What are the current trends in and future prospects for the real estate market (both commercial and residential) in your jurisdiction?
The real estate market has been significantly affected by the Greek financial crisis. Over the past year, the following trends have been observed:
The supply of properties across the spectrum has increased, due to businesses’ and households’ need to access liquidity.
By contrast, there has been a limited and focused demand for privatised and luxury and distressed assets, representing prospects for extraordinary investment returns at a purely financial or strategic level. Major construction projects have largely been confined to the urban regeneration of large areas and real estate corporation investments. Property prices have continued to decline, resulting in aggregate reductions of more than 30% on average compared with pre-crisis levels. There has been insufficient bank debt capacity to leverage a return to normality. Spearheaded by few major investments, the real estate market seems to be gradually entering a period of recovery. However, this is subject to continuing political uncertainty.
Rights and registration
What types of holding right over real estate are acknowledged by law in your jurisdiction?
Greek law establishes a finite number of rights in rem in respect of immovable property – namely: ownership;
easements (including personal easements and easements in rem – notably, usufruct); and
Special laws may introduce variations of these rights in respect of specific types of property or territories.
Rights of usage and possession of real property may take the form of in personam (contractual) rights, including leases.
Are rights to land and buildings on the land legally separable?
Landowners also own any building thereon. However, exceptions apply, most notably rights to horizontal or vertical ownership and the so-called ‘surface right’, which applies to certain types of public property and grants rights similar to ownership exclusively for buildings thereon.
Which parties may hold and exercise rights over real estate? Are there restrictions on foreign ownership of property?
Both natural and legal persons may hold and exercise rights over real estate. Foreign ownership is generally permitted. A special government permit is required for persons that are nationals of or seated in jurisdictions other than EU or European Free Trade Association member states in respect of rights in rem and contractual rights in properties located in designated border areas (considerable parts of Greece’s territory are designated as such).
How are rights, encumbrances and other interests over real estate prioritised?
Rights in rem are prioritised by order of registration with the competent land registry or cadastral office. In the case of conflicting rights established over the same property, the right that was registered first supersedes all subsequently registered rights.
In the case of enforcement and insolvency proceedings, creditors equipped with an in rem right (eg, a mortgage) benefit from a general preference under applicable law, although this is subject to exceptions.
Must real estate rights, interests and transactions be registered in your jurisdiction? What are the legal effects of registration?
Registration is a precondition for the valid establishment and transfer of real estate rights. Such rights are registered with the competent local public registry (ie, the land registry or cadastral office). Registration is generally not required for the establishment or transfer of contractual rights. However, exceptions apply, including notably long-term leases (over nine years).
What are the procedural and documentary requirements for entry into the national real estate register(s)? Can the registration be completed electronically?
The documents required for registration with the competent land registry or cadastral office generally include the title deed and a summary thereof, as well as a registration application (additional requirements may apply). Registration cannot be completed electronically.
What information is recorded in the national real estate register(s) and to what extent is such information publicly available?
The minimum information recorded in the national real estate register includes a description of the land allowing its identification and the respective rights holder’s personal information. Additional information may also be recorded (eg, the valid establishment of a mortgage requires specification of the secured claims and the amount for which such security is registered).
Land registry searches are conducted (typically by lawyers) by reference to the identity of the rights holder, while cadastral office searches are conducted by reference to the land plot. Citizens may request the issuance of certificates regarding existing in rem rights over immovable property.
Is there a state guarantee of the title?
The legal effects of registration differ between land registries and cadastral offices. Where a land registry is competent, registration does not afford a presumption of legality, whereas a final cadastral entry gives rise to a non-rebuttable presumption as to the identity of the first recorded in rem right holder.
Sale and purchase
How are real estate brokers regulated in your jurisdiction (eg, through caps on commission or disclosure obligations)?
