Real Estate Going Global Greece

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Real Estate

Going Global

Greece

Tax and legal aspects of real estate investments around the globe 2012

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Contents

Real Estate Tax Summary − Greece

General

Currently real estate property in Greece is subject to various taxes. In that respect, the possession, the use, the purchasing, the donation or inheritance of real estate property are currently subject to tax. VAT is imposed on new buildings as from 1 January 2006 in accordance with Law 3427/2005.

Individuals or Companies (Greek and non-Greek) acquiring real estate property in Greece or receiving income from such property situated in Greece, need to obtain a Greek tax registration number and file a Greek income tax return. Furthermore, foreign companies owning real estate property in Greece must also follow certain minimum accounting requirements, regardless of whether they maintain a permanent establishment in the country, in case they undertake building construction or extension works.

A tax reform introduced in April 2010 by L. 3842/2010 has resulted in major changes in real estate taxes. Moreover, tax laws L. 3943/2011 and 3986/2011 have also amended significantly the Greek real estate taxation. The below aim to depict the position after those several amendments, but it should be noted that Greek tax environment continues to be fluid.

Rental income

Rental income earned by individuals and companies is subject to Greek income tax. For individuals, the tax is computed according to a progressive tax scale ranging from 0% to 45%, for income earned as of 1 January 2010. The corporate income tax rate is 20% for income earned during 2011 onwards.

Certain constraints exist as to the determination of such rental income. In cases where the rental mentioned in the relevant agreement is disproportionately lower than the actual rental value of the building, the determination of such income is effected through comparative data. Such disproportion is considered to exist when the rental value is at least 15% higher than the actual rental. In particular, such income cannot be less than 3.5% of the real estate value used as a residence, as calculated according to the objective real estate property value system, where applicable.

Furthermore, a 20% income tax is imposed on any amount paid by the tenant to owner, beyond the agreed rentals, in the case of the renting of a building alone or along with any equipment or other installation that it may have credited against corporate income tax due. For individual beneficiaries, no further tax liability arises for such payment. As of 2008, stamp duty of 3.6% on the rental of residential properties is abolished. Other rentals are still subject to 3.6% stamp duty.

Furthermore, rental income earned by companies is also subject to a supplementary income tax of 3%, whereas in the case of individuals such supplementary tax is calculated at 1.5%, and 3% for residences larger than 300 square metres.

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Real Estate Tax Summary − Greece

Especially in the case of shopping centres, as of 1 January 2007 there is a possibility for the shopping centre operator to opt for charging VAT on rentals; this possibility was extended in 2011 to logistics centres as well other than this case, rentals are generally exempt from VAT.

Thin capitalisation rules

According to the relevant thin capitalisation rules, accrued interest on loans paid to affiliated companies are deductible on the condition that the debt-to-equity ratio is 3:1. There are certain exceptions from the application of the thin capitalisation rules, applicable to banks, factoring companies, leasing companies, investment service companies, and securitisation special purpose vehicles (SPVs). Loans assumed by third companies, and for which any kind of guarantee has been issued by the above

mentioned connected companies, are added to the total amount of loans undertaken by the connected companies.

Depreciation

The net taxable income earned by individuals from real estate property is determined after making the following deductions for depreciation:

• For buildings used as residencies, boarding houses, schools, cinemas or theatres, hotels, and clinics, a depreciation amount equal to 5% is deducted, as well as a maximum of 40% for any insurance fees, repair and maintenance expenses (which must be supported).

• For buildings used for other purposes, the respective percentages are 3% and 40%. Companies depreciate their real estate property according to the rates mentioned in the presidential Decree 299/2003, which vary from 2% to 12%, depending on the property item. According to the applicable legislation, enterprises are entitled to use any rate within the applicable range depending on the property item, under the requirement that the rate applied will be followed until the end of the life of the depreciable item.

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Real Estate Investments − Greece

Tax Aspects

Value added tax (VAT)

From 1 January 2006, the supply before first occupation of real estate is subject to VAT at the standard rate of 23%. The taxable value is the price that the taxable person received or is deemed to receive or is anticipated to receive, increased by any additional provision connected with the abovementioned transaction.

