) do bankruptcy proceedings impact on the
enforcement of security by a creditor?

Bankruptcy proceedings can significantly impact the enforcement
of security by a creditor. In the context of project finance, when
a borrower undergoes bankruptcy, the creditor’s ability to
enforce security interests may be subject to the automatic stay
provision, preventing actions against the debtor or its assets. The
automatic stay terminates all collection efforts and legal
proceedings, affording the debtor breathing space to reorganise its
financial affairs.

Of particular importance is a change introduced by the new Greek
insolvency framework (Law 4738/2020, as applicable), pursuant to
which the suspension of individual proceedings upon bankruptcy will
not apply to secured creditors in respect of the encumbered assets
of the bankruptcy estate for a period of nine months from the
declaration of bankruptcy, unless the encumbered asset is part of a
group of assets that the court has resolved should be disposed.

7.2 In what circumstances can antecedent transactions be
unwound for preference? What other similar measures apply in this
regard?

Preferences typically occur when a debtor in financial distress
transfers assets or makes payments to certain creditors in a way
that favours them over others. Such transactions can be undone to
ensure equitable distribution among creditors. Antecedent
transactions can be unwound for preference in bankruptcy where:

• they occurred within a specified period before the filing for
  bankruptcy;




• the debtor is insolvent; and




• certain elements of preference exist.

Suits relating to the defrauding of creditors (which must
involve deceit) and equitable subordination are similar measures
addressing transfers made to favour specific creditors or hinder
others.

8 Project contracts

8.1 Are project contracts in your jurisdiction typically
governed by local law?

Not necessarily, but very often, depending on the nature of the
project.

8.2 What remedies are available to a project company for breach
of the project contract?

Depending on the importance of the project contract, breach of
its terms may result from a mandatory pre-payment to an event of
default (or both). Direct agreements may provide for specific cure
measures in case of breach, where the project finance lenders may
intervene to cure the breach.

8.3 Are liquidated damages provisions in project contracts
enforceable?

Provisions allowing for excessive punitive damages or excessive
penalties are not enforceable in Greece and the court may reduce
the damage to what is appropriate to the actual amount of losses.
Additionally, under Article 808 of the Civil Code, in case of
default in performance, the debtor of a loan will in no case be
obliged to pay any further compensation other than statutory or
contractual interest. Any agreement to the contrary will be null
and void.

8.4 Are there any public policy considerations which need to be
taken into account when assessing the enforceability of project
contracts?

Public policy issues are essential to the assessment of the
enforceability of project contracts in Greece. While parties have
the autonomy to shape their contractual relationships, agreements
that violate the principles of public policy may be deemed
unenforceable. Compliance with environmental standards is crucial
for alignment with the goals of public policy. Special legislative
provisions that may apply on a case-by-case basis should always be
taken into account (eg, the acquisition of real estate by
foreigners in border areas). Finally, every project document should
consider terms that may run counter to the public interest and the
broader common good.

9 Project risk

9.1 What risks typically arise in project financings in your
jurisdiction and how are these best mitigated?

Various risks may arise that require particular attention. These
risks are commonly associated with frequent changes to the
applicable legislative framework based on new government policies.
Comprehensive due diligence conducted by experienced legal and
technical advisers of the contracting parties is thus essential.
After many years of economic crisis, Greece has established solid
foundations for a new chapter in investment, characterised by
economic stability and a less volatile market. Environmental risks
exist (as in most countries) but can be mitigated through
assessments by technical and expert professionals who provide
opinions on each project. For these reasons, it is crucial to adopt
a holistic risk management approach, incorporating legal, financial
and technical expertise, so that project stakeholders can engage
with greater confidence, safeguarding their interests and
mitigating any potential risks.