Real estate brokers must fulfil certain conditions envisaged by law and be registered with the relevant chamber. The brokerage contract is freely negotiable and compensation can be agreed in the form of a commission or lump sum. Disclosure obligations are limited to instances where the broker is also acting on behalf of the other contracting party.
What should due diligence be conducted before the conclusion of a real estate sale contract?
Property due diligence conducted on behalf of the prospective buyer typically involves:
a review of the deeds recording acquisition for a minimum ‘20-year lookback period’ (the period required to acquire property by usucaption or adverse possession);
verification of the sequence of registration of title deeds with the competent local land register or cadastral office to:
confirm that the proposed seller or any predecessor in title has not disposed of the property; and
determine any registered liens (mortgages or pre notations thereof);
a review of the property’s planning and zoning status and confirmation of its location and dimensions;
a similar review of buildings and structures (including building and similar permits and compliance with applicable legislation); and a review of leases and financing or other contracts, if applicable.
Are any preliminary agreements typically entered into before conclusion of a sale contract?
Preliminary agreements may be entered into, but must be effected by way of a notarial deed.
Must sale contracts be concluded in writing? If so, must they be notarized?
Sale contracts (as well as contracts establishing or transferring in rem rights) must be concluded in writing by way of a notarial deed.
Can sale contracts be concluded electronically?
What provisions are usually included in a sale contract?
Sale contracts usually include:
a description of the land;
the sequence of title deeds that demonstrate the seller’s ownership; and
the consideration for the sale and seller’s warranties.
Obligations and liabilities
What are the seller’s disclosure obligations and other liabilities, and what are the consequences of a breach?
Sellers must disclose the property’s substantive defects (eg, planning restrictions, dangerous substances or unauthorised use) and legal defects (eg, third-party rights).
In the case of substantive defects, the purchaser has the right to:
require the sold property to be repaired (if applicable);
request a reduction of the sale consideration; or
rescind the sale contract.
These remedies are available regardless of whether the seller is at fault (by way of intent or negligence), provided that the purchaser was unaware of the defect at the time of entering into the contract.
In the case of legal defects, the purchaser has the right to:
reject the performance before the conclusion of the contract and require proper performance;
insist on performance of the contract, but claim indemnification for the existence of the defect or the delay in proper performance; or
rescind the sale.
Alternatively – or in addition to the above rights – in the event of defects, the purchaser may claim payment of damages, subject to demonstrating the fault of the seller.
Although the purchaser’s remedies for substantive and legal defects are fairly similar, conditions and exceptions apply.
What are contractual warranties usually given by the seller?
In addition to warranties on substantive and legal defects, further warranties may be given depending on the complexity and financing of the transaction.
Are there any other obligations on the buyer, aside from paying the purchase price?
What taxes are payable on the sale and purchase of real estate? Are any exemptions available?
The following taxes are payable on the sale and purchase of real estate:
Immovable property transfer tax (IPTT) applies, together with municipal tax, which is borne by the purchaser (a common exemption is available to natural persons acquiring their first primary residence).
Value-added tax (VAT) may apply instead of IPTT (ie, transfers of buildings constructed on the basis of permits issued after 2006 and sold by a seller classified as an entrepreneur for tax purposes).
Capital gains tax (borne by the seller) is envisaged by legislation already enacted but has been deferred until December 31, 2017.
At present, the following rates apply:
IPTT – 3.3% (including relevant municipal taxes);
VAT – 24%; and
capital gains tax – 15%.
A transfer of property may be subject to additional fees, such as a notarial deed of transfer fees and registration fees.
Transfer of title
When does title to the property transfer?
Title in a property transfer on registration of the transfer deed with the competent land registry or cadastral office.
What is the typical duration of a sale transaction?
The typical duration of a sale transaction varies depending on its complexity and financing structure, as well as potential property defects, including, indicatively, issues regarding the regularisation of unauthorised construction.
Must a lease agreement be concluded in writing?
