Limited Liability Company
The trading companies in Bulgaria are five types:
- Joint-stock company;
- Limited Liability Company;
- General partnership;
- Limited partnership;
- Partnership limited by shares.
Every firm that is registered in Bulgaria, no matter if the founder is a Bulgarian or a foreigner, is considered to be a Bulgarian legal entity. Its registration and being is according to the Bulgarian legislation.
The percentage of foreign participation in the Bulgarian firm’s capital can be up to 100%. Since the entry of the firm is in the Commercial Register, it is considered a qualified legal entity. The time needed for registration, erasure and announcement of acts for trading companies in the Commercial Register is three workdays after the receipt of the applications in the Commercial register, unless the law provides otherwise.
How to register a Limited Liability Company
The minimal necessary capital of the LLC is 2 levs. The shareholders’ liability to the amount of share capital is limited; the corporate governance structure simplified.
The shares can be transferred or inherited.
The structure of LLC is consisted of: General meeting of shareholders and one or more managers, whose job is to manage the company and to represent it in respect of third parties. There are no restrictions about a foreigner to be appointed manager of a company.
The procedure is:
- Check the electronic register of the Commercial Register and/or retain business;
- Conducting Constituent Assembly Approval of Memorandum of Association or Articles of Association, the appointment of manager/s;
- Tabling the size of the share capital in an escrow bank account;
- In specific activity, upon submission of documents to the Commercial Register should be presented permission from the competent authority.
The documents you will need are: Application for registration; Article of Association or Memorandum of Association; Memorandum of incorporation; Notarised specimen signatures of each appointed governor; Declaration under Article 142 of the Commerce Act, signed by each appointed governor; Declaration under Article 141 par. 8 of the Commerce Act, signed by each appointed governor; Bank statement for paid-up capital; Document for paid state fee for setting up a LLC; Extract from the Commercial Register for a foreign partner entity; Decision of managing and representative body of the partner entity; Declaration under Article 13, par. 4 of the Commercial Register Act, signed by the governor applicant; Appropriate license or permission under a special law to perform specific activities.