Company Registration in Bulgaria – Trading Company
Company Registration in Bulgaria – Trading Company Latchezar Georgiev
Registering a Trading Company in Bulgaria
Registering a trading company in Bulgaria is done before the Bulgarian Commercial Register.
The registration procedure is very fast, hassle-free and with clear requirements. It normally takes between 3 and 5 business days for the company to be officially listed.
Stages of the Registration Procedure
Sign and notarise the constitutional documents – some of the documents need to be only signed by the shareholder(s) and/or the manager(s) and some of them need to be notarized as well. In case the client doesn’t come to Bulgaria for the incorporation, in some countries the notarized documents need to also obtain apostille.
Deposit the company’s capital – the company’s initial capital should be deposited in a special bank account, the so called accruing/accumulative bank account. It can be either deposited in cash or with a wire transfer. Once the money hit the account, the bank issues a special certificate which confirms that the company’s capital has been duly paid. This certificate must be presented at the registry. The amount of capital stays blocked in the bank account until the registry issues a decision on the company registration. The Commercial Act requires the minimum capital prescribed by law, i.e. BGN 2, to be paid-in prior to incorporation.
Actual registration with the Commercial Register – after the constitutional documents are submitted, then the Commercial Register reviews them and if the documentation set is full and correct, then they prescribe a 3 day period in which the company will be officially listed.
Limited liability company (LLC) – in Bulgarian EOOD /solely owned LLC/ or OOD /LLC owned by two or more shareholders/. This is the most commonly used legal form in Bulgaria. 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 LLC may be founded by one or more persons, including foreign natural or legal persons. The minimum foundation capital is BGN 2.00 divided into shares with nominal value of BGN 1 each. 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 manager or managers.
Joint Stock Company (JSC) – in Bulgarian AD or EAD. This is a commercial company with share capital owned by its members whose liability is limited to the amount of the capital they subscribe. The minimum required capital of a joint stock company is BGN 50,000, increasing to BGN 100,000 if the capital is raised by a public offer. There are different requirements for establishment of banks, insurance companies and investment companies. In the general case of a registration of a public limited company, contributions to initial capital may be paid in cash or in kind, and at least 25% of the capital must be paid up on foundation. A joint stock company may issue either registered or bearer’s 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).
Branch of a foreign legal entity – Foreign legal entities registered abroad can register a branch in Bulgaria provided they are registered as commercial entities in accordance with the relevant legislation in their home country. No authorized capital is required to found a branch. A branch is not a legal entity, it is part of the company – founder. However, branches are obliged to maintain accounts as an independent company. A branch of a foreign company must prepare a balance sheet.