No – but exceptions apply. For example, leases governed by the general provisions of the Civil Code are binding on subsequent owners of the property only if:
the date of execution has been certified by a public authority; and
for a term exceeding nine years, the lease was concluded by notarial deed.
Are there any regulations setting out mandatory or prohibited provisions in lease agreements?
Lease contract provisions are generally freely negotiable. By way of exception:
the term of certain leases is subject to a minimum duration;
as a rule, certain termination rights of the lessor and lessee cannot be contracted out; and
the lessor’s liability for substantive defects is generally subject to rules similar to strict liability of the seller under a contract of sale.
What provisions are typically included in lease agreements?
Lease contracts typically include provisions on:
the calculation and payment of rent;
the lease’s length;
the property’s intended use; and
the terms for determining liability for damage to the property.
At present, the typical length of commercial leases (including for business premises) is relatively short and ranges from five to eight years. Residential leases are usually agreed for a three-year term.
Ordinary maintenance and repair corresponding to tenant use are typically the lessee’s responsibility. Rectification of defects and lifecycle maintenance are typically borne by the lessor or owner.
Fixed rental payments are usually pre-payable on a monthly or, in the case of higher value leases, quarterly or semi-annual basis. If applicable, variable rental (eg, a percentage of lessee turnover) is settled annually, although a higher payment frequency might be agreed upon.
What are the standard forms of lease agreement used in your jurisdiction?
There are no standard forms of the lease agreement. However, in practice, provisions have been developed that are typically included in most contracts (please see the previous question).
Length of term
Are there any regulations on minimum and maximum terms of leases?
A minimum term applies only to commercial leases (three years for commercial leases concluded after March 1, 2014, and 12 years for earlier contracts) and residential leases (three years).
Are long-term tenants accorded any special rights as to extension or renewal of leases?
Long-term leases afford no extension or renewal rights to the tenants. Certain types of the long-term lease have additional conditions of validity (see above).
What regulations (if any) govern rent increases?
Rent increases are typically agreed between the parties – most commonly, by reference to the most recent 12-month period consumer price index increase. In the absence of such an agreement in commercial leases, the readjustment of rent is regulated by law, based on the property’s imputed taxable (ie, objective) value.
What regulations (if any) govern rent security deposits?
Rent security deposits are not subject to regulation.
Can the tenant withhold rent payments on any legal grounds?
Yes – in the event of legal or substantive defects of the leased property (see below).
Under what circumstances is sub-letting typically allowed?
Sub-letting is subject to the parties’ agreement. In the absence of an explicit clause, sub-letting is permitted for Civil Code leases and prohibited for commercial leases.
Obligations and liabilities
What are the general obligations and liabilities of the landlord in respect of the property and what are the consequences of a breach?
Landlords must ensure that a leased property is in a suitable condition for the envisaged use and that it remains so for the duration of the lease. Accordingly, the property must be free of substantive and legal defects on handover; the landlord is liable for such defects that arise later and is attributable to his or her fault (eg, by way of negligence or intent). In the event of a breach, the tenant has the right to make a partial or non-payment of rent and claim damages. When such defects materially affect the property’s use, the tenant may also have an early termination right.
What are the general obligations and liabilities of the tenant in respect of the property and what are the consequences of the breach?
The tenant’s main obligation is to pay rent. The law also prescribes that the tenant make “good use” of the leased property. In case of a breach of these obligations, the landlord may terminate the contract early and, in the case of bad use, may potentially claim damages.
Are any taxes payable on rental income? If so, are any exemptions available?
Rental income is taxed as personal income in the case of natural persons and business income in the case of legal persons. At present, the income derived by a lessor who is a natural person (ie, an individual) resulting from renting real estate is taxable on a sliding scale (ranging from 15% to 45%). Income accrued by legal entities from renting or disposing of real estate constitutes business income and is subject to corporate income tax (at present, 29%). A number of legal entities that are state-controlled bodies or regulated institutional investors in real estate (including real estate investment corporations and undertakings for the collective investment of transferable securities investing in real estate) and certain international organisations benefit from tax exemptions or reduced tax rate regimes.