9.2 How significant is political risk in project financings in
your jurisdiction? How is this best mitigated?

Political risk must always be taken into account in project
financing, as changes to government policies, regulations or
political stability can impact the sustainability of the project.
However, in recent years (particularly after the economic crisis),
Greece has been thriving economically and is thus a preferred
destination for investment. This is aided, in particular, by the
stability created by the current government, which favours the
attraction of investments to the country. This is evident through
various incentives provided to potential investors (eg, tax
benefits, subsidies, state or European grants). Therefore,
political risk for finance projects has been significantly
reduced.

10 Insurance

10.1 What types of insurance arrangements are typically put in
place for project financings in your jurisdiction?

Various insurance arrangements are typically implemented to
mitigate risks and protect stakeholders. Liability insurance
provides broad protection, safeguarding not only the interests of
the parties involved but often also the interests of third parties
(third-party liability insurance contracts). Additionally,
insurance during the construction phase of the project is essential
to cover potential claims against contractors, workers, engineers
and similar involved in the project. Insurance for facilities,
equipment, machinery and similar against natural disasters is also
necessary. The provision of security through guarantees is also
common in Greece, whereby a third party guarantees for specific
circumstances against the lender, thus enhancing the project’s
creditworthiness even further.

10.2 If local insurance is required, can local insurers assign
offshore reinsurance contracts in your jurisdiction?

N/A.

10.3 What other forms of insurance feature in the project
finance market in your jurisdiction?

Several types of insurance can play a crucial role, depending on
the specifics of the project. Initially, there are insurance
contracts for the restoration of potential damage within the
framework of business risks (eg, loss of income, loss of goods,
performance guarantee). In rarer, insurance contracts can be
concluded for the restoration of potential damage in the event of
hostilities, political destabilisation, coups or similar.

11 Tax

11.1 What taxes, royalties and similar charges are levied in
the project finance context in your jurisdiction?

Various taxes, special charges and other charges must always be
taken into account when making business decisions in financing
projects. Value-added tax (VAT) must always be considered; although
for certain categories of investments, a special VAT restructuring
arrangement is available.

Another significant tax is income tax, which is applied to the
annual profits of all companies. In Greece, tax withholding is
applied to companies and freelancers for payments received
throughout the year; and at the end of the year, a calculation is
made to determine whether additional tax should be paid or whether
a tax refund is due based on the amount already withheld.
Additionally, in project financings involving real estate, the
property tax should always be calculated in the business plan,
based on rates which vary depending on the location and value of
the property. It is also essential to calculate the tax relating to
various legal actions, indirectly paid to the state through
notaries, lawyers and similar. Furthermore, social security
contributions for employees working on the project are always part
of the overall project costs.

11.2 Are any exemptions or incentives available to encourage
project finance in your jurisdiction?

Greece – especially in recent years – has taken
significant steps to attract potential investors. In this context,
several exemptions from taxes and additional fees are available; as
are a range of government incentives for investment in specific
sectors, such as energy, technology and innovation.

Specifically, for investments involving property, reduced tax
rates and/or more favourable terms apply in:

• special economic zones; and




• areas affected by natural disasters.

A special regime of tax relief, in combination with state and
European subsidies, is available for green energy, such as energy
generated through wind farms.

11.3 What strategies might parties consider to mitigate their
tax liabilities in the project finance context?

Parties can implement various strategies to mitigate their tax
liabilities. The choice of structure for the project company plays
a crucial role and parties should carefully examine the tax
implications of different structures. One widely used financing
method involves:

• the establishment of a single-member société
  anonyme (project company); and




• the indirect financing of this company through a third party or
  ultimate beneficial owner.

This way, the project company is taxed at lower rates, while the
liability of the indirectly financing company is limited.

The indirect financing of a project company through subordinated
loans from its shareholders is another indirect form of financing
that increases the company’s creditworthiness and
simultaneously secures its funding indirectly. In this context, the
application of transfer pricing strategies for transactions with
related parties significantly reduces the risk of tax fluctuations.
Finally, under specific conditions, donations (indirect financing)
are exempt from donation tax.

12 Governing law and jurisdiction

12.1 What law typically governs project finance agreements in
your jurisdiction? Do any specific requirements apply in this
regard?

