Setting up your Business Company in Bulgaria

Incorporating a company in Bulgaria offers several key advantages:

Registration with the Bulgarian District Court

To undertake economic activities through a local company in Bulgaria, you must register at the special Commercial Register maintained by the Bulgarian District Court. Once registered, authorization to conduct economic activities is granted from the registration date.

Foreign Entities in Bulgaria

Foreign entities can operate in Bulgaria through joint-ventures, wholly owned subsidiaries, and branches. While foreign individuals and entities may own buildings and limited rights to immovable property, they are restricted from direct ownership of land. Moreover, ownership of agricultural land by foreign individuals is subject to certain limitations.

Bulgaria Corporate Entities

The Bulgarian Commercial Code specifies various forms of doing business:

The most suitable corporate entities for conducting business in Bulgaria include private limited companies, public limited companies, single-person private limited companies, holdings, branches, and representative offices. All these entities, with the exception of representative offices, must be registered with the relevant district court’s commercial register.

Private Limited Liability Company in Bulgaria – “OOD”

A Private Limited Company in Bulgaria (also known as a limited liability company) – “OOD” is a commercial entity with capital owned by its members. Their liability is limited to the subscribed capital. The minimum share capital is 1 Euro only, and 100% of the capital must be paid upon incorporation. The statutory bodies of private limited companies include the general meeting of shareholders, held at least annually, and the managing director or board of directors.

Single Person Private Limited Liability Company in Bulgaria – EOOD

Single Person Private Limited Company (a limited liability company) – “EOOD” is a business entity with share capital owned by a single member. Like OOD, the minimum share capital is 1 Euro, and 100% of the capital must be paid upon establishment. The statutory bodies are the same as for OOD.

Representative Office in Bulgaria

Foreign entities eligible for business activities under their own countries’ laws can establish a representative office registered with the Bulgarian Chamber of Commerce and Industry. Representative offices are not considered legal entities and cannot engage in economic activities.

Holding Public Limited Liability Company in Bulgaria

A holding, as defined by the Commercial Code, can be a public limited company, a public limited partnership, or a private limited company with the purpose of participating in other companies or their management. At least 25% of a holding’s capital must be directly invested in subsidiaries. The Commercial Code explicitly specifies the activities a holding can and cannot perform.

Branch Company in Bulgaria

Foreign legal entities, individuals, and other entities registered abroad can establish a branch in Bulgaria if they are registered as commercial entities under their home country’s laws. A branch is not a legal entity but rather a part of the founding company. However, branches must maintain independent accounting records and prepare a balance sheet.

Company Registration Procedures

Incorporation of a Limited Liability Company

To establish a Limited Liability Company in Bulgaria, the following steps are typically followed:

The necessary documents include:

• Application for incorporation.
• Memorandum of association.
• Constituent meeting minutes.
• Notary-certified consent with specimen signatures of the managers.
• Declaration in compliance with art. 142 of the Commercial Act (CA).
• Bank document indicating capital deposited.
• Company name uniqueness certificate.
• Certificate of the actual status of a shareholder (legal person).
• Managing body resolution for participation in the joint-stock company.
• Receipts for paid state taxes and publication in the State Gazette.

Establishment of a Joint-Stock Company

For the registration of a joint-stock company, the steps include:

The required documents for registration are:

• Application signed by all members of the managing body.
• Memorandum of association.
• Minutes of the constitutive meeting.
• List of subscribers and their contributions.
• Bank document for pecuniary contributions.
• Notary-certified signature specimens.
• Founders’ declarations.
• Receipts for paid state taxes and publication in the State Gazette.

Incorporation of Trade Representative Office of a Foreign Person

The procedure for setting up a trade representative office of a foreign entity includes:

Supplying a resolution from the foreign entity’s managing body to open a trade representative office in Bulgaria.

• Submitting a notary-certified special power of attorney issued by the person in item 2 to the person authorized to register and govern the representative office.
• Presenting an official document indicating the persons representing and binding the foreign entity.
• Submitting notary-certified signature specimens of the persons representing the foreign entity in the Republic of Bulgaria.
• Providing an experts’ statement duly accepted by the district court if non-cash contributions are made.
• Offering receipts for paid fees for registration with the Bulgarian Chamber of Commerce and Industry.

This summary outlines the key aspects of business incorporation in Bulgaria.