Register limited company in Bulgaria

Public body: Registry agency

Website: https://portal.registryagency.bg/commercial-register

Introduction

The process of setting up a limited company in Bulgaria takes about 2 to 3 days and it concludes with enlisting the newly formed entity in the Commercial Register. The most popular type of company is the one with limited liability – SOLTD (in Bulgarian ЕООД) and LTD (ООД).

The only difference between the two above is in the number of partners. SOLTD stands for sole owner limited liability company. One individual owns 100% of the capital. In the case of LTD (limited liability company), the founders must be at least two, and there is no requirement to have equal capital investments.

Advantages and disadvantages

The partners in the LTD or the sole owner respectively, have their liability limited to the value of their respective shareholding. In other words, their personal assets are protected should their limited liability company go bankrupt. The minimum capital required to incorporate this type of entity is 2 BGN. The partners may later decide to increase the company’s capital. It is also possible to attract new partners who receive a share in the company.

The registration fee is significantly higher than that of SP. The deregistration of SOLTD or LTD and liquidation procedure is long and complicated. Additional bank fees are paid to open a company bank account to raise the required capital.

Registration procedure

The procedure for registration of a company goes through three main stages:

  1. Visits to the notary and the bank
  2. Getting the paperwork ready
  3. Online submission of the documents to the Commercial Register.

 The bank

The sole owner or his representative must open a Bulgarian bank account in the name of the company. This is a special type of account where each partner (or the sole owner) deposits their part of the company capital. Finally, the bank will provide a receipt (proof) of the payment made. One needs to provide the Bank the memorandum and article of association. The bank would also ask to see the protocol from the initial meeting as well as a specimen signature.

The notary

The manager (or sole owner) of the company must visit a notary.  He or she signs a special document before the notary, a written agreement to perform the role of a manager in the company. On the same document, the manager also lays a sample of his or her signature, which serves as a reference in the Commercial Register

Necessary documents for company registration

    1. Bank receipt of paid-in capital.
    2. A written agreement to perform the role of a manager and a specimen signature. This document must be notarized and signed by the manager.
    3. Memorandum and article of association. Firstly, it contains the name, registered office, address of the management of the company. Secondly, names and other personal data of the partners or the sole owner. Next, the company’s main purpose and activity. Finally, the amount of capital, as well as the value of the contributions of the partners to OOD
    4. Constituent Protocol (EOOD) or Protocol of the initial meeting of all partners (OOD). This document contains a decision to register the company, which is taken by the sole owner or by the partners.
    5. Declaration as per Article 13, paragraph 4, from the Commercial Register Act. The applicant declares the authenticity of the stated information. It is signed by the applicant.
    6. Declaration as per Article 13, paragraph 5 from the Commercial Register Act.
    7. Declaration as per Article 141, paragraph 8 from the Commercial Act. A written statement from the manager that there are no legal obstacles preventing him or her from taking up this position in the newly formed company.
    8. Declaration as per Article 142 from the Commercial Act. A written statement from the manager that he or she will not take any similar roles in other entities.

Submission of registration documents

The Registry Agency manages all the additions and changes to the Commercial Register. An applicant who has already an electronic signature can submit all documents online. Alternatively, one can appoint a lawyer to file the documents online on their behalf. The online submission is also cheaper only 55 BGN.

The time taken to register a company is between 2 and 3 days. Once the company is listed, it will receive an official code (ЕИК). It is a unique 9-digit number, and it serves as an identification of the company.

The Registry Agency shall not issue a certificate or other registration document. It is enough the company is now visible in the Commercial Register.

How much does it cost to register a company?

  • Capital investment – a minimum of 2 BGN
  • Bank fees – a one-off BGN 20 BGN and an additional monthly account fee (circa 10 BGN).
  • Specimen signature – BGN 6 for one issue.
  • Registry Agency fee for online submission – BGN 55.

In summary

The required set of documents includes Registration application; Articles of association; Minutes of the incorporation of a company; Notarized specimens of each of the appointed general managers; Declaration in the meaning of art. 142 of the Commerce Act, signed by each of the appointed general managers; Declaration in the meaning of art. 141, para 8 of the Commerce Act, signed by each of the appointed general managers; Certificate issued by a bank as to the paid-in capital; Document for paid state fee for the incorporation of a company; Declaration under article 13, para 4 of the Law on the Commercial Register signed by the general manager – candidate.

Application for registration is available on request (email Hello(at)move2bulgaria.com for Form А4).