Project financing agreements in Greece are usually governed by
Greek law, save for agreements on the establishment of security
interests, which are subject to specific rules regarding the
applicable law vis-à-vis third parties depending on
the encumbered asset/right/claim. Ancillary financing agreements,
such as hedging agreement, may be governed by other laws –
often English law. The choice of law generally depends on:

• the location of the project;




• the country of origin of the contracting parties; and




• specific requirements relating to the nature of each
  project.

12.2 Is a choice of foreign law or jurisdiction valid and
enforceable? In the case of a choice of foreign law of
jurisdiction, will any provisions of local law have mandatory
application? Are submission to jurisdiction provisions that operate
in favour of one party only enforceable?

In Greece, a choice of foreign law or jurisdiction in project
financing agreements is generally recognised and enforceable,
provided that it does not conflict with Greek public order or Greek
rules of immediate application. There are also several
circumstances in which enforceability depends on bilateral
international treaties.

12.3 Are waivers of immunity enforceable in your
jurisdiction?

See question 12.2.

12.4 Will foreign judgments or arbitral awards be enforced in
your jurisdiction? If so, how?

According to the Code of Civil Procedure, and subject to
specific requirements which may apply depending on the country of
origin of the judgment and international agreements, a final
foreign judgment issued by a foreign court can be enforced to the
extent that it meets the following requirements:

• It is res judicata under the law of the place where it
  was issued;




• The issuing court was competent under Greek law;




• The losing party was not deprived of the right to be heard,
  unless this was in accordance with the law applicable to the
  nationals of the jurisdiction of the court which issued the
  judgment;




• The judgment is not contrary to a decision of a Greek court
  rendered on the same matter and is binding on the parties between
  whom it is the judgment of the foreign court; and




• The judgment is not contrary to contrary to public morals or
  public policy.

According to Article 45 of Law 5016/2023 and Legislative Decree
4220/1961, which ratified the New York Convention on the
Recognition and Enforcement of Foreign Arbitral Awards, an arbitral
award will be recognised as binding and declared enforceable
following a written application to the competent court.

13 Foreign investment

13.1 What taxes and other charges are levied on foreign
investors in the project finance context in your jurisdiction?

Potential foreign investors that wish to invest in Greece need
not pay any specific, exclusive tax due to their origin. On the
contrary, Greece actively encourages the attraction of investments
through tax exemptions, state subsidies and so on (see questions
11.2 and 13.2).

13.2 Are any incentives available to encourage foreign
investment in the project finance context?

The government actively encourages foreign investment through a
series of incentives designed to promote economic development and
attract international funds. Tax incentives include:

• reduced corporate income tax rates;




• tax deductions; and




• tax relief for eligible categories of investments.

Subsidies or grants are also available to support specific
projects in various sectors such as green energy, innovation and
digital technology. Public-private partnerships facilitate
collaboration between the public and private sectors, allowing
foreign investors to share risks and returns with the public
sector. Moreover, Greece, as a member of the European Union,
leverages resources from various European programmes, providing
incentives for national and foreign investors on projects that
align with EU priorities. In this context, there is an opportunity
to obtain financing from funds available under the Recovery and
Resilience Fund through the financial support of
NextGenerationEU.

13.3 What restrictions and requirements apply with regard to
the remission of foreign exchange? Are local companies permitted to
maintain offshore bank accounts?

The foreign exchange market in Greece adheres to the EU rules on
the free movement of capital. Controls are implemented primarily to
facilitate the enforcement of legislation related to the
legitimisation of income from illegal activities and the financing
of terrorism. To ensure transparency and prevent financial
misconduct, the Bank of Greece typically requires documentation
supporting the legality of foreign exchange transactions.
Transactions exceeding specified limits may be subject to more
extensive inspection. Regarding offshore bank accounts, Greek
companies are generally allowed to maintain such accounts. However,
the opening and maintenance of offshore accounts are subject to
regulatory inspection and compliance with anti-money laundering
regulations. For this purpose, a list of offshore destinations has
been compiled by the Financial Crime Unit; individuals opening
offshore accounts in countries on this list are subject to
corresponding checks.

