investbg.government.bg Company Registration : Invest Bulgaria Agency

Organization : Invest Bulgaria Agency
Service Name : Company Registration
Country: Bulgaria

Website : http://www.investbg.government.bg/en/pages/2-registration-of-a-company-175.html

Invest Bulgaria Company Registration

The following corporate forms exist under Bulgarian law:
** limited liability company,
** joint-stock company

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** general partnership,
** limited partnership, and
** partnership limited by shares.

Commercial companies are set up as legal entities separate from their founders. Regardless of the nationality of their founders, all companies registered in Bulgaria are considered to be Bulgarian legal entities which are established and existing under Bulgarian law.

Foreign equity participation in a Bulgarian company can be up to 100%. The incorporated companies receive the capacity of legally established entities since the moment of entry into the commercial register kept by the Registry Agency.

The time required for entry or deletion and announcement of documents in the commercial register of trade companies is immediately the expiry of three working days of receipt of the applications in the commercial register, unless the law provides otherwise.

Limited Liability Company:
The limited liability company is a preferred form of business entity because of the minimum capital requirement of BGN 2, the limited liability of the shareholders to the amount of the registered capital and simplified corporate governance structure.

Shares may be transferred and inherited. The transfer of company shares to third parties requires the prior approval of the company general meeting. Transfer of shares should be performed by means of a notarized contract entered in the commercial register.

The governance structure of a limited liability company consists of:
** General meeting of shareholders;
** Manager(s) who manage and represent the company before third parties.

There are no restrictions for foreigners to be appointed managers of the company.

Joint-stock company:
The minimum registered capital required for the formation of joint-stock company of BGN 50,000 (approximately 26,000 Euros). A typical feature of the joint-stock company is the lack of regulations on the transfer of shares and the lack of ownership of the shareholders in the company.

The corporate governance structure of the joint-stock company consists of:
** General meeting of shareholders;
** Board of directors (in case of a one-tier management system) or a Supervisory board and Management board (in case of a two-tier system).

There are no restrictions for foreigners to be appointed managers of the company.

The time required for entry or deletion in the commercial register of commercial companies is the end of the first working day following filing of the required documents. On requests for registration of new circumstances, the registrars are obliged to act immediately.

Branch:
For the establishment of foreign investments under Bulgarian law, in addition to five different companies listed above, the investor may choose one of the following corporate forms:
** Branch and
** Trade representation

A commercial legal entity who has the right to perform commercial activity under their national law may register a branch in the Commercial Register. The branch is not considered a separate legal entity. The branch is not required to have any paid up capital or separate governance structure. Its assets and liabilities are considered assets and liabilities of the mother company.

Representative Office:
Foreign persons authorized to do business under their national law, may establish a representative offices in Bulgaria. A representative office is registered at the Bulgarian Chamber of Commerce. The representative office is not a separate legal entity and can not carry on business activity. Thus, the purpose of the representative office is to perform activities such as promotions, exhibitions, demonstrations, training and advertising of products or services.