What are the Procedures that need to be done to have your own Limited Liability Company in Bulgaria?
Procedure to Incorporate: Decide on your company name and check in the current registers if it is available, then reserve the name for your company. Draft your articles of association. Form your company share capital of minimum 5000 Bulgarian Leva, around €2500. Obtain your bank deed confirming that at least 70% of the registered capital has been paid. Appoint your management body. Obtain your registration in the commercial register from the relevant district court. Wait for a publication of the court decision in the State Gazette. The company registration is then complete. Register at the National Statistical Institute and receive your BULSTAT number. This must be done within three days after the registration of the company. Register at the territorial division of the National Social Security Institute (NOI). Register at the territorial tax office within 14 days after registration. Normally the whole process takes about 20-30 days.
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Bulgarian Company Types what are they?
The Bulgarian Commercial law allows for the following types of business organisations: a private limited company a public limited company (joint stock company) a branch The most appropriate types of companies for carrying out business in Bulgaria are: a private limited company, a public limited company, a single-person private limited company, a holding and a branch. All of these have to be entered into the commercial register kept with the relevant district court.
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What is a Private Limited Company - limited liability company - OOD?
It is a commercial company with share capital owned by its members whose liability is limited to the amount of the capital subscribed. A private limited liability company may be founded by one or more persons, including foreign natural or legal persons. The minimum foundation capital is Leva 5,000 divided into shares with nominal value of Leva 10 each and at least 70% of the capital must be paid upon foundation. Contributions to the foundation capital may be paid in cash or in kind. The statutory bodies of the private limited companies are the general meeting of shareholders, which must be held at least once a year, and the managing director or board of directors. A single-person private limited liability company is called "EOOD". It is owned by a natural or a legal person. The sole shareholder exercises the powers of the general meeting and the managing director or board of directors is appointed to run the company. A private limited company must prepare a balance sheet and financial statements each year. Here is a general explanation of what is needed to set up a private limited company in Bulgaria: produce articles of association (Memorandum of Association - in the case of a single-person private limited company); the Law on Commerce stipulates the obligatory provisions of the articles appoint a managing director (or board of directors) paid up at least 70% of its authorised capital, including at least one-third of each member's contribution This information together with details of the management is recorded in the commercial register and promulgated in the State Gazette.
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What is a Public Limited Company- joint stock company - AD
It is a commercial company with share capital owned by its members whose liability is limited to the amount of the capital they subscribe. A joint stock company can be founded by two or more persons, including foreign natural or legal persons. The only exception to this rule is when the State is the only founder and, therefore, the sole owner of the whole capital of the company - in this case we have a single person public limited company (EAD). The minimum capital of a joint stock company is Leva 50,000, increasing to Leva 100,000 if the capital is raised by a public offer. In the general case of a registration of a public limited company, contributions to foundation capital may be paid in cash or in kind, in which case an independent valuation is required, and at least 25% of the capital must be paid upon foundation. A joint stock company may issue either registered or bearer shares. The general meeting of shareholders is the highest body of the company, and must be held at least once a year. The shareholder's meeting elects a board of directors (a one-tier management structure) or a board of directors and a supervisory board (a two - tier management structure). A public limited company must prepare a balance sheet and financial statements each year. Special statutory instruments provide additional requirements to the foundation of banks, insurance companies and investment funds in the form of joint stock companies. Here is a general explanation of what is needed to set up a public limited company in Bulgaria: have adopted articles of association have all of its authorised capital fully subscribed have paid up at least 25% of its authorised capital have elected a board of directors, and have met any other legal requirements Details of the official business name and registered office of the company, its management bodies, and other facts related to its incorporation, existence and winding-up are recorded in the commercial register and promulgated in the State Gazette.
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Branch?
Foreign legal entities registered abroad, as well as foreign natural persons and entities that are not legal persons, can register a branch in Bulgaria provided they are registered as commercial entities in accordance with the relevant legislation in their home country. No authorised capital is required to found a branch. A branch is not a legal entity, it is part of the company - founder. Branches are obliged to maintain accounts as an independent company. A branch of a foreign company must prepare a balance sheet.
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Joint Stock Company Formation in Bulgaria?
Procedure to Incorporate: Call a constituent assembly for the company. Make a decision for the establishment of a joint-stock company. For a single member joint-stock company only: Adopt your articles of association. Elect your supervisory board of directors and appoint your management. Subscription of the capital stock - Minimum of 50,000 Bulgarian Leva (about 25,000 Euros) Opening a bank account by the management for collecting the cash instalments. Get a bank certificate for the instalments paid - at least 25% of the nominal value of subscribed stocks. Prepare the documents for the court registration. Get your entry in the commercial register. Make sure that the registration is performed within three months after the constituent assembly of the company. By then the company registration is complete. Wait for the publication of the court's decision in the State Gazette Register at the National Statistical Institute and receive your BULSTAT number. This must be done within three days after the registration of the company. Register at the territorial division of the National Social Security Institute (NOI) Register at the territorial tax office within 14 days after the registration of the company. Normally the whole process takes about 20-30 days. |