13.4 What restrictions and requirements apply with regard to
the import of plant and machinery?

It may be necessary to pay import duty when a product enters the
European Union. As the European Union is a customs union, a unified
import duty is applied at the point of entry, regardless of the EU
member state in which this occurs. The product can then move within
the EU market without further customs requirements. Often, the
supplier must provide proof of the product’s origin, such
as:

• a certificate of origin; or




• a declaration of origin issued by an approved exporter.

Some products must comply with specific technical and/or health
requirements and hygiene standards. Different types of
certifications may be required for these purposes. This is often
the case for technical requirements for industrial products, as
well as health and hygiene requirements for food and agricultural
products.

13.5 What restrictions and requirements apply with regard to
foreign workers and experts?

Greece has specific laws governing the employment of foreign
workers and experts, with different regimes applicable to EU
citizens and those from third countries. Third-country citizens
seeking employment in Greece are required, under Law 4251/2014, to
meet certain conditions. These include:

• having a residence permit with the right to work;




• submitting documentation for the issuance of a residence permit
  with the right to work; and




• obtaining an entry visa with the right to work and often
  additional certificates or permits depending on the
  individual’s country of origin (eg, meeting asylum
  requirements).

On the other hand, EU citizens have the right to work in Greece
without needing a work permit. They enjoy the same rights as Greek
citizens, such as wages, healthcare, safety, social security and
tax benefits. Social security contributions are generally mandatory
to ensure access to public health services throughout their
stay.

13.6 Is your jurisdiction party to bilateral investment and
withholding tax treaties which might facilitate foreign
investment?

Greece actively encourages foreign investment through its
participation in a network of bilateral investment treaties (BITs)
and double tax agreements. Under the Agreement on the Termination
of BITs among the EU Member States, signed in Brussels on 5 May
2020 by 23 EU member states and in effect since 29 August 2020, all
BITs between EU member states were terminated without future legal
consequences. This:

• safeguards the integrity of the EU market;




• ensures the uniform application of the EU legal system;




• upholds the principle of non-discrimination among investors
  from EU countries; and




• guarantees equal terms of competition.

Additionally, Greece has an extensive legislative framework
regarding contracts with third countries, significantly
contributing to the prevention of double taxation of income and the
rationalisation of tax matters for foreign investors. Potential
foreign investors thus have a strong incentive to invest in Greece,
as they benefit significantly from these agreements and should be
able to easily overcome any fiscal obstacles that may arise in
international business activities.

14 Environmental, social and ethical issues

14.1 What is the applicable environmental regime in your
jurisdiction and what specific implications does this have for
project financings?

A series of laws regulate the environmental regulatory framework
in Greece – in particular, Laws 4014/2011, 4685/2020,
4964/2022, 5037/2023, as amended and in force. Particular emphasis
is placed on environmental projects relating to green energy and
ecological development. The evaluation of environmental impacts
through the approval of the environmental terms is a necessary
procedure for every project. Through this process, a thorough
assessment of the potential environmental impacts of projects is
conducted by specialised evaluators, who propose measures to
counterbalance any environmental effects.

Projects also require various permits from competent authorities
(eg, construction licence, installation licence, production
licence). Stricter conditions apply if the project is located in an
area with a Natura designation, depending on:

• the nature of the project; and




• the category it falls into.

In such cases, a corresponding special ecological assessment
process is followed by relevant public services to protect the
unique biodiversity of the area. There are also specific
legislative provisions regulating issues such as waste management
and hazardous chemicals.

The Greek environmental regulatory framework is fully compliant
with EU law. Greek banks and investors adhere to additional
environmental standards, which are also incorporated as obligations
in the project financing documentation.

14.2 What is the applicable health and safety regime in your
jurisdiction and what specific implications does this have for
project financings?

