How to register a company in Bulgaria? Company registration documents.

How to register a company in Bulgaria? Company registration documents.

Belov Law Office encourages and admires every person who decides to start their own business. Free economic initiative is a key element in any democracy. Business gives hope and makes people dream, becoming more confident in the future. With this article we bring to your attention information about the procedure for registration of a company in Bulgaria.

* Note: according to our legislation, the term “firm” denotes only the name of the company, and the company itself is the subject (legal entity), which is the holder of certain rights and obligations. In this article, the terms are used in terms of unambiguity.

 

How to register a company in Bulgaria? Company registration documents.
 

Before registering a company you need to think about the following things.

 

Most of our partners have difficulty in choosing the type of company to register. Each structure has its advantages and disadvantages.

An important element is to think about the taxes you owe to the state and the responsibility you take on your partners.

Fortunately, the tax liabilities of each company registered in Bulgaria are relatively low, compared to other European countries.

For more information on taxes and investments, please read our section

 
 
 

Currently, a limited liability company (limited liability company – BG = OOD) or limited liability company (sole proprietorship limited liability company – BG = EOOD) is the preferred form for starting a small to medium-sized company in Bulgaria, especially after reducing the start-up capital requirement during registration.

 

What is the difference between EOOD and OOD.?

 

The difference between EOOD and OOD is in the number of individuals owning part of the capital.

 

In EOOD the ownership of the capital is sole – one person is an importer of the capital, ie. sole owner of the capital.

 

For registration of a limited liability company – the founders must be at least two, but there is no requirement to have equal capital investments.

 

Who can register a company in Bulgaria?

 

Any individual who has reached the age of 18, regardless of nationality. In principle, there are no official requirements or conditions for foreign citizens who want to register a company in Bulgaria.

 

What is the minimum capital when I register a company / trade company Ltd. / Ltd.?

 

The capital of the limited liability company may not be less than BGN 2 or approximately EUR 1. It consists of the shares of the partners, which cannot be less than BGN 1.

 

The sum of the shares must be equal to the capital and the value of each share must be a multiple of 1.

 

The shares may be different in size for the individual partners.

A share can be taken jointly by several persons.

 

The amount of the capital is one of the necessary and obligatory requisites in the content of the company contract / memorandum of association. When the full amount of the capital has not been paid at the establishment, the terms and conditions for its payment shall be determined in the contract.

 

The term for additional payment of the entire amount of the capital may not be longer than two years from the registration of the company, respectively from the increase of the capital;

 

The size of the shares with which the partner participates in the capital is also an element required by law.

 

Headquarters and address of management.

 

The seat of the company is the settlement where the management of its activity is located.

The address of the company is the address of the management of its activity.

An important aspect about the company’s address is to be up-to-date and to have constant access to it, otherwise we risk in certain cases, such as litigation, the court to consider that we have been notified.

 

How to register a company and what is the subject of its activity?

 

The most important thing for the subject of activity of the company is that it must not contradict the law or good manners.

  • What is the difference between the subject of activity and the code of its economic activity?

The indication of an economic activity code (NACE) is not mandatory and is usually applied when the company is established to apply for a European Union funding program. The subject of activity of the company is an obligatory and main element of the content of the constitutive act/company contract.

 

How to register a company in Bulgaria? Company registration documents.

 

The name of the company.

 

The name of the company (firm) is its main identifier together with the unique and identification code (UIC), which is institutionalized ex officio upon registration in the Commercial Register.

The important thing about the name is that it must be unique, ie. there cannot be two companies with the same name.

 

The main name of the company must be written in Cyrillic. It is possible that there is an accompanying name written in Latin. The ending OOD / EOOD is added to the name.

 

The name of the company is chosen by its founders, ie. the partners or the sole owner of the capital.

 

How to register a company in Bulgaria and what documents are needed for the registration of a company?

 

 

Basic documents for company registration:

 

  1. Note on paid-in capital, which you can issue from a bank of your choice.


This is the so-called accumulation account. It is a special account to which a certain amount of money is deposited in favor of your company before it is registered, in other words, the owner of the company or the partners pay their shares in the capital.

 

2. Consent to accept management and sample signature


This is the so-called specimen. It is necessary for it to be notarized and signed / signed by the manager.