In particular, a supply of real estate subject to VAT is considered to be the transfer for consideration of ownership or rights in rem of buildings or part of buildings and the land on which they stand, before their first occupation. The above transaction is taxable only when the following conditions are fulfilled:

• The person who transfers is a taxable person, or anyone who carries out, on an occasional basis, the aforementioned transaction on condition that he opts for the standard VAT regime;

• The construction licence is issued after 1 January 2006.

The tax liability arises and the VAT is due in a lump sum payment at the time of signature of the final contract.

It should be noted that the acquisition of a first residence by individuals is exempt from the VAT.

Real estate transfer tax

Any transfer of real estate which is not subject to VAT is subject to Real Estate Transfer Tax. Real Estate Transfer Tax rates applicable are 8% for the part of the transfer value up to EUR 20,000 and 10% for the excess amount value.

Such real estate transfer tax is reduced to ¼ in the following cases: • Distribution of real estate property parts among co-owners. • Dissolution of partnerships and limited liability companies (Ltds). The real estate transfer tax is reduced to ½ in the following cases: • Compulsory trade-off of neighbouring properties.

• Merger of Societe Anonymes (SAs) or takeover of one by the other.

• Takeover of real estate property by the state for public use and for the public benefit. • Trade-off of real estate of equal value.

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Real Estate Investments − Greece

The gain realised by the sale of real estate is taxed at the standard corporate tax rate applicable, while for individuals this gain is not subject to income tax.

Annual real estate tax (Foros Akinitis Periousias

-FAP)

This is an annual tax imposed on the objective value of the real estate property as determined by 1 January each year.

Individuals

According to the provisions of L. 3986/2011, as of 1 January 2011 the tax exempt threshold for individuals is EUR 200,000, calculated on the total value of the real estate property of each individual.

The tax imposed on the value of the property is calculated according to a progressive tax scale ranging from 0.2% to 1% for the value exceeding EUR 800,000.

Specifically for years 2010, 2011 and 2012, the real estate tax rate is specified at a percentage of 2% for the real estate property value exceeding EUR 5,000,000. To be noted that L. 3842/2010 introduced a provision whereby the ownership of a property may be deemed to be attributed to an individual when such property is owned by a company controlled by such individual and the use of the company is for the purposes of circumventing taxation.

Legal entities

The respective tax rate imposed on the objective value of the real estate property is 0.6%, reduced to 0.1% for buildings used for the commercial activities of the company itself. Again the tax on buildings may not in any case fall below EUR 1 per square metre except for unfinished buildings as well as agricultural and livestock buildings. The FAP due by non-profit organizations is 0.3%, while hotel enterprises benefit from beneficial provisions for self-used properties (applicable rate of 0.33% etc) for years 2010 to 2012. To be noted that the minimum threshold of EUR 1 per square metre does not apply for hotel enterprises.

For the imposition of the law, the ownership is assessed by 1January each year while the tax is due on 15 May of the respective year and paid in three equal bimonthly instalments.

Real estate duty – Telos Akinitis Periousias (TAP)

Real estate ownership is further subject to a real estate duty, currently calculated in a range of 0.025% to 0.035% on the objective value of the real estate property; such is defined according to the “area prices” and the “age coefficient” applicable on the respective property, depending on the area where the real estate property is situated. Certain exemptions are granted from TAP in the following cases:

• Buildings under construction, for a seven-year period following the granting of the construction licence, or until they are rented or in any other way used prior to the lapse of such a seven-year period.

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• Buildings characterised as historical monuments.

TAP burdens the owner of the real estate, and is included for payment in the electricity bills, unless such bill is issued in the name of the tenant of the real estate, in which case TAP is paid by the latter and is deducted through the agreed monthly rental. This duty is a municipal duty.

Special tax on real estate property

As of 1 January 2010, companies possessing ownership titles or rights of use of real estate in Greece, pay an increased 15% annual tax calculated on their value. The following are exempt:

• Companies (SAs, Ltds and Partnerships) with registered shares all the way up to an individual, provided that the companies are resident in Greece or in another EU member state and the ultimate individual shareholders maintain a Greek tax registration number - ΑFΜ.

