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 could take between 2 and 3 days, and it concludes with enlisting of the newly formed entity in the Commercial Register. The most popular type of company is the one with limited liability – SOLTD (in Bulgarian EOOD) and LTD (OOD).

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.

Pros and Cons

On one hand, there are a number of advantages with this type of legal entity. The partners in an LTD or the sole owner respectively, have their liability limited to the value of their investment in the entity’s capital. The minimum capital required to incorporate this type of entity is only 2 BGN. The partners may later decide to increase the capital if necessary.

However, there are also some disadvantages. The registration fee is significantly higher than that of a sole proprietor. The deregistration of SOLTD or LTD and the liquidation procedure is longer and more complicated. There are additional bank charges, for example, fees to open a capital-raising bank account.

Registration procedure

There are three key stages in the company registration procedure. Firstly, get all the paperwork ready. Next, plan for visits to the notary and the bank. Last but not least, there is the online submission of the documents to the Commercial Register.

Visit the bank

The sole owner, the appointed manager, or a proxy must open a Bulgarian bank account in the name of the company. The partners or the sole owner pay in the account their respective share of the company capital. A legal representative of the company should provide the Bank with the memorandum and article of association. In addition, the bank would also request the minutes from the initial meeting as well as a specimen signature.

Visit the notary

The manager (or sole owner) signs a special document before the notary, a written declaration that he/she is happy to perform the role of a manager in the company.  His or her signature would serve as a reference in the Commercial Register.

Necessary documents for company registration

    1. A note signed by the bank as confirmation of receipt of the paid-in capital.
    2. The manager’s written agreement to perform the role with a specimen signature. This document must be notarized and signed by the manager.
    3. Memorandum and article of association. Firstly, it contains the name and registered address. Secondly, names 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. Minutes from the initial meeting, also known as a founding protocol. 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 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.
    7. 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. 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

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