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Company Registration in Bulgaria

Company Registration in Bulgaria

Updated on Wednesday 18th March 2020

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According to the Bulgarian law, foreign investors may open legal entities in Bulgaria under the same conditions as nationals following the local rules for company registration in Bulgaria. 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.
 
The Registry Agency allows for several electronic services, among which submitting the application forms necessary for the first registration of a business, changes to the company particulars or the re-registration of a business. The application forms are only provided in Bulgarian and are also filled in only in Bulgarian, this is why foreign investors can request specialized assistance from our team of lawyers in Bulgaria.
 
Company registration in Bulgaria is mandatory and so it the registration of individuals who engage in liberal professions as well as handicraft workers (in the BULSTAT register, which is also managed by the Registry Agency). 
 
The experts at 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 for company registration in Bulgaria are the limited liability companies and the public companies. Other legal entities are:
 
  • sole proprietorship: the simplest business form and also the one with the highest degree of liability;
  • general partnership: formed by two or more partners who share the same degree of liability;
  • limited partnership: only one of the partners bears unlimited liability in this type of partnership;
  • limited liability company: the business form most widely used, suited to small and medium businesses;
  • joint-stock company: a more complex business form, with a higher degree of requirements for management and accounting;
  • branch of a foreign company: an extension of the parent company in Bulgaria, performs the same business activities.
  • representative office: belonging to a foreign company, cannot engage in commercial activities, only marketing/promotional ones.
Each of the business forms has its own particularities and it is suited to certain types of business activities. Our team of attorneys in Bulgaria describes them in more detail below and can provide investors with the needed assistance for company registration in Bulgaria. Because these business forms are different from one another, so will the registration requirements differ. The branch, although it is the extension of its parent company, is still subject to registration with the Agency. The requirements for the representative office are not the same, and this business form that does not derive income from Bulgaria is not subject to a dedicated application form for registration. 
 
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 for company registration 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 and offer legal assistance for company registration in Bulgaria.
 

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.
 
For company registration in Bulgaria, 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.
 
Our attorneys in Bulgaria can provide investors with a complete list of documents that are to be filled in Bulgarian and presented to the Registry Agency for company registration in Bulgaria. 
 
Some of the other services that are provided by the Agency, apart from submitting the registration forms as per the chosen type of company are the following:
 
  • submitting an appeal against refusal;
  • request for the correction of errors or incomplete information;
  • request for appointing experts, controllers or general reviewers;
  • obtaining a certificate for a kept business name;
  • obtaining different types of certificates, such as the certificate of legality;
  • application form for the registration of the termination and liquidation of a business;
  • application form for the announcement of annual financial reports;
  • application form for the registration of a foundation, community center, foreign legal entity for non-profit purposes.
 

Searching the Bulgarian commercial register

 
Individuals and company representatives can access the public information available on registered companies. The legal entity can be searched according to its business number, the unique identification code of the trader, the names of the partners or the sole individual as well as according to other criteria. 
 
Part of the information is publicly accessible without any fee. Access to the files available on traders is recorded and they can be accessed based on an electronic signature or a certificate issued by the Agency (with no fee applicable). However, a paid service is available to those who choose to search the database according to their particular criteria. For this purpose, the registry offers an annual subscription.
 
Access to the other registry managed by the Registry Agency, the BULSTAT, is not free of charge and a minimum fee applies. This second registry contains information on legal persons who are not engaged in trading, non-trading branches, foreign legal persons owning real estate and other information. 
 

Other requirements for companies in Bulgaria

 
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. EORI registration is another requirement for Bulgarian companies that will provide intra-community services.
 
Our team of Bulgarian lawyers can help you prepare the documents necessary for company registration in Bulgaria and complete the procedure in the shortest amount of time possible.
 
Investments in Bulgaria are highlighted with the help of the following statistics:
 
  • in 2017, the total foreign direct investments in non-financial companies had a total value of 24,4 million euros.
  • in the same year, foreign direct investments in the wholesale, retail trade and the repair of motor vehicles and motorcycles had a value of 4, 588, 869 euros.
  • in real estate activities, foreign direct investments had a value of 3,152,463 euros.
 
The data was provided by the National Statistical Institute. Foreign investors who wish to know more about investment opportunities and regulations in selected business fields, not only the general company registration requirements, can reach out to our agents. 
 

How can I access the Bulgarian Trade Register

 
The Bulgarian Trade Register can be accessed by anyone who wishes to see information on particular businesses. The database is also available online or at the agency of the Trade Register.
 
To use the website of the Bulgarian Trade Register, individuals will need a user account. If the person who wants to demand information goes to the Trade Register office, he can make a personal analysis. It will be a lot easier to look for an enterprise if some searching filters are used, and our company formation representatives in Bulgaria will help you in this stage, if necessary.
 
Individuals can access the database by completing the name of the business or the name of the associates or the date of formation. You should take into consideration that it is possible to sign a contract that needs a monthly charge for having  numerous access to the Bulgarian Trade Register database.
 