Are the landlord and tenant bound by any insurance requirements?
Termination and eviction
What rules and procedures govern the termination of the lease by the landlord and the tenant’s eviction from the property?
Termination is usually effected in writing, although this is not a legal requirement. Indefinite-term leases are freely terminated without cause, subject only to procedural requirements, notably advance notice to the tenant.
All lease agreements afford the landlord a right of early termination in the event of a breach of a material obligation. In cases of delay of rental payments, termination is not effective immediately; rather, it is generally effective after one month.
In respect to eviction, the tenant must, in principle, vacate the property on termination of the lease for any reason. If the tenant fails to do so, the lessor may file an ordinary action or follow a speedier procedure before the competent courts, in which it seeks to have the tenant ordered to vacate the property. Vacation of the property takes approximately 12 months in the former instance and approximately six months in the latter.
In any case of a tenant’s delay in handing back the property to the lessor without the lessor’s consent, the tenant is liable to:
pay rent corresponding to the period of delay, together with any penalties that have been agreed under the relevant contract; and
indemnify the lessor for any direct or indirect damages resulting from the delay.
What are the typical providers of real estate financing in your jurisdiction? Are there any restrictions on who may provide financing?
Financial institutions are the typical providers of real estate finance.
Debt financing on a commercial scale is reserved for licensed credit institutions. Restrictions as to the providers of equity financing in real estate are uncommon but may apply by reason of the nature of the investee entity (eg, real estate investment corporations) or the location or features of a particular property.
What are the most common structures used to secure real estate financing and how are these security interests perfected?
The most common type of security is a mortgage on land and buildings. A mortgage affords the secured lender the right to collect proceeds from the liquidation (ie, forced sale) of mortgaged assets with priority over other creditors (other than so-called ‘generally preferred’ creditors that have priority by operation of law). Mortgages are registered by agreement between the security taker and the property owner in the form of a notarial deed and are perfected by way of registration with a land registry or cadastral office. Such registration must specify the property being encumbered and the secured claims, as well as the amount for which such security is registered. In the event of several mortgages registered on the same property, a prior mortgage has precedence over a subsequent mortgage.
Greek law also permits a creditor to register a notation of mortgage. Rules on mortgage proper also apply to notation, but:
a notation is generally registered by virtue of a court order issued on injunction proceedings;
notation provides the benefit of security only once it is converted into a mortgage; and
conversion is retroactive and conditional on the secured claim being validated by a final court judgment or order and requires a relevant registration of conversion.
What covenants are typically made in financing agreements?
Covenants typically relate to the project’s completion, maintenance, insurance and financing (including loan-to-value ratios).
Enforcement of security
How are security interests enforced in the event of default?
Enforcement proceedings differ by type of creditor (eg, special provisions exist for banking institutions) and executory title. Enforcement proceedings typically go through the court and result in a forced sale (ie, liquidation) of the affected property.
What is the typical timeframe for the enforcement of security?
The timeframe varies according to the particulars of the security. Banking institutions may generally use special legislative provisions that shorten the overall timeframe for enforcement. Court involvement usually results in severe delays of enforcement proceedings.
What is the general climate of real estate investment in your jurisdiction?
The investment climate has been severely affected by Greece’s prolonged financial crisis. Major investments in real estate are usually made by either institutional players or real estate investment corporations. The past eight to 10 months have seen a gradual recovery in the real estate market; however, there is still a broad supply of distressed properties that represent investment opportunities.
Who are the most common investors in real estate?
Corporations limited by shares and private capital companies are the legal forms typically used to hold small and medium-sized portfolios. Real estate investment corporations (REICs) are the primary regulated vehicle and must operate in the form of a corporation. The establishment of REICs requires the granting of an operating licence by the Hellenic Capital Markets Commission. REICs are subject to extensive supervision and mandatory listing within two years of their establishment.
