What we need to know before registering a company, firm

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Еврокаунт Консулт

What we need to know before registering a company, firm

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Registering a firm/company in Bulgaria

Registering a company (legal entity) in Bulgaria can be done by any Bulgarian national, and also by a foreigner even without having a permanent residence status. An exception to this is ET – sole proprietor (individual entrepreneur), who is not a legal entity. Registering a company in Bulgaria means entering the commercial enterprise in the Commercial register. The accounting firm “Eurocount Services” will assist with general guidelines.

Ownership form of companies/enterprises in Bulgaria:

  • ET – Sole proprietor (individual entrepreneur)
  • SD – General partnership (full partnership)
  • KD – Limited partnership
  • AD – Joint stock company
  • KDA – Limited partnership with stock
  • OOD – Limited liability company (a limited liability company with two or more founders)
  • EOOD – Single-owner limited liability company (a limited liability company with one founder)

The most popular and common forms of ownership in Bulgaria are OOD and EOOD.

Do you need assistance registering your company? Contact us now! “Eurocount Services” will assist you!

Participants/subjects in OOD and EOOD

OOD may be created by one or more Bulgarian or foreign natural persons or legal entities.

EOOD is created by a single natural person or legal entity which is the sole owner of capital.

Procedure for setting up a firm, company in Bulgaria

  1. Holding a Founding meeting

A requirement for founding an OOD is the decision of two or more persons – founders of the company. A meeting takes a decision to create the company, defines a unique company name, adopts the Constituent Act, appoints a manager (director) and determines the amount of the authorized capital. A founder may be represented by an authorized person with a notarized Power of Attorney. A Protocol of creation of an OOD is signed at the meeting.

  1. Signing of a Constituent Act (Founding Regulation)

The adoption and signing of the Constituent Act is grounds for the creation of an OOD and entry of information about it in the Commercial Register. The contents of the Constituent Act are defined in art. 115 of the Commercial Act.

No founding meeting is held to create an EOOD, and no Constituent Act is signed. Instead, the sole owner of capital prepares the decision to create EOOD and signs the Founding Regulation, the contents of which are identical to those of the Constituent Act of an OOD.

  1. Designating/appointing a manger (director)

The founder/s must appoint a manager who organizes and manages the company’s business. The person designated as manager must submit an application for registration of the company in the Commercial Register.

There can be several managers. They can manage the company jointly, separately, individually and jointly.

The relationship between the company and the managers is defined in the management contract signed between the manager and the founders of the company.

When creating an EOOD, the manager can be the sole owner of capital or an authorized person designated by him/her, with whom a contract for the management of the company has been concluded.

  1. Authorized capital of the company

The minimum amount of capital for OOD/EOOD is BGN 2.

To register the company, the authorized capital must be deposited to a special account at the bank.

  1. Submitting an application at the Commercial Register

An OOD/EOOD is registered based on application form A4. The application is submitted personally by the manager (director) or the person authorized by him/her – an attorney with authority to register companies or a person with a notarized Power of Attorney to make the registration.

When the documents are accepted, you will be given a reference number, under which the application is registered. You must track the state of the documents using this number on the website of the Commercial Register. If errors occur in processing, the respective information is shown on the website, and you will be given 48 hours to rectify the errors.

It takes about 5 days to register a company. To see if the company is registered, you can visit the website of the Commercial Register https://portal.registryagency.bg/commercial-register.

Required documents for registration of OOD or EOOD

  • Application according to specimen A4;
  • Founding protocol of the general meeting (the decision to create an EOOD);
  • Constituent Act (Founding Regulation for EOOD);
  • Declaration by the director consenting to be a manager, and a specimen of his/her signature;
  • Management contract between the company and the manager;
  • Declaration by the director about the absence of circumstances preventing the management of the company;
  • Declaration by the director about the truthfulness of data when submitting documents to the Commercial Register;
  • Receipt for paid registration fees;
  • Bank statement of deposited authorized capital to a special account;
  • Power of Attorney of the authorized person (unless you are registering your company yourself).

You can get more details and assistance to register a company in Bulgaria – contact EUROCAOUNT SERVICES!

Fill out the contact form and you will get a consultation on the form of registration suitable for you!

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