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Bulgaria Company formation and Registration













Source: www.investbg.government.bg



February 2006

Bulgaria Company registration

Registration of Limited Liability Company  
Authority District Court
Required documents
and procedure
The LLC is founded or owned by one or more persons, including foreign natural or legal persons. The minimum authorized capital is BGN 5,000.
Forming a Limited Liability Company
  • Reservation of the name of the company and issuance of a certificate for uniqueness of the name – BGN 100;
  • Composing articles of association or founding a deed for a single-member LTD;
  • Formation of company’s share capital (at least BGN 5,000)
  • Issuance of bank deed certifying that at least 70 % of the registered capital has been paid;
  • Appointment of managing body;
  • Registration in the commercial register of the relevant district court by the appointed manager who possesses representative power – BGN 120;
  • Issuance of a permit from the competent body for performing specific commercial activity before entry into the commercial register (e.g. investment broker);
  • Completion of the establishment: court decision for entry into the commercial register;
  • Publication of the registration into the state gazette – BGN 25;
  • Registration at the respective territorial division of the Registry Agency (issuance of a BULSTAT number) within 7 days after the establishment of the company – BGN 60;


  • Necessary documents for registration in the Commercial Register
  1. Application for registration.
  2. Memorandum of association.
  3. Constituent meeting minutes.
  4. Notary certified consent with specimen of signature for each of the managers.
  5. Declaration in compliance with art. 142 CA (Commercial Act).
  6. Bank document of capital deposited.
  7. Company name uniqueness certificate.
  8. Certificate for actual status of a shareholder-legal person.
  9. Decision of the managing body of a shareholder-legal person.
  10. Receipt for paid state taxes.
  11. Receipt for paid state tax for publishing in the State Gazette.

Fees Registration - BGN 120; Duplicate of court decision - BGN 1.5 and BGN 1 per page; Reservation of the name of the company and issuance of a certificate for uniqueness of the name – BGN 100; Publication in the State Gazette - BGN 25
Timeframe Not specified (practically 1-2 weeks)
Legal framework Commercial Law




Registration of Joint-Stock Company  
Authority District Court
Required documents
and procedure
Persons entitled to request registration-only the relevant managing body of the company could request registration in the Commercial register.
Preliminary preparation for the registration procedure:
  1. Reservation of company name and obtaining a certificate for uniqueness of the company name
  2. Holding a Constitutive Meeting, where the memorandum of association is accepted and the managing bodies are voted. At the meeting all shares of the JSC capital should be subscribed.
  3. Founders Contributions, which must be made by the founders-in money or non-cash.
Necessary documents for registration in the Commercial Register:
  1. Application signed by all members of the managing body
  2. Memorandum of association, accepted on the constitutive meeting
  3. Minutes of the constitutive meeting, drawn in compliance with the terms and conditions of art.232 and subsequent from Commercial Law
  4. List of the persons, subscribing shares upon the incorporation (founders) attested by the managing body
  5. Bank document for pecuniary contributions, installed by the subscribers
  6. Written consent with a notary certified signature of the contributor of a non-cash contribution
  7. Notary certified signature specimens of the persons, who shall represent the company
  8. Founders’ declarations (if natural persons) stating that they are not declared insolvent and court certificates for the founders-legal persons are not declared insolvent
  9. Declarations of the members of the managing authorities that they agree to become members of the relevant authority
  10. Experts’ statement duly admitted by the district court if non-cash contributions are made
  11. For founder-legal person-registration judgment, certificate for actual status, managing body resolution for participation in the joint-stock company and an express notary certified power of attorney of the person who represents the legal person at the constitutive meeting
  12. Receipt for paid state taxes
  13. Receipt for paid fee for publishing in the State Gazette
Fees Reservation of company name and obtaining a certificate for uniqueness of the company name - BGN 200; For JSC registration - BGN 400; For registration of banking or insurance JSC - BGN 1,500; For registration of JSC branch - BGN 200; Minimum capital for establishing JSC - BGN 50,000; For publication in the State Gazette - BGN 25
Timeframe Not specified
Legal framework Commercial Law


Registration of trade representative office of a foreign person  
Authority Bulgarian Chamber of Commerce and Industry
Required documents
and procedure
  1. Application form with a registration request
  2. Official document for the registration of the foreign person, issued by the competent authority in compliance with the person’s national legislation
  3. Resolution of the managing body of the foreign person to open a trade representation office in Bulgaria
  4. Special power or attorney in the original, notary attested issued by the person in item 2 to the person authorized to register and govern the representation office. As well as the volume of permitted rights
  5. Official document indicating the persons representing and binding the foreign person
  6. Original specimens of the persons, representatives in the Republic of Bulgaria by right or by special powers, notary attested
  7. Document for paid fee for registration in BCCI
  8. Filled-in registration card for the information system of BCCI
Fees 100 USD
Timeframe 3 days
Legal framework Investment Encouragement Law




