What are the legal and international
Guarantees for Foreign Investments?
The Bulgarian Constitution and the Law
on Foreign Investments provide national
treatment to foreign investors, which
means that foreign investors are entitled
to perform economic activity in the
country under the same provisions applicable
to Bulgarian investors except where
otherwise provided by the law.
Are there any restrictions on
the management of companies with foreign
capital?
There are no restrictions imposed either
on the management, or the members of
the company boards. Managers and board
members in FDI enterprises can be foreign
nationals.
Are there any restrictions on
the management of companies with foreign
capital?
What kind of enterprises with foreign
investment for establishment the Bulgarian
Legislation provides?
Private limited company
Single person private limited liability company
Public limited company
General partnership (unlimited partnership)
Limited partnership
Public limited partnership
Sole trader
Foreign legal entities may register also
Branches
Representative offices
Joint ventures
What is the easiest way to conduct business in Bulgaria?
By registration of a company in Bulgaria. The most appropriate types of companies for conducting business in Bulgaria are limited liability companies and public liability companies (including a single owner private limited liability and public limited companies). Registration of the company is made with the Trade Register of the relevant District Court.
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What should one know about the Limited Liability Company?
LIMITED LIABILITY COMPANY (OOD) /including SINGLE PERSON LIMITED LIABILITY COMPANY (EOOD)/. The capital is formed by the quotas (sometimes referred to as shares) of its constituent members (promoters). The liability of a member is limited to the amount of the capital the member has subscribed. A limited liability company is founded or owned by one or more persons, including foreign natural or legal persons. The minimum authorized capital is BGN 5000.00. At least 70% of the capital should be paid prior to registration. A single person limited liability company (EOOD) is an OOD, owned by one person, including a foreign natural or legal person. The sole owner of an EOOD exercises the powers of both the general meeting and the manager, unless another manager has been appointed to run the company.
The limited liability company (OOD) should work out the balance sheet and the annual financial statements.
What should one know about the joint-stock company?
PUBLIC LIABILITY COMPANY (AD) /including SINGLE PERSON PUBLIC LIABILITY COMPANY (EAD)/. The company is liable to its creditors to the extent of its assets. An AD may be founded or owned by one or more persons, including foreign natural or legal persons. The minimum capital pf AD is BGN 50000.00. At least 70% of the capital should be paid prior to registration.
A joint-stock company may issue either registered, bearer or preference shares.
A single person joint-stock company (EAD) is an AD owned by one person, including a foreign natural or legal person; in this case the sole owner of the capital exercises the powers of the general meeting of shareholders.
The joint-stock company (AD) should
work out the balance sheet and the annual
financial statements.
What are the additional requirements for registering any specific types of business?
There are some specific additional requirements as to the incorporation and running of certain types of companies (e.g. banks and insurance companies). A higher minimum capital is required for the establishment of certain companies such as:
Banks - BGN 10000000
Insurance companies - BGN 500000.00
Voluntary health insurance company - BGN 2000000.00 (initially paid in cash, subsequently - in kind)
Voluntary pension security companies - BGN 3000000.00 (paid in cash)
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How to register a representation
office?
A representation office is registered
with the
Bulgarian Chamber of
Commerce and Industry (BCCI)
upon submission of a standard form and
a registration card, furnished with
the documents required by the Law on
Commerce. Registration takes from 1
to 3 days. The representation office
is not a legal entry and it is not entitled
to conduct any economic activity.
What are the steps necessary to establish business in Bulgaria?
Registration of the company's name with the Information Service Center;
Working out of the Company Charter or Articles of Partnership/Articles of Association, which should include the following items - company name, central office, main activity, partners and shares - general data of partners (if the partner is a legal entity it has to present a copy of its recent registration, plus a certified resolution signed by the managing body, approving the partnership of the new company), partner rights and obligations and company management;
Declaration on behalf of the manager/s as per the Law on Commerce;
Deposition with a bank of due authorized capital or at least 70% of it;
Application for entry in the Trade Register of the Court and publication in the State Gazette.
Do I need any assistance for registration of a company in Bulgaria?
Yes, it is recommended; Our lawyers
are at your disposal with a full package
service; it will take 3 working days
for producing the whole set of documents
for the Court; registration with the
Court will take two weeks at the most;
fees are competitive.
Please
note! Once registered, companies
and representation offices have to register
their activities within 14 days as of
register with:
Local Tax Administration Offices for taxation purposes
Local Social Security Offices, if foreign investors have employees on their pay-roll
The National Institute on Statistics under the registration system BULSTAT for statistical purposes
Customs authorities when foreign trade operations are performed
What are the state fees for registration of a company?
Registration in the Court
LTD (OOD/EOOD) - up to 100 Euro
PLC (AD/EAD) - up to 250 Euro
Specific types of business - banks, insurance, investment companies - up to 800 Euro
Registration of the company's name with the Information Service Center - up to 26 Euro
Registration with the National Institute on Statistics - up to 26 Euro
Registration with the Local Tax Administration Office - no fee
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