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Company Registration in Bulgaria

Company Registration in Bulgaria

Updated on Monday 18th April 2016

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According to the Bulgarian law, foreign investors may open legal entities in Bulgaria under the same conditions as nationals. There are several types of companies that can be opened in Bulgaria and any Bulgarian company needs to be registered at the Central Commercial Register belonging to the Registry Agency of the Bulgarian Ministry of Justice. Just like the case of company registration in other countries like Singapore, a commercial registration and a tax registration need to be performed in order to operate a company in Bulgaria.
 
Our lawyers in Bulgaria can handle all the administrative procedures required for opening and registering a company in Bulgaria.
 

Types of Bulgarian companies  

 
The most common forms of business in Bulgaria are the limited liability companies and the public companies. Other legal entities are:
 
- sole proprietorship;
- general partnership;
- public limited partnership;
- limited partnership;
- joint-stock company;
- cooperative.
 
The sole proprietorship is the basic form of business in Bulgaria. It’s formed by a single member, fully liable for the company’s debts and incomes. He is registered based on information such as: his name, address, the company’s name and address, the objectives of the business, a proof that the person is entitled to open a business (was not declared bankrupt in the past) and a signature specimen.
 
The general partnership is formed by two or more members with unlimited liability, united under the same name and with the same economic goals. This type of legal entity is based on the agreement between the partners, it must be registered with the Commercial Register belonging to the District Court and it has no minimum share capital.
 
The limited partnership is formed by two or more partners under a joint business name. One or some of the partners is/are fully responsible for the company’s debts and obligations and the others have their liability limited by the contribution to the capital. Just like the general partnership, a limited partnership is registered with the Commercial Register belonging to the District Court.
 
The limited liability company is a very popular form of business in Bulgaria. It is formed by members with their liability limited to the contributions to the company’s capital.  The limited liability company is managed by a director and the registration procedure for this type of company is similar to other Bulgarian companies. The minimum share capital for this type of company is very small.
 
A joint stock company in Bulgaria is formed by at least two natural persons or corporate bodies. The minimum authorized share capital is 50,000 BGN divided into shares with a minimum nominal value. The registration of the joint stock company is based on the by-laws of the company, which must state the name and the address of the company, the reasons for incorporation, details regarding the capital stock and shares, details about the members and the company’s management system. 
 
Our Bulgarian lawyers can help you choose the best form of legal entity for your specific business needs.
 

The company registration procedure in Bulgaria

 
When incorporating a company in Bulgaria, entrepreneurs must follow a few steps. By registering the company, entrepreneurs make sure that the company is officially incorporated and that the company’s registration details are public.
 
The first step is to register the company at the Central Commercial Register, at the Registry Agency of the Bulgarian Ministry of Justice. Any other changes that may occur over time will also need to be registered here.
 
The following documents must be submitted to the Registry Agency in Bulgaria:
- an application form;
- the resolution to appoint the company managers and a certified copy of their signatures;
- the company’s constitutive documents;
- a state fee applicable for registration.
 
Companies in Bulgaria also need to register with the competent tax authorities - VAT registration in Bulgaria is available both for resident and non-resident companies producing taxable goods and services in Bulgaria. A company operating in Bulgaria can register for VAT voluntarily at any time. The registration has a 24 months validity period. A mandatory registration for VAT purposes is needed if the company has a turnover that exceeds 50,000 BGN, for 12 consecutive months. VAT returns are filed monthly and companies must also observe the other requirements for annual filing, accounting and auditing.
 
Please contact our law firm in Bulgaria if you want to register your Bulgarian company. Our team of Bulgarian lawyers can help you prepare the documents necessary for company registration and complete the procedure in the shortest amount of time possible.
 
 

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