• Companies owned by banks and institutional investors, without having the obligation to disclose their ownership up to the individual, provided that the latter are not established in a non-cooperative state and are supervised by a recognized authority of the respective state. Non-cooperative states, as determined in article 51 A of the Greek Income Tax Code, are non EU Member States that have not concluded agreements of administrative assistance in the tax sector with Greece or with twelve other states at least and are enumerated in an annual Ministerial Decision.

• Shipping or ship owner companies that have established offices in Greece for the property they use or lease to other shipping companies exclusively as offices or warehouses. Companies with shares listed on an organised exchange Companies whose real estate related income is less than 50% of the total turnover corresponding to their business in Greece. Real estate used by the company for business activities, other than real estate exploitation, is not included in the calculation.

• Legal entities which pursue charitable, cultural, religious and educational aims, for the buildings used for such purposes, as well as for empty buildings or property they exploit, provided that any gains arising are made available for the above mentioned purposes.

• Insurance funds or social security organizations as well as companies of collective investments in real estate supervised by a competent authority of their registered seat, except for those whose registered seat is in Non-Cooperative states.

• Companies whose registered shares or parts belong to a national or foreign institution, which seeks charitable purposes in Greece, for the buildings used for such purposes.

• The person making the claim has to provide evidence in order to obtain the exemption.

Every individual or legal entity participating in any way in a legal entity having real estate ownership, or participating in another legal entity that has ownership or other rights on real estate, is wholly responsible with the liable person for the tax payment.

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If the ownership or usufruct is transferred, the liability for the payment of the tax, as well as for any additional payments, rests with the new owner or user together with the liable person.

The return is filed and the tax (if any) is paid by 20 May every year to the competent tax office, calculated on the objective value of all real estate or usufruct existing on

1 January of the taxable year.

Capital gains on the sale of property

Gains made by companies upon the sale of real estate property are treated as part of the company’s taxable profits and taxed at the normal income tax rate. If, on the other hand, there is a transfer of shares of a company holding the real estate, the following tax implications will arise:

• Upon the transfer of Greek SA shares not listed on the Athens or any other stock exchange, a 5% tax is imposed on the real transfer price of such shares, as it is defined by a relevant Ministerial Decision, unless the provisions of a bilateral tax treaty provide otherwise.

• If the transferor is a Greek legal entity, the gain from the transfer of shares is added to the total income of the legal entity and subject to the respective corporate income tax rate. The 5% tax is in principle credited against the total income tax. The transfer of listed shares that have been initially acquired until 31 December 2012 shall be exempt from any capital gains, irrespective of the time of sale of those shares. Instead, upon the transfer of SA shares listed on the Athens or any other stock exchange a transfer tax (transaction duty) is imposed. The transfer tax rate

(transaction duty) is increased from 0.15% to 0.2% for sales of shares realized from 1 April 2011 onwards. Note that the application of the 0.2% is extended to the sale of listed shares over the counter as well as through multiple parties trading platform, capital gains derived from the sale of listed shares originally acquired as of 1 January 2013 onwards, will be taxed based on the general income tax provisions. Any loss, arising within the same year from the transfer of listed shares, shall be set off with the above-mentioned capital gains

• Upon the transfer of parts of an Limited liability company (Eteria Periorismenis

Efthinis-EPE), a capital gains tax of 20% is imposed upon any resulting capital gain,

as such is calculated according to a relevant Ministerial Decision, unless the provisions of a bilateral tax treaty provide otherwise.

Extraordinary Special Duty on built surfaces

supplied with electricity

L. 4021/11 (art. 53) has introduced a special duty imposed on real estate property. Liable to the Special Real Estate Duty is the legal owner of the property. However, in practical terms, liable to pay is the tenant of the property through the electricity bills in the name of the owner of the property. In the event that such person is a lessee (i.e. tenant for consideration); he can offset payment of the Duty against future or owed leases.

For the determination of the payable duty, the square metre built surface of the property is multiplied by the applicable rate of the area where said property is located

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(Designated Value Zones) and further multiplied by the surcharge rate (deriving from the building age).