 

3. Memorandum of Association (Ltd.) or partnership agreement (Ltd.).

 

The Memorandum of Company / Articles of Memorandum must contain:

– the company, the registered office and the address of management of the company;

– the subject of activity and the term of the contract;

– the name, respectively the company and the unique identification code of the partners;

– the amount of the capital, when the entire amount of the capital has not been paid at the establishment, the terms and conditions for its payment shall be determined in the contract; the term for additional payment of the entire amount of the capital may not be longer than two years from the registration of the company, respectively from the increase of the capital;

– the amount of the shares with which the partner participates in the capital;

– the management and the way of representation;

– the advantages of the partners, if agreed;

– other rights and obligations of the partners.

 

4. Protocol for establishment

 

The document must contain the decisions taken by the constituent assembly and the agenda of the meeting.

 

5. Decision to appoint a manager

 

6. Application form A4

 

You can find it at the following link. When submitting the documents electronically, it is filled in online. All other documents are attached to it.

 

7. Declaration under Art. 13, para. 4, Law on the Commercial Register and the Register of Non-Profit Legal Entities (CRAFPA).
The truth of the stated circumstances is declared. Signed by the applicant.

 

8. Declaration under Art. 13, para. 5 of Commercial Register and the Register of Non-Profit Legal Entities.

Submitted by the bearer. To be filled in only when the applicant does not submit the documents in person in the Commercial Register and the register of non-profit legal entities.

 

9. Declaration under Art. 142 of the Commercial Code (CA).

 

10. Prohibition of competitive activity. Signed by the manager.

 

11. Declaration under Art. 141, para. 8, TK.

 

The manager declares that he meets the requirements of the law for a company manager.

 

A bankrupt person may not be a trustee, or a person who has been a trustee, a member of a management or supervisory body of a company terminated due to insolvency during the last two years preceding the date of the insolvency decision, if unsatisfied creditors remain .

 

A manager and a person who has been a manager, a member of a management or control body of a company for which a non-fulfillment of obligations for creation and storage of the determined levels of stocks under the Stocks Act has been established by an effective penal decree may not be a manager. of oil and petroleum products.

12. Application for keeping a company (D1), which is not mandatory and the state fee is BGN 50.

13. Other company registration documents.

  • License or permit, when the activity of the company requires such.

for some type of activity a permit or a certain type of license is required, for example hospitals, pharmaceutical companies, transport companies, fuel traders, etc.


To obtain a license or permits, please do not hesitate to contact us.


How to register a company in other countries?

 

Most of the procedures for registration of companies abroad are similar to the procedure in Bulgaria. If necessary and in need of specification, as well as assistance in registering a legal entity abroad, please

 

contact us

 

The article aims to answer the question “How to register a company in Bulgaria?”, As well as “Which company registration documents do we need”.

 

How to register a company in Bulgaria, electronically or by physical transmission of documents to the Registry Agency?

 

Not only does it save time, but also for the submission of documents electronically, the state fee for company registration is half cheaper.

 

How to register a VAT company?

 

In order to register a VAT company, an application form must be submitted to the competent territorial directorate of the National Revenue Agency.

 

According to Bulgarian legislation, VAT registration is optional. VAT registration is obligatory only when the turnover of your company for the last 12 months exceeds BGN 50,000.00.

 

Invalidity of the established company.

 

The incorporation of the company is invalid only when any of the following violations has been committed:

 

  • there is no memorandum of association or it has not been drawn up in the form prescribed by law;

 

  • the subject of activity of the company contradicts the law or good manners;

 

  • the memorandum of association or the articles of association do not contain the company, the subject of activity of the company or the amount of the contributions, as well as the capital, when the law requires it;
  • the part of the capital prescribed by law has not been paid;

 

less than the number of able-bodied persons provided for in the law participated in the establishment of the company.

 

What it means to have a trading company.

 

Having given some clarifications on the topic of this article, namely: “How to register a company in Bulgaria? Documents for registration of a company.”, We hope to give some guidance on the responsibility of having a company.

 

Namely, above all, responsibility. You should know that after registering your company, your company will acquire the status of a trader, and a trader is equal to a professional.

 

For more on how to register a company and what are the documents for company registration, please read our section

 

International Trade & Investment

 

or contact us

 

We will be happy for you to learn from our experience, as well as to get acquainted with our advice on your attitude towards your employees.

 

Belov Law Office informs you that this article concerns the question How to register a company in Bulgaria? Documents for registration of a company do not constitute legal advice, but due to the importance of guaranteed and protected by law the rights of association, the right of free enterprise, etc., we recommend that you always seek the assistance of a lawyer.

how to register a company in bulgaria

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