A private limited liability company is a company with share capital owned by the shareholders whose liability is limited to their participation in the capital subscribed. It can be OOD – a LLC with two or more shareholders or EOOD – with only one shareholder. The shareholders can be physical persons, other companies or both. There are also no limitations for the shareholders’ nationality – they can be local persons or foreigners. The minimum share capital for registering LLC is only 2 BGN. By the time of the incorporation, 75% of the capital needs to be paid in the company’s Bulgarian bank account. 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.
Procedure to incorporate LLC in Bulgaria:
– Choose the company’s name. After that the chosen name needs to be checked whether it is unique or someone else has already reserved it. If not, the chosen name needs to be reserved in the Registry Agency.
– Draft your articles of association and the entire set of documents needed for registering a company in Bulgaria.
– Should the shareholder or one of the shareholders is a foreign company, you need to obtain the company’s certificate from the Registry Agency in the country of residence. The certificate needs to be notarized with apostil from the Ministry of the Foreign Affairs from this certain country.
– Deposit the initial capital in your already opened company’s bank accounts.
– Appoint the management body, address of management, scope of activity.
– Deposit all the documentation needed into the Registry Agency.
– Wait for around 4-5 business days until the company is registered with the Bulgarian Registry Agency.
What else is needed after the Bulgarian company is incorporated:
– The company’s stamp needs to be made
– VAT registration. The VAT registration in Bulgaria can be either compulsory or voluntary. The compulsory registration applies when the company’s turnover exceeds the amount of 50,000 BGN. Usually the VAT registration and the VAT number are ready for not more than two weeks.
– Intrastat submission – this is needed in case your company is trading with other countries from the EU.
– EORI code – this is needed in case your company is trading with countries from outside the EU.
– Licenses and excises – these registrations are additionally required should your company is trading with electric power, liquor, cigarettes, or it is a tour operator, recruitment agency, etc.
Registration of a Bulgarian company, whether you decide to incorporate LLC, joint stock company or branch of a foreign company, is one of the wisest business decisions you can make. The reasons for this are multiple, starting with one of the easiest and fastest registration procedures in Europe, the most favourable tax environment in the EU and the many business opportunities and finishing with the relatively low cost of labour, strategic geographic location and the overall high level of financial and economic stability in the country.
