Commercial contracts in Greece: what the law requires

In short

Greek law leaves businesses wide freedom to shape their contract. A small number of rules cannot be set aside by agreement, and those are the ones to know before signing.

Most commercial contracts need no particular form, but some do. The parties can choose the governing law and the court. A court can reduce a penalty that is disproportionately high. Late payment between businesses carries statutory interest without a reminder. Claims of merchants for goods supplied and work carried out, and claims for rent and interest, are time-barred after five years, and the parties cannot change limitation periods by agreement.

Freedom of contract and its limits

An obligation is created by contract (Civil Code, art. 361), and the parties decide its content. The Civil Code sets the outer limits:

01
Public order: private will cannot exclude the application of rules of public order (art. 3).
02
Illegality: a transaction that breaches a prohibitive provision of law is void, unless something else follows from the provision (art. 174).
03
Good morals: a transaction contrary to good morals is void (art. 178), in particular one that restricts a person's freedom excessively, or one in which a party exploits the other's need, recklessness or inexperience to obtain benefits obviously disproportionate to what it gives (art. 179).
04
Good faith: the debtor must perform as good faith requires, having regard to business usage (art. 288). Contracts are interpreted in the same way (art. 200), and the true intention is sought without holding to the literal words (art. 173).
05
Negotiations: the parties owe each other good faith during negotiations, and a party that culpably causes loss at that stage must make it good even if no contract is concluded (arts 197-198).
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Abuse of right: a right may not be exercised in a way that obviously exceeds the limits set by good faith, good morals or its social or economic purpose (art. 281).
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Exclusion of liability: an advance agreement excluding or limiting liability for intent or gross negligence is void. An exclusion of liability even for slight negligence is also void where it sits in a term that was not individually negotiated (art. 332).
08
One-sided determination: a contract that leaves the content of the performance to the absolute discretion of one party is void (art. 372).
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Unforeseen change of circumstances: where extraordinary and unforeseeable events make performance of a reciprocal contract excessively onerous, the court may, at the debtor's request, adjust the performance or dissolve the contract in whole or in part (art. 388).
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Consequence: a void transaction is treated as if it had never been made (art. 180). Between businesses, these general provisions are the grounds on which a one-sided term, including a standard term that was not negotiated, can be challenged.

01

When a contract needs a particular form

Form is required only where the law says so (Civil Code, art. 158). Where the law requires a form and it is not kept, the transaction is void unless the law provides otherwise (art. 159). The cases that come up in commercial practice:

Real estate: contracts that create, transfer, alter or end rights in rem over immovable property must be made before a notary (art. 369). A preliminary agreement follows the form of the contract it prepares (art. 166).
Guarantee: a guarantee is void unless declared in writing; the lack of writing is cured if the guarantor pays the debt (art. 849).
Power of attorney: unless something else follows, it is given in the form required for the transaction it concerns (art. 217).
Long leases: a lease of immovable property for more than nine years binds a new owner only if it was made by notarial deed and the deed was transcribed (art. 618).
Commercial agency: Presidential Decree 219/1991 applies without written form, but each party may ask the other for a signed document setting out the terms and later amendments (art. 8(1), as amended by Law 3557/2007, art. 14(3)). A post-contractual non-compete undertaking is valid only if agreed in writing (art. 10).
Arbitration and jurisdiction clauses: an arbitration agreement is made in writing (Code of Civil Procedure, art. 869(1), until 31 December 2026; from 1 January 2027 the rules of Law 5344/2026 apply). A jurisdiction agreement under Regulation (EU) No 1215/2012 is made in writing or orally with written confirmation, or in a form that accords with the parties' established practices or with a usage of international trade; a communication by electronic means that provides a durable record counts as writing (art. 25(1)-(2)).
Amendments: the form the law requires for a transaction is also required for its amendments (art. 164).

