Procedure for Establishment of a Limited Liability Company
The procedure for establishment of a Limited Liability Company (Ltd.) is regulated in Chapter 13 of the Commerce Act (art. 113 and following of the CA) and the requirements and the documents for registration with the Company register are supplemented in the Company Register and the Register of the Non-profit Making Entities Act.
The first step is to be adopted Company’s Articles of Associations. The AA are signed by all partners. The AA should contain at least information on:
- The company name. It should be unique, which means that no other company with the same name should be registered with the Bulgarian Company register;
- The registered seat and address of the Ltd.;
- The scope of business of the Ltd. – it is not needed that all possible business activities should be described. The normal Ltd. in Bulgaria is registered with unlimited scope of work, which means that it is enough to provide that the company may develop any activities that are not prohibited by law. For some activities the Law provides a special licensing procedure (banking, insurance, tour operator and etc. activity) in which case the Ltd. should first obtain the respective license and then amend its AA;
- The deadline of existence of the Ltd. – in most cases it is established for unlimited period of time;
- The name or the company name of the partners. The partners can be Bulgarian or foreign natural persons or legal entities, which are duly registered and existing under their national law. The existence and the Company status of the foreign legal entities should be certified with the respective documents (excerpt from the Company register, Certificate of Good Standing, etc.)
- The amount of the capital. The minimum is 2 BGN and should be contributed in advance to a bank account in any Bulgarian commercial bank;
- The amount of the shares of each shareholder;
- The management and representation of the Ltd. The company should have on or several managing Directors – Bulgarian or foreign natural persons. There is no requirement the managing Director to be citizen of EU, or to have permitted residence in Bulgaria;
- Preferences of the shareholders 9if any);
- Other rights and obligations of the shareholders (if any)
A sample Ltd.’s Articles of Association can be downloaded Document1
Further, the adoption of the AA should be done at an Establishing Meeting of Shareholders, prior to the company registration. A protocol is drafted, which also should be presented to the Company register. A sample protocol can be downloaded Documen2
For the registration of the Ltd. it is also required that the managing Director/s should sign and get notarized a signature pattern declaration (a sample declaration can be downloaded Document3), the establishing capital to be contributed and to be drafted and signed all other supplementary declarations and documents, arranged with the Commerce Act.
The state tax for registration of the Ltd. company is contributed in advance prior to the registration. The amount is 55 BGN in case the documents for registration are submitted in an office of the Company register and 55 BGN if the documents are submitted online. The details of the bank account of the Company Register are given below:
Bank: Tokuda Bank Plc.
Address: 21 George Washington Str., 1000 Sofia, Bulgaria
BIC: CREX BGSF
IBAN: BG36 CREX 9260 3114 5494 01