The types of business organizations, most often used in Bulgaria are a Limited Liability Company (LTD/LLC), a Joint-Stock Company (JSC), a branch and a trade representation.
- Limited Liability Company (LLC/LTD)
It is the business type most popular among investors and entrepreneurs because of the minimum capital requirements, simplified structure and management. LLC can be established by one or more persons – individuals and/or legal entities. Shareholders in LLC may be Bulgarian and/or foreign individuals and/or legal entities.
The minimum share capital of Bulgarian LTD is 2 BGN (two Bulgarian Leva), which is equal to approximately 1 EUR (1 Euro).
The company shares may be transferred by a notarized contract for transfer of shares. Transfer of shares is possible between shareholders or to a third party.
The company is governed by a Manager. This position may be occupied by one or more persons. Only a natural person may be appointed as a manager of LTD. The manager can be a shareholder or a third person and there are no restrictions for his/her nationality.
- Joint-Stock Company (JSC)
JSC is another widely used type of business organization and startup. The most intriguing for investors are the lack of legal restrictions on the transfer of shares and the lack of personal commitment of shareholders in the company activity. This type of company could be founded by one or more Bulgarian and/or foreign individuals and/or legal entities.
The minimum registered capital for registration and operation of JSC is 50 000 BGN (fifty thousand Bulgarian Leva), which is equal to approximately 26 000 EUR (twenty six thousand Euro). For certain types of activities, such as banking or insurance activities, a higher minimum capital is required. At the moment of company formation at least 25 % of the value of each share must be paid. This means that the minimum for starting the company registration is 12 500 BGN, as the remainder of total capital (37 500 BGN) shall be paid within two years.
The company is governed by Board of Directors (in one-tier system) or by Supervisory Board and Management Board (in two-tier system). It is required at least 3 persons to participate in the governing body.
Shares of a joint-stock company are tradable instruments. The shares may be:
- registered shares or bearer shares;
- common shares or preferred shares;
- stock shares or dematerialized shares.
The transfer of registered shares must be recorded in the book of registered shareholders of JSC. In most cases, the acquisitions of shares by new shareholders doesn’t meet with special difficulties.
Opening a branch is one of the ways for the realization of business operations of a foreign company in Bulgaria. Foreign companies registered as traders in the country where they are established are able to organize their business in Bulgaria by registration of branch of a foreign trader.
Branch of a foreign trader is being created with registration in the Commercial Register. After its formation, according to Bulgarian legislation, the branch of a foreign company is not an independent legal entity but it has a certain degree of independence from the parent company. There is a requirement for the branch to have independent accounting and to draw up separate balance sheet. Assets and liabilities of the branch are considered as assets and liabilities of the parent company.
The branch is governed by a Manager. Regarding the taxes, as place of business (a permanent establishment) of the branch of a foreign company shall be considered Bulgaria. For tax purposes the foreign parent company will be liable to corporate tax on profits from the activity of the branch in Bulgaria.
- Trade representative office (TRO)
A foreign person or legal entity may register a trade representative in Bulgaria, provided that it is entitled to conduct business under the national law of its home country. Trade representative office (commercial representation) is being registered in the Bulgarian Chamber of Commerce and Industry.
TRO is not a separate legal entity and cannot carry out business activity. Thus, commercial representation aims to carry out activities such as promotions, exhibitions, demonstrations, training or advertising of products and services. Therefore, in general TRO does not generate any income and it is not a subject to corporate tax in Bulgaria.
If TRO is involved in business activities in the country it can be classified as “a permanent establishment” for the purposes of taxation and the foreign parent company will be liable to corporate tax on profits in Bulgaria made as a result of business activity of the TRO.