02

Signatures

Where written form is required by law or agreed by the parties, the Civil Code asks for the handwritten signature of the person issuing the document. In a contract, both parties sign the same document; where several originals are drawn up, it is enough that each party signs the one intended for the other (art. 160). If the parties themselves agreed on a form and did not keep to it, the transaction is void in case of doubt, although performance in knowledge of the defect cures it (art. 159). An electronic signature cannot be denied legal effect or admissibility as evidence solely because it is electronic or is not qualified, and a qualified electronic signature has the equivalent legal effect of a handwritten signature (Regulation (EU) No 910/2014, art. 25(1)-(2)).

03

Language of the contract

The Civil Code's rules on form deal with writing and signature (arts 158-160); they do not prescribe a language. Where a contract is signed in two languages, it should state which version prevails.

Greek becomes necessary when the contract is used in a Greek court. A document drawn up in a foreign language is filed together with an official translation, certified by the Ministry of Foreign Affairs, by another person competent by law, or by the consular authorities the Code lists; the court may also order a translation into Greek by an expert (Code of Civil Procedure, art. 454).

04

Governing law

Under Regulation (EC) No 593/2008 (Rome I), a contract is governed by the law chosen by the parties. The choice must be express or clearly demonstrated by the terms of the contract or the circumstances, and it can cover the whole contract or part of it (art. 3(1)). The law designated applies whether or not it is the law of an EU Member State (art. 2), so the same rule serves a contract with a counterparty outside the EU. The choice has limits:

Domestic contracts: where all other elements of the situation are located in one country, choosing the law of another does not displace the provisions of the first country that cannot be derogated from by agreement (art. 3(3)). Two Greek businesses that choose a foreign law remain bound by mandatory Greek rules.
Overriding mandatory provisions: the Regulation does not restrict the application of the overriding mandatory provisions of the law of the court hearing the case (art. 9(2)), and a provision of the chosen law may be refused if its application is manifestly incompatible with the public policy of that court (art. 21).
No choice made: a sale of goods is governed by the law of the seller's habitual residence, a contract for services by that of the service provider, a distribution contract by that of the distributor, a franchise by that of the franchisee, and a contract on a right in rem in, or a tenancy of, immovable property by the law of the country where the property is situated (art. 4(1)).
Outside the Regulation: arbitration and choice-of-court agreements, questions of company law, and whether an organ can bind a company towards third parties are excluded (art. 1(2)(e)-(g)). Whether the person signing for a Greek company binds it is a matter of Greek company law, whatever law governs the contract.
Data licences: for the governing-law clause of a data licence, see our note on data licence agreements.

05

Courts and arbitration

Under Regulation (EU) No 1215/2012 (Brussels I bis), parties, regardless of their domicile, may agree that the courts of an EU Member State are to decide disputes arising from a particular legal relationship. That jurisdiction is exclusive unless the parties agree otherwise (art. 25(1)). A judgment given in one Member State and enforceable there is enforceable in the other Member States without a declaration of enforceability (art. 39). The parties cannot choose the court for every dispute: in proceedings on rights in rem in, or tenancies of, immovable property, the courts of the Member State where the property is situated have exclusive jurisdiction (art. 24(1)).

Disputes of private law can be referred to arbitration by agreement where the parties are free to dispose of the subject matter (Code of Civil Procedure, art. 867, until 31 December 2026; from 1 January 2027 the rules of Law 5344/2026 apply). Law 5344/2026 is Greece's Code of Alternative Dispute Resolution. Our page on mediation and arbitration sets out what changes for arbitration clauses and for the mediation session that will precede many court hearings.

Where the counterparty or its assets are outside the EU, the enforcement of a judgment follows other rules, and it is worth checking them before choosing between a court and arbitration.

06

Penalty clauses

A debtor may promise the creditor a sum of money or something else as a penalty in case it does not perform, or does not perform properly (Civil Code, art. 404). The rules that follow matter when the clause is drafted:

The penalty falls due if the debtor is culpably unable to perform or is in default, even if the creditor has suffered no loss (art. 405).
A penalty agreed for non-performance: a creditor who claims it can no longer demand performance. Where the creditor is entitled to damages instead of performance, it may claim the penalty and any further loss it proves (art. 406).
A penalty agreed for improper or late performance: the creditor may claim the penalty and performance, and any further loss it proves (art. 407).
If the main undertaking is void, so is the penalty clause (art. 408).
A disproportionately high penalty is reduced by the court to the appropriate measure at the debtor's request. An agreement to the contrary has no effect (art. 409).

