1. In connection with the registration of companies in Bulgaria we offer:
- - consultation on the choice of a legal form of a trader, a type of a company and structure;
- - keeping of a business name;
- - providing a company address;
- - bilingual drafting of the constituent documents;
- - assistance in the legalization, translation and certification of documents issued by another country for presentation to the Bulgarian institutions;
- - assistance with a notary for certification of documents;
- - opening of a fundraising account during the company registration;
- - company registration from a distance - online registration, without the client being on the territory of the country;
- - submission of the registration documents for entry in the Commercial Register.
2. Services after the company registration:
- - comprehensive legal and accounting service;
- - long-term subscription service at an optimal ratio of price and quality;
- - opening a bank account (current, corporate) of a company and online banking;
- - obtaining a company stamp;
- - obtaining a certificate of current status of a company;
- - preparation of all types of documents in connection with the performed commercial activity;
- - submission of company documents for entry in the Commercial Register;
- - entry of all types of changes of circumstances regarding a company - change of a business name, a seat and a registered office, change of the management method and the members of the management body of a company, change of a scope of activity, change of a partner, transfer and sale of company shares to a partner or to a third party, transfer and sale of stocks, change of the type of stocks, increase and decrease of the registered capital and others;
- - obtaining references and representation of a company before the Registry Agency, the National Revenue Agency and other institutions;
- - registration of a branch of a company;
- - ready-made companies (shelf companies), nominee services;
- - consultation on obtaining licenses and permits for exercising various commercial activities;
- - consultation on acquisition and taxation of tangible assets;
- - registration of a trademark, a patent and other intangible assets;
- - consultations on tax, accounting and banking issues;
- - tax planning and representation before the tax authorities;
- - preparation and filing of tax returns and other documents to the National Revenue Agency, the National Social Security Institute, the National Statistical Institute and other institutions;
- - VAT registration;
- - preparation and publication of Annual Financial Statements (AFS);
- - transfer of business from another country to Bulgaria;
- - registration of companies in other jurisdictions and offshore zones;
- - commercial representation (trade representative office);
- - preparation of documents for a residence permit in Bulgaria and for acquisition of Bulgarian citizenship.
3. Types of Companies
In Bulgaria entrepreneurial activity can be developed through several types of companies. In partnerships, such as general partnership and limited partnership, members are jointly liable, there are no requirements in terms of capital, there are no management bodies. Capital companies (limited liability company, joint-stock company and limited partnership with shares) are characterized by a mandatory minimum of capital and management bodies, as well as limited liability of partners or shareholders.
General Partnership (SD) - can be formed by two or more natural persons or legal entities who have unlimited and joint liability for the obligations of the company. The capital is formed by capital contributions of the partners, which can be monetary or non-monetary. The capital increases by attracting new partners, capitalization of a part of the profit, accumulation of reserves and their transformation into capital. Decrease in capital can result from a partner’s leaving or from covering losses of the company.
Limited Partnership (KD) - formed by a contract between two or more persons to carry out commercial activities under a common company, where one or more partners are jointly and unlimitedly liable for the obligations of the company, and the other partners are liable to the extent of their capital contribution. The company is managed and represented by the general partners. The capital is formed from capital contributions of partners with unlimited and limited liability.
Limited Liability Company (OOD/LLC/LTD.) - can be formed by two or more persons liable for the obligations of the company to the extent of their contribution in the company’s capital. Each partner is entitled to a part of the profit, in proportion to his shares in the capital of the company. The minimum capital for establishing a limited liability company is BGN 2. The capital consists of the company shares of the partners. The company's bodies are the General Meeting of the Partners and the manager (s), who is (are) not necessarily a partner / partners.
Single Member Limited Liability Company (EOOD/LLC/LTD.) - the company is a single member company when formed by only one natural person or legal entity, who is the sole shareholder. The minimum capital for establishing a single member limited liability company is BGN 2 and it consists of shares. In EOOD, the sole shareholder decides on matters within the competence of the General Meeting.
Joint-Stock Company (AD/JSC/PLC) - a company whose capital is divided into shares. It may be established by two or more natural persons or legal entities. The company is liable to its creditors with its property. The minimum required capital is BGN 50,000. The shares may be registered and preference shares. The registered shares are materialized and non-materialized. The transfer of registered shares is made by endorsement. The non-materialized shares are transferred by entering in the register of the Central Depository.
Bodies of the joint-stock company are the General Meeting of Shareholders and the body / bodies of management. The management bodies are the Board of Directors (one-tier system) or the Supervisory Board and the Management Board (two-tier system).
Single Member Joint-Stock Company (EAD/JSC/PLC) - formed by one person (natural person or legal entity), which is the sole shareholder. In EAD, the sole owner of the capital decides on matters within the competence of the General Meeting.
Limited Partnership with shares (KDA) - formed by a contract between partners with limited and unlimited liability, and shares are issued for the contributions of the limited partners. The number of limited partners cannot be less than 3. The bodies of the KDA are the General Meeting of the Shareholders and the Board of Directors. Right to vote at the General Meeting belongs only to the limited partners, and the Board of Directors consists of general partners. The minimum required capital is BGN 50,000.
4. Documents Required
Documents required for registration of a limited liability company/single member limited liability company:
- - Memorandum of Incorporation - it specifies the scope of business activity, partners’ details, amount of capital, manager’s details;
- - Protocol of Incorporation (for EOOD) or Protocol of the General Meeting of Shareholders (for Ltd.) – specifies the agenda of the Constituent Meeting and the decisions made;
- - Application for registration of details - contains details about the company, the manager, the capital;
- - Statement under Art. 13, para. 4 of the Commercial Register Act - declare the truth of the details stated;
- - Statement under Art. 13, para. 5 of the Commercial Register Act - declare that the application and attached documents have been provided by the applicant;
- - Statement under Art. 142 of the Commercial Law - declares that without the consent of the company neither business transactions will be made, nor participation in other companies will be established;
- - Statement under Art. 141, para. 8 of the Commercial Law – the Manager declares that he/she meets the legal requirements for a company manager;
- - Consent for management and signature specimen – accepting the management of the company;
- - Certificate of paid-in capital;
- - Documents for non-monetary contribution (aport);
- - Document establishing the existence of a legal entity - partner, and certifying the persons who represent it under its national law;
- - Document for paid state fee.
- - Company registration by an individual – 150 EUR;
- - Providing a company address in Bulgaria – 100 EUR;
- - Remote (online) registration – 100 EUR;
- - Remote opening of a bank account with internet banking – 160 EUR.