The regulatory framework regarding the health and safety of
workers in Greece is mainly governed by Law 3850/2010, as amended
and in force, and specific legislative provisions, in compliance
with EU law (primarily EU Directive 89/391/EEC).

Health and safety legislation requires the establishment of
strict safety measures, risk assessments and training programmes
for the protection of workers. Specifically, special regulations
aimed at preventing workplace accidents require employers to have
professional doctors and trained safety technicians (under certain
conditions) in their establishments. The legislative framework
imposes various obligations on employers in the case of a workplace
accident, such as a requirement to immediately report the accident
to the Hellenic Labour Inspectorate (an independent administrative
authority) demonstrating that the employer has taken all necessary
health and safety measures (ie, was not at fault). Otherwise, the
legal representative of the company may face criminal sanctions.
Additionally, the employer must follow a specific process,
including:

• the assessment and classification of risks, starting with the
  preparation of a relevant report (an occupational risk assessment
  report); and




• the implementation of all preventive, technical and
  organisational/administrative measures.

According to Law 4808/2021, businesses employing more than 20
employees must adopt a policy for the prevention of violence and
harassment in the workplace. Securing all necessary licences and
certifications is also imperative for the commencement of any
project.

14.3 What social and ethical issues should be borne in mind in
the project finance context?

Several crucial social and ethical issues must be borne in mind
in relation to the sustainable and responsible development of
projects. Given the threat of climate change, measures and actions
that will reduce any negative environmental impacts should be
prioritised in the business plan and may affect the financing
planning.

Furthermore, supporting fair labour practices is an essential
ethical obligation which variously encompasses, among other
things:

• protecting and respecting workers’ rights;




• ensuring safe working conditions; and




• prohibiting discrimination in the workplace.

The defence of ethical values in relation to issues of financial
misconduct, transparency and anti-corruption is also critical, to
preserve the integrity of the project.

15 Trends and predictions

15.1 How would you describe the current project finance
landscape and prevailing trends in your jurisdiction? Are any new
developments anticipated in the next 12 months, including any
proposed legislative reforms?

In 2023, Greece reached an economic milestone as it regained its
investment-grade rating after a series of upgrades by major credit
rating agencies in recent years. This indicates that Greece has
regained international trust and is thus attracting the attention
of even more potential investors. One of the goals for 2024
(according to the national financial plan) is to increase
investments by more than 15% through a series of reforms which will
attract more investment, thus increasing the country’s
competitiveness.

Overall, the national financial plan for 2024 includes measures
for direct and indirect income increases amounting to €1.6
billion. Significant reforms expected in 2024 include:

• a reduction in the capital concentration tax rate from 0.5% to
  0.2%, costing €22 million annually; and




• a 50% reduction in the stock exchange transaction tax rate,
  costing €21 million annually.

These factors indicate that Greece is on a path of robust
development, making it a suitable choice for investments.

16 Tips and traps

16.1 What are your top tips for the smooth conclusion of a
project financing in your jurisdiction and what potential sticking
points would you highlight?

Ensuring the smooth completion of project financing in Greece
requires a strategic approach and careful management of key
factors, risks and stakeholders. It is crucial to have a clear and
feasible business plan that addresses all factors, risks and
challenges that may arise during implementation. In this context,
selecting the right type of project financing is critical, as each
type is designed to address different needs.

For potential investors seeking external funding, connections in
the financial, banking and investment sectors are always useful, as
these reduce suspicion and build trust between parties,
facilitating discussions and negotiations. Maintaining open
communication with government authorities, local agencies and
authorities is also helpful for the prompt resolution of
bureaucratic issues that often arise in finance projects.

Assistance from experienced consultants covering the legal,
financial and technical aspects of the project is also necessary,
to identify and address potential issues that could jeopardise the
project. In this context, given the complexity and frequent
legislative changes in certain areas of Greek law, careful
consideration is the selection of trained and experienced lawyers
is required, to avoid unpleasant surprises during project
implementation.

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.