07

Late payment and interest

When a money debt is in default, the creditor may claim default interest at the rate set by law or by agreement without proving loss, and may claim further actual loss it proves (Civil Code, art. 345). Agreed interest above the lawful maximum is void as to the excess (art. 294). For commercial transactions between businesses, meaning the delivery of goods or the provision of services for payment, Law 4152/2013 (paragraph Ζ, implementing Directive 2011/7/EU) adds the following:

Interest runs without a reminder, provided the creditor has performed its own obligations and has not been paid on time, unless the debtor is not responsible for the delay (subpar. Ζ.4(1)).
Where the contract sets no default rate, or the agreed rate is unfair to the creditor, the statutory rate applies (subpar. Ζ.4(6)). It is the reference rate of the European Central Bank plus eight percentage points; the reference rate is fixed for each half-year as it stood on 1 January and 1 July (subpar. Ζ.3(6)-(7), Ζ.4(2)).
If the contract sets no payment date, interest runs after thirty calendar days from receipt of the invoice or, in the cases the law lists, from receipt of the goods or services or from their acceptance (subpar. Ζ.4(3)).
A contractual payment period may not exceed sixty calendar days, unless the contract expressly provides otherwise and the term is not grossly unfair to the creditor (subpar. Ζ.4(5)).
The creditor is entitled to a fixed sum of €40 for recovery costs, and to reasonable compensation for further recovery costs, which include lawyers' fees (subpar. Ζ.7).
A term on the payment date, the interest rate or recovery costs that is grossly unfair to the creditor is not enforceable; a term that excludes interest for late payment is treated as grossly unfair (subpar. Ζ.8).
Litigation interest: from the service of a lawsuit or of a payment order, the debtor owes litigation interest, two percentage points above default interest (Civil Code, art. 346).

08

Limitation periods

Claims are time-barred after twenty years unless the law provides otherwise (Civil Code, art. 249). For much of commercial life it does:

Five years for the claims of merchants, manufacturers and craftsmen for goods supplied, work carried out and the management of the affairs of others; of those who provide services professionally, for their fees; of carriers for freight; and for interest, rent and other periodic payments (art. 250).
Time starts when the claim has arisen and can be pursued in court (art. 251). For the five-year claims of art. 250 it starts at the end of the year in which that happens (art. 253).
Bringing an action interrupts limitation (art. 261).
An agreement that excludes limitation, sets a period shorter or longer than the statutory one, or otherwise makes its terms heavier or lighter, is void (art. 275).
Other periods: the Code lists further five-year cases. Particular contracts and statutes set other periods and deadlines, and these should be checked for the contract in question.

09

Agency and distribution

Commercial agents are protected by Presidential Decree 219/1991, which implements Directive 86/653/EEC. It covers the independent intermediary who has continuing authority to negotiate, or to negotiate and conclude, the sale or purchase of goods for a principal (art. 1(2)). Its provisions also apply by analogy to agency contracts for services (Law 3557/2007, art. 14(4)(a)). Several of its rules cannot be changed by contract:

Notice: a contract of indefinite duration is terminated on notice of one month in the first year, rising by one month a year to six months from the sixth year onwards. Shorter periods cannot be agreed (art. 8(3)-(4)). A fixed-term contract that the parties continue to perform after it expires becomes one of indefinite duration (art. 8(2)).
Termination without notice is possible where a party fails to perform all or part of its obligations, and in exceptional circumstances (art. 8(8)).
Indemnity: after the contract ends, the agent is entitled to an indemnity if it brought new customers or significantly increased business with existing ones, the principal continues to derive substantial benefits from them, and payment is equitable in the circumstances. The amount may not exceed one year's remuneration, calculated on the average of the last five years or of the contract's life if shorter (art. 9(1)). The agent may also claim further loss under the Civil Code.
The agent loses the claim if it does not notify the principal within one year of termination that it intends to pursue it (art. 9(2)). No indemnity is due where the principal terminates for a fault of the agent that would justify immediate termination, or where the agent itself terminates without a reason attributable to the principal or to its own age, infirmity or illness (art. 9(3)).
The agent cannot waive these rights before the contract ends (art. 9(4)).
Non-compete after termination: valid only if in writing, limited to the agent's territory and type of goods, and for no more than one year (art. 10).
Distribution: a distributor buys and resells in its own name and at its own risk, and is not an agent. The Supreme Court (Άρειος Πάγος) has held that, under art. 14(4) of Law 3557/2007, the provisions of the Decree apply by analogy to exclusive distribution where the distributor acts as part of the supplier's commercial organisation and has taken on obligations comparable to those of an agent (ΑΠ 800/2026, citing ΟλΑΠ 16/2013). A supplier ending a long distribution relationship in Greece should therefore expect an indemnity claim to be raised.