Real estate investment structures that are not entities exist under Greek law, including real estate mutual funds (REMFs) – a type of undertaking for collective investment in transferable securities that invests primarily in real estate. REMFs are asset groups subject to regulation and must be managed by a regulated mutual fund management company.
Are there any restrictions on foreign investment in real estate?
Foreign investment in real estate is generally unrestricted (although there are restrictions on foreign ownership in border areas). However, capital controls imposed in 2015 and which are still in place may affect foreign investors in their ability to move profits that result from income properties or the sale of properties abroad.
What structures are typically used to invest in real estate and what are the advantages and disadvantages of each (including tax implications)?
Investment structures for real estate financing vary, depending mainly on the number of properties involved and whether the financing is in respect of plan assets or the businesses holding or operating the assets (ie, asset deals versus share deals).
In the case of asset deals, the purchaser typically raises financing through a combination of equity and bank debt, with bond loans being the preferred instrument. Such bond loans are available only to Greek corporations. Finance leasing is also popular, involving a regulated financing entity (ie, a financial lessor). The financial lessor acquires the property from the original owner and enters into a long-term lease with the interested investor, which is combined with an option to acquire at a pre-agreed residual value (typically nominal or even zero).
Acquisitions of larger portfolios typically follow a share deal format (ie, the acquisition of a controlling interest in the entities holding interests in the relevant properties). Depending on requirements, financing can be structured as:
acquisition financing granted to a special-purpose entity designated as the purchaser and subsequently merged with the entity holding the properties to achieve debt push-down; and
other types of corporate law instrument – including transformations (eg, mergers, de-mergers, hive-downs and spin-offs), share capital increases and the issuance and conversion of convertible bond loans as structural components – to help acquire control over the relevant parts of the businesses holding the assets.
Planning and environmental issues
Which government authorities regulate planning and zoning for real estate development and use in your jurisdiction and what is the extent of their powers?
According to the Constitution, the state has exclusive regulatory competence and control over the organisation of spatial and city planning. By way of exception, private entities may initiate the city planning process (with implementation still affected by the competent authorities).
Greece’s spatial and city planning legislation was recently reformed. At present, the following levels of spatial planning are envisaged:
Strategic planning applies at the national level as a whole (national planning frameworks (NPFs)) and to individual regions (regional planning frameworks (RPFs)). Both NPFs and RPFs are approved by ministerial decision and contain spatial planning guidelines, but not prescriptive provisions.
The subsequent level involves:
regulatory plans (local spatial plans (LSPs)), which prescribe the general terms and conditions for building and the general uses of land in a municipality; and
special spatial plans (SSPs) which also prescribe the terms and conditions for building and the general uses of land, albeit by reference to areas which necessitate special treatment for specific reasons set out in the relevant legislation.
Both LSPs and SPPs are approved by presidential decree.
Lastly, detailed street plans (DSPs) refine and detail the provisions of LSPs and SSPs. DSPs are typically approved by a decision of the general secretary of the competent region. They determine building (city) apartment blocks and specify common and welfare areas.
Areas where the city planning process has not been completed (customarily referred to as ‘outside-the-plan’ areas) are subject to a stricter regime. The building terms and conditions are generally approved by way of a presidential decree.
In each case, in the course of determining building terms and land use, the responsible state bodies must:
refrain from introducing rules that would result in a deterioration of living standards of the affected area’s inhabitants; and adhere to the process in effect relating to the environmental assessment of planning, in order to ascertain the impact of the proposed rules on the environment, among other things.
What are the eligibility, procedural and documentary requirements to obtain planning permission?
The competent government authorities may evaluate the purposefulness of the establishment or amendment of the building terms, as well as the land, uses in each particular area.