The Real Estate Duty will be collected by the Public Electricity Company (DEH) or alternative suppliers.

Real Estate Investment Trust (REIT)

General

The Greek REIT law was introduced in December 1999 by L. 2778/1999. The initial version of the law was poorly adapted to the needs of the market, and no REITs were established. The Greek REIT law was amended a few years later. A further second amendment to the law, which lifts a number of restrictions (e.g., increases limitations on leverage, allows investments in real estate SPVs rather than only direct ownership of properties) may result in the establishment of more REITs.

Considerable tax exemptions are the key advantage of the Greek REIT regime. Greek REITs are special purpose entities. Their main activities consist of the investment in real estate assets prescribed by the Greek REIT law. The Greek REIT law provides for two types of REITs:

• Those having a unit trust form (Real Estate Mutual Funds (REMFs)). REMFs are not listed vehicles;

• Those having a corporate legal form (Real Estate Investment Companies (REICs)). REICs must obtain a listing on a recognized stock exchange.

Real Estate Mutual Funds (REMF)

A real estate mutual fund is managed by a fund management company, or Anonimi

Eteria Diahirisis Amiveon Kefaleon (AEDAK), formed as an SA, which must have

a minimum paid-in share capital of at least EUR 2,935,000 (art.2 para. 5a). Such a mutual fund is established following a licence granted by the Capital Market Commission (CMC). The assets under management must amount to at least EUR 29,347,028.61. (art 5 para. 2a).

Certain requirements are set by law in relation to the operation of the AEDAK and the fund itself. It is required that the fund equity is invested in real estate property located in Greece or another EU member state or in companies owning and exploiting real estate by holding at least 90% of their shares. (art. 6 para. 2) Furthermore, the fund’s equity should be invested in securities with a percentage not exceeding 10% of AEDAK’s share capital, and in cash, bank accounts and credit titles of equivalent liquidity with a percentage of at least 10% of the fund’s assets (art. 6 para. 1). However, the fund is not allowed to invest in precious metals or titles in such.

The fund property is divided in equal units or unit ratios, and each fund unit must be priced at least EUR 14,673.51 (art. 11 para. 1).

The establishment of the fund, the sale, redemption and transfer of units, its cessation of operations as well as the transfer of real estate to the fund, are free of any tax, duty, stamp duty, contribution or other Greek state charge. Real estate property owned by real estate funds is subject to a 0.1% real estate tax, imposed on the objective value of

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the property. Real estate mutual fund profits are subject to an annual tax of 10% on the intervention interest rate as determined by the European Central Bank (reference interest rate) increased by 1%. Tax is calculated on the six-month average of the fund’s net assets. Neither the fund nor the investors are subject to any further tax for their relevant investment.

Real estate investment companies (REIC)

A REIC is set up as an SA, exclusively engaging in the management of portfolios comprising of securities and real estate, with a minimum share capital of

EUR 29,347,028.61. A REIC’s reserves must be invested at least 80% in real estate located in Greece or another EU member state or in companies owning and exploiting real estate property by holding at least 90% of their shares (art. 22 para. 1a),

a maximum of 10% in securities and a maximum of 10% in other movable property (art 22 para. 1c).

The L. 2778/1999 (art. 22) provides a number of restrictions on the nature of assets in which a REIT may invest, such as:

• Each individual property in which funds are invested may not exceed 25% of the total investment value of all properties.

• Investment in property under development is allowed only if it is expected that the development will be completed within a reasonable amount of time, and that the budgeted remaining costs do not exceed 25% of the value of the property after development is completed.

• The REIT may not invest more than 25% of its net equity in properties acquired under financial leasing contracts, and no individual contract individually can exceed 10% of the net equity. Furthermore, no more than 10% of the total investments in real estate property may consist of properties that the REIT does not fully own. • Properties may not be disposed of less than twelve months from the date the

properties are acquired.

• The acquisition or disposal of real estate property must be preceded by a valuation of the property by a Certified Evaluator, and the price paid may not deviate (upwards for acquisition or downwards for disposal) more than 5% from the value, as determined by the Certified Evaluator.