10

Leases of business premises

A lease of premises for a business generally falls under Presidential Decree 34/1995 on commercial leases, which lists the uses it protects and the leases it excludes (arts 1 and 4). For leases concluded after Law 4242/2014 took effect, art. 13(1) of that Law provides that they are governed by their own terms, the Civil Code and the provisions of the Decree that remain applicable. Such a lease runs for three years even if a shorter or an indefinite term was agreed. It can be ended earlier by a later agreement evidenced by a document of certain date. Notice of termination is given in writing and takes effect three months after it is served.

Three points from the sections above also apply. A lease for more than nine years binds a buyer of the property only if it is notarial and transcribed. Rent claims are time-barred after five years. Disputes over the tenancy of a property in Greece belong to the Greek courts, whatever the parties' domicile.

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Checking the Greek counterparty before signing

A contract is only as good as the authority of the person who signs it. The General Commercial Registry (ΓΕΜΗ) publishes on its website, for companies limited by shares and private companies, the appointment and departure of the persons who have power to bind the company towards third parties, and states whether they act alone or jointly (Law 4919/2022, arts 17 and 35(1)). A company cannot rely against third parties on acts and particulars that have not been published, unless it proves that they knew of them (art. 19(1)).

In an ΑΕ, the board of directors manages and represents the company and acts collectively; it may delegate representation to one or more persons, members or not, where the articles allow (Law 4548/2018, arts 77(1) and 87(1)). In an ΙΚΕ, one or more administrators represent the company (Law 4072/2012, arts 55 and 64(1)). In both, acts outside the company's objects bind it unless the third party knew, or in the circumstances should have known, that the objects were exceeded, and limits placed on these powers by the articles or by a decision of the shareholders or partners cannot be raised against third parties even if they have been published (Law 4548/2018, art. 86(2)-(3); Law 4072/2012, art. 64(2)). Before signing:

Obtain current ΓΕΜΗ documentation of who represents the company, and check that the person signing is the one registered and whether a second signature is needed.
Where someone else signs, ask for the board decision or the power of attorney, in the form the contract itself requires.
Confirm that the contracting entity is the group company that holds the assets and will perform, and not a related company with a similar name.
Where a parent company or an individual guarantees performance, have the guarantee in writing and signed by a person with authority.
Check the registry for dissolution, liquidation or insolvency entries.

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What we do

We draft commercial contracts under Greek law and review contracts proposed by the other side, with a short note on what the clauses mean under the rules described above. We support negotiations in English and Greek, check the counterparty's registration and signing powers, and act when a contract is breached: formal notices, claims for payment, proceedings before the Greek courts, mediation and arbitration. The same lawyers handle the company matters that often sit behind a contract, such as joint ventures and shareholder arrangements.