In order to construct buildings on any property, the plot’s size and location must fulfil the criteria set out in the applicable legislation. The uses permitted for each plot are determined in the applicable LSP or SSP. Development of a property may be pursued only in compliance with the building permit that has been issued. As a rule, the local municipality’s building department is competent to issue the building permit, although the law may envisage special competences of other bodies, depending on the intended use of the property.
The law specifies the documentary requirements for the issuance of building permits, including the title deeds of the property and architectural and engineering designs. Depending on the scale and nature of the works, an environmental licensing procedure may also be required.
Can planning decisions be appealed? If so, what is the appeal procedure?
Planning decisions are typically subject to appeal before the Council of State within 60 days from their publication in the Official Government Gazette. Building permits are typically subject to appeal before the administrative courts of appeal within 60 days from the affected person learning of the permit.
What are the consequences of failure to comply with planning decisions or regulations?
Ιn the case of, among other things, the performance of construction works without a required permit or in excess of its terms, or breach of the provisions envisaged by general or special building restrictions, the unauthorised building or construction is subject to demolition. Fines for erecting and retaining the unauthorised building may also be imposed. However, provisions relating to the demolition of unauthorised constructions have been applied to an extremely limited extent to date and, given the scale of unauthorised building activity in Greece over previous decades, various laws have been enacted which aim to regularise the larger part of such constructions, subject to conditions.
In the event that a building, construction or facility has an actual use which is different from the one envisaged under the applicable planning laws, the building, construction or facility may be subject to administrative sealing for up to one year or, in the case of a persisting offence, an indefinite period.
What regime governs the protection and development of historic and cultural buildings?
Historic and cultural building protection laws envisage a series of restrictions. These range from a complete ban on development to partial restrictions on the development of properties that neighbour ancient monuments. With regard to historic buildings, restrictions on the type of work allowed may apply in order to retain the characteristics that led to their designation as such.
What regime applies to government expropriation of real estate?
The state may deprive a party of property owners only for reasons of public interest and subject to prior compensation. The law envisages a special procedure for the pronouncement of expropriation and the determination of applicable compensation.
What is the required notice period for expropriation and how is compensation calculated?
There is no required notice period for expropriation. However, expropriation is typically effected only after payment of the applicable compensation, which can be time-consuming. Compensation is payable within 18 months as of the determination of its quantum.
Such determination is typically decided by a court ruling on the basis of:
the imputed taxable (ie, objective) value of the property;
the value of transactions pertaining to similar and neighbouring properties; and
the potential profits from the property.
What environmental certifications are required for the development of real estate and how are they obtained?
Depending on the scale and nature of the works, an environmental assessment process is required, in line with applicable EU law. Further, works and activities that have a significant impact on the environment require a decision of approval of environmental terms issued by the minister of the environment and energy or the general secretary of decentralised administration. The process involves the participation of various public bodies, including the delivery of statements of opinion, as well as public consultation.
A simplified procedure applies to real estate developments with a regional and non-significant environmental impact. Such developments are governed by model environmental undertakings, which include general terms and conditions for the protection of the environment. The competent government agency depends on the type of development.
What environmental disclosure obligations apply to real estate sales?
If there is no valid environmental permit and the seller fails to disclose this information to the purchaser, the seller may be liable on the basis of substantive defects. In addition, an energy efficiency certificate is typically required for the execution of the transfer deed.
What rules and procedures govern environmental clean-up of property? Which parties are responsible for clean-up and what is the extent of their liability?
If there is no valid environmental permit and the seller fails to disclose this information to the purchaser, the seller may be liable on the basis of substantive defects. In addition, an energy efficiency certificate is typically required for the execution of the transfer deed.
Are there any regulations or incentive schemes in place to promote energy efficiency and emissions reductions in buildings?
Incentives for the promotion of energy efficiency are in place and are typically financial in nature. The incentives may be prescribed by law or targeted schemes of the various agencies.