Registration under BULSTAT  
Authority The registry offices of the Registry Agency at the place of company’s headquarters (www.registryagency.bg)
Required documents
and procedure
I. Legal entities (LLC/JSC)
  1. Certified copy of the document for Court registration;
  2. Copy of the act for establishment (i.e. Articles of Association), defining the person who manages/represents the company;
  3. Declaration indicating the following data:
    • Address for correspondence on the territory of the country as well as phone, fax, e-mail address;
    • Address of implementing of the activity;
    • Subject of activity/basic economic activity of the company;
    • Distribution of the capital;
    • Legal succession;
    • Partners and/or stockholders - name, citizenship, EGN/ID number or BULSTAT code and percentage participation in the assets;
    • Stockholders - the state and the municipal stock holding participation (if any) and about the persons with over 10 percent participation in the capital - EGN/ID number or BULSTAT code, name and citizenship;
  4. Other data necessary for the National Statistics Institute;
  5. Document for paid state fee according to a tariff, approved by the Council of Ministers.
In 7 days as of receiving the court decision for registration of the company, the manager, respectively the representative or other explicitly authorized person, has to file the necessary documents for BULSTAT registration.

II. Sole proprietors
  1. Certified copy of the document for Court registration
  2. Identity card
  3. Declaration indicating the following data:
    • Address for correspondence on the territory of the country as well as phone, fax, e-mail address;
    • Address of implementing of the activity;
    • Subject of activity/basic economic activity of the company;
    • Document for paid state fee.

III. Branches of foreign entities, branches of local entities, trade representative offices registered at BCCI
  1. Certified copy of the document for Court registration/ registration at BCCI;
  2. Copy of the decision defining the person who manages/represents the branch (for branches of local entities);
  3. Declaration indicating the following data:
    • Address for correspondence on the territory of the country as well as phone, fax, e-mail address;
    • Address of implementing of the activity;
    • Subject of activity/basic economic activity of the company;
    • Document for paid state fee.
The new Law on the BULSTAT register provides for registration at the territorial divisions of the Registry Agency for issuance of an identification code (BULSTAT number) of the following categories of foreign nationals:
  1. Long-term and permanent residents exercising free-lance profession or craft activity (* Foreign nationals who don’t obtain permanent residence permit need a permit issued prior to the commencement of the activity by the Employment Agency);
  2. Foreign nationals who have no unified civil number or personal number of a foreigner (who have entered the country with a short-stay visa - visa C) and:
    • Implement commercial activity or render independent personal services in the country (such are activities which cannot be determined as activity of an enterprise, as craftsman’s or as free-lance profession), including also through place of economic activity or defined base or object, or
    • Are insurers.
  3. Foreign nationals who have acquired immovable property in Bulgaria.
The BULSTAT code is identified with identification card and till its issuing – with a registration certificate with term of validity one month. In 5 days term after the expiration of the term the manager, respectively the representative or other explicitly authorized person is obliged to return the registration certificate in the office in order to receive the identification card.
Upon request of the applicant, the identification card issued can be supplied with a microprocessor chip containing the data, entered in the register in electronic form. Such card is issued in 14 days term.
Fees
  • Limited liability company (LLC) - BGN 60;
  • Joint stock company (JSC) - BGN 120;
  • Sole proprietor - BGN 25;
  • Branch of foreign entity - BGN 100;
  • Branch of local LLC - BGN 40;
  • Branch of local JSC - BGN 80;
  • Trade representative offices registered at BCCI - BGN 70;
  • Branch of a non-profit organization - BGN 15;
  • Foundation, partnership - BGN 40.
Timeframe One day
Legal framework Law on the BULSTAT register


Construction

Procedure Transformation of the legal status of the land from agricultural to industrial (if the land purchased is agricultural)
Authority Commissions to the regional directorates “Agriculture and Forests” - when the requested area is up to 5 ha and the land is located in the land areas of the settlements on the territory of the respective region. In the remaining cases - Commission for the Farm Lands.
Required documents
and procedure
During the procedures for change of the designation of the agricultural lands they shall be categorized in 10 categories according to the productive capacities of the soil and climatic conditions, the relief and technological qualities of the land, its fitness for production of different kinds of vegetal production, and the imposed restrictions of land usage, under conditions and by an order, determined by an ordinance, issued by the Council of Ministers.
Preliminary steps and documents:
  1. Act for categorization of the agricultural lands at the change of their designation, issued in compliance with the Ordinance for Categorization of Agricultural Lands;
  2. Determined necessary platform or track with a project for detailed development plan and a positive decision for environmental impact assessment, issued by the order of the Protection of Environment Act;
  3. Approved detailed development plan according to article 129 from the Spatial Planning Law;
  4. Ownership title on the land.
In the presence of an approved detailed development plan the owner of the land or the investor of the site shall propose a change of the designation of the necessary agricultural land. The commissions shall take decision for change of the designation of the agricultural land within 14 days from filing the proposal. Along with the proposal the applicant must file 2 copies of the approved detailed development plan. Copy of the decision for change of the designation of farm lands for purposes other than agricultural shall be sent within 7 days from its enactment by the respective commission to the cadastre office at the location of the real estate for entry into the cadastre.
Fees State fees are determined by a tariff of the Council of Ministers. The fee is paid by the owner of the agricultural land who has required the change of its purpose or by the investor
Timeframe 90 days (60 days)
Legal framework Preservation of Agricultural Lands Law





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