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Sources

Statutes, regulations and decisions for the facts on this page (texts read on 11 November 2026):

Civil Code (Αστικός Κώδικας, π.δ. 456/1984), arts 3, 158-160, 164, 166, 173, 174, 178-180, 197-198, 200, 217, 249-251, 253, 261, 275, 281, 288, 294, 332, 345, 346, 361, 369, 372, 388, 404-409, 618, 849: https://lawspot.gr/nomothesia/astikos-kodikas
Code of Civil Procedure (Κώδικας Πολιτικής Δικονομίας), arts 454, 867, 869
Regulation (EC) No 593/2008 (Rome I), arts 1(2), 2, 3, 4(1), 9, 21: https://eur-lex.europa.eu/eli/reg/2008/593/oj
Regulation (EU) No 1215/2012 (Brussels I bis), arts 24(1), 25, 39: https://eur-lex.europa.eu/eli/reg/2012/1215/oj
Law 4152/2013 (Gazette Α' 107/9.5.2013), article first, paragraph Ζ, subparagraphs Ζ.3, Ζ.4, Ζ.7, Ζ.8: implementation of Directive 2011/7/EU on late payment in commercial transactions
Presidential Decree 219/1991 on commercial agents (implementing Directive 86/653/EEC), as amended by π.δ. 249/1993, 88/1994 and 312/1995, arts 1, 8, 9, 10
Law 3557/2007 (Α' 100/14.5.2007), art. 14(3)-(4)
Presidential Decree 34/1995 on commercial leases, arts 1 and 4
Regulation (EU) No 910/2014 (eIDAS), art. 25(1)-(2)
Άρειος Πάγος 800/2026 (application of π.δ. 219/1991 by analogy to exclusive distribution; art. 14(4) of Law 3557/2007; ΟλΑΠ 16/2013)
Law 4242/2014 (Gazette Α' 50/28.2.2014), art. 13(1): commercial leases under π.δ. 34/1995
Law 4919/2022 (Gazette Α' 71/7.4.2022), arts 17, 19, 35: commercial publicity through ΓΕΜΗ
Law 4548/2018 (Gazette Α' 104/13.6.2018), arts 77, 86, 87: representation of the ΑΕ
Law 4072/2012 (Gazette Α' 86/11.4.2012), arts 55, 64: representation of the ΙΚΕ
Law 5344/2026 (Gazette Α' 168/16.10.2026), Code of Alternative Dispute Resolution, as amended by Law 5351/2026, art. 82 (Α' 178/2.11.2026): see our page on mediation and arbitration

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FAQ

Questions clients ask

Does a commercial contract in Greece have to be in writing?

Not as a rule. Form is required only where the law says so (Civil Code, art. 158). Writing or a notarial deed is required in specific cases, among them contracts on rights in rem over real estate (notary, art. 369), guarantees (writing, art. 849) and arbitration agreements (writing; Code of Civil Procedure, art. 869, until 31 December 2026; from 1 January 2027 the rules of Law 5344/2026 apply). A commercial agency contract needs no written form, but each party may ask for a signed document setting out its terms.

Does the contract have to be in Greek?

The Civil Code's rules on form do not prescribe a language. If the contract is later used in a Greek court, a document in a foreign language must be filed with an official translation (Code of Civil Procedure, art. 454).

Can a contract with a Greek company be governed by foreign law?

Yes. Under the Rome I Regulation the parties choose the governing law, including the law of a country outside the EU. Where every other element of the contract is located in Greece, mandatory Greek rules still apply, and a Greek court applies its own overriding mandatory provisions in any case.

Is a penalty clause enforceable in Greece?

Yes. The penalty falls due on culpable non-performance or default, even without loss. If it is disproportionately high, the court reduces it at the debtor's request, and the parties cannot exclude that power in advance (Civil Code, arts 404-409).

What interest applies when a business customer in Greece pays late?

Between businesses, where no rate was agreed, statutory default interest runs without a reminder at the European Central Bank reference rate plus eight percentage points, and the creditor is entitled to a fixed €40 for recovery costs plus reasonable further costs (Law 4152/2013, paragraph Ζ).

How long does a business have to bring a claim under a contract?

The general period is twenty years, but the claims of merchants for goods supplied and work carried out, professional fees, rent and interest are time-barred after five years, counted from the end of the year in which the claim arose. The parties cannot shorten or extend these periods by agreement (Civil Code, arts 249, 250, 253, 275).

Is a commercial agent entitled to compensation when the contract ends?

Under Presidential Decree 219/1991 the agent is entitled to an indemnity if it brought new customers or significantly increased business and the principal keeps substantial benefits, up to one year's average remuneration. The agent must notify its intention to claim within one year of termination and cannot waive the right in advance.

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