REICs are required to float their shares on the Athens Stock Exchange (ASE) or on another organised market within a year following their formation. REIC shares and the transfer of real estate property to such companies are exempt from any tax, duty, stamp duty, contribution or other similar Greek state charge. REIC profits are subject to an annual tax of 10% on the intervention interest rate as determined by the

European Central Bank (reference interest rate), increased by 1% (art. 22 para. 2). Tax is calculated on their six-month average investments increased by their cash reserves in current prices, with no further tax obligation being imposed on the company or its shareholders. Furthermore, the transfer of REIC shares that are not listed on the Athens Stock Exchange is not subject to any income tax.

No real estate transfer tax is imposed in the case of REICs resulting from mergers or conversions. Real estate property owned by real estate investment companies is subject to a 0.1% real estate tax, imposed on the objective value of the property.

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Withholding tax on dividends

By virtue of the provisions of L. 3943/2011 a 25% withholding tax is imposed on profits distributed by Greek Societe Anonymes in the form of dividends, Board and Directors fees, profits distributed to personnel, as well as interim dividend payments made to individuals or legal entities, Greek or foreign, independent of whether the payments is made in cash or in kind (shares).

Similar taxation is further imposed on profits distributed by Greek Limited Liability Companies (and also some associations) to individuals or legal entities, Greek or foreign (application for distributed profits approved as of 1 January 2012 onwards). Dividends distributed by REICs are not subject to the 25% withholding tax.

For dividends received by REICs, the 25% withholding tax is deducted from the tax due following the submission of the tax return by the company. Any excess tax credit can be carried forward to offset the tax due with respect to future tax returns.

Losses carried forward

Greek operating companies may carry forward their losses for a period of five years. Company losses cannot be carried back.

Special merger incentives for real estate

companies

By application of L. 2166/1993 and L.D 1297/1972, the merger between real estate companies is exempt from the real estate transfer tax.

Municipal tax system

Greek tax legislation provides for a great number of taxes and duties for the benefit of local authorities. Specifically, municipalities and communities benefit from two types of taxes:

• Taxes imposed, managed and collected by the State, the revenue of which is partly or wholly distributed to the municipalities. These taxes finance the provision of public services.

• Taxes and duties paid to the local authorities directly or indirectly (e.g. through the electricity bills). These are generally established by law and imposed by virtue of a decision of the competent municipality council, which is occasionally granted a limited margin of discretion to determine the exact applicable tax rates, or even whether an optional charge will be levied.

Below is a brief description of the most important taxes and duties charged in favour of municipalities and communities in Greece.

Tax on the transfer of real estate

According to article 37 of Law 3033/1954, in the case of a transfer of real estate, a tax in favour of the municipalities and communities is levied at a rate of 3% calculated on the amount of the real estate transfer tax due.

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Real estate duty

According to article 24 of Law 2130/1993, real estate duty is levied and collected through the electricity bill in favour of the municipalities and communities at a rate ranging between 0.025% and 0.035% on the real estate’s objective value.

Duty for the provision of cleaning and lighting

services

A duty in compensation for the collection of garbage and waste and for the lighting of the streets, collected through the electricity bill, is due from the user of real estate. According to article 1 of law 25/1975, these duties are calculated by multiplying the real estate’s square metres by a certain rate determined by the municipal council.

Tax on electrified spaces

According to article 10 of Law 1080/1980, the municipal council may levy a tax on real estate connected to the grid, the collection of which is effected through the electricity bill. The tax is calculated by multiplying the real estate’s square metres by a rate determined by the municipal or community council ranging between EUR 0.017 and EUR 0.073 per square metre. The said rate can be increased every year up to 20%.

Advertisement duties

According to the applicable Greek tax legislation, advertisements are divided into four categories: A, B, C and D for taxation purposes.

Category A: Advertisements in public areas, e.g. squares, pavements, buildings under

construction, train stations, airports, stadiums, shops, cinemas, theatres, kiosks. A fixed duty amount determined by the municipal or community council is imposed weekly, multiplied by the square metres of the surface covered by the advertisement.

Category B: Well-lit advertisements are charged with a municipal duty per square

metre on an annual basis. The duty amount depends on the specifications of the advertisement and is determined by the municipal or community council.