How can I register a branch in Bulgaria?

 
The company registration in Bulgaria process for a branch is a simple procedure because such entity runs under the rules of a limited liability company or a joint stock company. As soon as the certificate of registration is issued, the branch needs to be registered for tax purposes with the Bulgarian National Revenue Agency. Our company incorporation consultants in Bulgaria can handle the registration process of branches in Bulgaria, therefore, you may solicit complete information in this matter. Also, our advisors can represent your business in Bulgaria as legal representatives and help you with company registration in Bulgaria.
 

How can I establish a subsidiary in Bulgaria?

 
Subsidiaries in Bulgaria can run under the rules of limited liability companies or joint stock companies, with the mention that the minimum share capital of EUR 25,000 is necessary for a joint stock company, deposited in a Bulgarian bank account. A representative for your subsidiary needs to be appointed, and in this matter, we mention that our company formation agents in Bulgaria can offer comprehensive support, plus they can legally represent your subsidiary in this country. There are varied benefits linked to a subsidiary in Bulgaria, and among these, the independent status and the fact that there is no need to submit the annual financial statements as a branch does. 
 

Company changes to be announced to the Trade Register

 

Information related to significant changes regarding a company must be communicated to the Register. The institution holds information like capital issues, replacement of managers or shareholders and a new office. They are taken into consideration by a judge that approves them or, under some circumstances, may request additional information. Once a company is registered, the Bulgarian Trade Register sends official information to the rest of the institutions of interest for the functioning of the company, like the National Social Security Institute or the National Revenue Agency. All trades and branches of national or foreign traders entered into the Trade Register receive a unified identification code.

 
The Bulgarian Trade Register holds information about all types of companies, including the ones in insolvency or liquidation. Upon request, the institution is obliged by the law to offer official information and authenticated copies of requested documents. The same is in other countries, like Finland, Estonia, Bulgaria, and Georgia, where you can open a company. The registration at the Trade Register is mandatory for foreign persons engaged in commercial activities in Bulgaria. The website of the institution provides data about foreign merchants. Upon the information in the database, certificates can be released by the Trade Register regarding the status and financial situation of the companies. The database is frequently updated, to provide a clear and proper status of the commercial entities that activate in Bulgaria.
 

FAQ about company registration in Bulgaria

 
1. What kind of company can I register in Bulgaria?
 
International investors can set up limited liability companies, general and limited partnerships, joint stock companies or can act as sole proprietors in Bulgaria. The incorporation procedure is not complex, however, you can talk to our consultants for complete information and support.
 
2. Who can register companies in Bulgaria?
 
Any local or foreign investor can set up companies in Bulgaria and develop their operations in any field of interest without any particular restriction. We remind that the Bulgarian authorities welcome the foreign investments in this country and encourage them through varied investment incentives.
 
3. How much does it take to register a company in Bulgaria
 
The incorporation of a company in Bulgaria takes around 14 days if all the business and documents requirements are respected. The Bulgarian Trade Register is the institution in charge of company incorporation thought the commercial department. 
 
4. Can I establish a branch or a subsidiary in Bulgaria?
 
Yes, companies from abroad can rapidly open branches and subsidiaries in Bulgaria, in compliance with the country’s laws. Feel free to talk to us for more details in this matter.
 
5.  Can I purchase a ready-made company in Bulgaria?
 
Yes, ready-made companies are already registered in Bulgaria and they can be purchased as soon as the ownership transfer is concluded. The next thing to do is to register for tax purposes in Bulgaria and go straight to business.
 
6. Do I need a local bank account for my company?
 
Yes, a bank account is needed for depositing the minimum share capital of the company and also for future financial transactions. Talk to our consultants who can offer you in-depth support in this sense. Overseas investors can choose from a wide range of banks, domestic or foreign.
 
7. Do I need to travel to Bulgaria for opening a business?
 
No, there is no need to travel to Bulgaria for company formation, as our team can handle the requirements in this matter. However, the final signatures of the documents need to be considered before the company is open for business.
 
8. Can I register a joint stock company in Bulgaria?
 
Yes, large companies from abroad can think of registering joint stock companies for which a minimum share capital of EUR 25,000 is needed. There are no harsh formalities, but it is recommended to have complete support.
 
9. Do I need a representative for my company in Bulgaria?
 
Yes, you need to appoint a legal representative for your company in Bulgaria, and you can get in touch with us for extra details in this matter. We can represent your business interest in this country, so feel free to address your inquiries and let us handle the incorporation steps of your firm.
 
10. Can I receive virtual office services in Bulgaria?
 
Yes, you can purchase virtual office services in Bulgaria for a monthly fee. A notable business address, a local phone number, and a virtual assistant are part of a virtual office package in Bulgaria.
 
Please contact our law firm in Bulgaria if you want to register your Bulgarian company.