Category C: Advertisements on public means of transport. The duty depends on

the size of the advertisement.

Category D: Advertisements through gifts, diaries, handbills of any kind, stickers, or

brochures in restaurants, cafes, etc., or by the use of an airplane, are taxed at a rate of 6% on the advertisement expenditure. Such rate is further reduced to 2% in case advertisements are effected through open display within stores.

Please note that TV, radio, magazines and newspaper advertisements are not subject to this duty.

Duties for the use of communal space

A duty in compensation for the granting of the right to use pavements, squares and other public spaces is due by the user. The duty amount is determined annually per square metre used, by the municipal or community council.

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Duties for the use of public land, projects or

services

Generally, the municipality or community can impose duties in compensation for the use of its land, projects or services (e.g. water supply, quarries, extraction of sand and stones from a municipal or community quarry, etc.). The specific conditions concerning the imposition of the aforementioned duties (rate, basis of assessment, etc.) are determined by the municipal or community council.

Duties on hotel bills

A municipal and community duty of 0.5% is imposed on the amount paid for bed, rendered room or apartment or camping spaces in an organised hotel, including rooms to let, or a camping site. The duty is payable by the customer and is collected by the lessor, who is responsible for the payment of the duty to the competent local authority.

Duties on restaurant bills

A municipal and community duty of 2% is imposed on the gross revenue of: (i) all establishments serving food, drinks, coffee, refreshment, sweets and dairy products, on condition that they, according to their operating licence, dispose of seats and tables inside or outside the facilities; (ii) bars and beer shops, irrespective of their name and category; and (iii) canteens.

In the case of entertainment clubs (nightclubs, discos, music halls, cabarets,

establishments offering drinks and shows), the abovementioned municipal charge is 5%.

A similar duty may also be imposed on the gross revenue on several categories of trade shops such as those that sell tourist, sport, skiing and folk art items, souvenirs and gifts, rent-a-car establishments, schools offering classes in sea sports etc., based on the decisions of the competent local authority.

The aforementioned duty is payable by the customer and is collected by the issuer of the bill, who is responsible for the payment of the duty to the competent local authority.

Tax on building licences

In favour of municipalities and communities, a tax is imposed on the issuance of any licence concerning the construction, completion, addition, extension or arrangement of buildings within the administrative limits of a municipality. The tax is calculated at a rate 1% on the estimated budget of the said operations as determined by

the competent authorities.

Parking duties

The duties for parking in public areas, established by L. 2218/1994, are determined by decision of the municipal or community council.

Tax on sales of beer

According to Greek legislation, a tax for the benefit of municipalities is imposed on beer sold in Greece. It is calculated at a rate of 3% on the value of beer sold by the producer or his representative. The duty is payable by the purchaser and is collected by

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It should be noted that the aforementioned tax could be incompatible to the article 3 para.2 of the Directive 92/12/EEC on the general arrangements for products subject to excise duty, as interpreted by the ECJ (C-434/97, C-437/97). However, its

compatibility with EC law has not been disputed until now.

Duty on commerce of drinkable waters

A duty is levied on the commerce of drinkable waters, sold in their natural condition or after processing or mixing with other juices, under any name or package, from a trader having obtained the necessary licence. The duty is computed at a pecuniary rate ranging between EUR 0.88 to EUR 1.76 per 1,000 litres of water and EUR 0.88 to EUR 1.47 per 1,000 litres of water mixed with other juices. The specifications of this duty are determined by the competent municipal council.

Local projects and services duties

In general, municipality councils are granted a margin of discretion to determine specific duties, in compensation for local projects and services, which contribute to the development of the area, the raising of quality of life and the better service of the citizens. The specifications and details of the aforementioned duties are determined by the competent local authorities and have to correspond to the actual cost of services or projects.

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Contacts

Advisory Kyriacos Andreou Tel: +30 (210) 687 4680 E-mail: kyriacos.andreou@gr.pwc.com Assurance Nicos Komodromos Tel: +30 (210) 687 4671 E-mail: nicos.komodromos@gr.pwc.com

Tax & Legal

Vassilios Vizas Tel: +30 (210) 687 4019

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