The company formation and company registration in Bulgaria is fairly quick and simple process. We go through the formation and registration of a limited liability company in Bulgaria with both a single shareholder and multiple shareholders. In Bulgarian language, these are called EOOD, in case of only one shareholder, and OOD if more than one shareholder owns the company share capital. The Bulgarian OOD/EOOD is an equivalent of the classic LLC, common to every western jurisdiction.The major difference between solely owned limited liability company and a limited liability company is in the number of individuals and/or legal entities who own the company share capital.
What are the required documents for formation and registration of limited liability company in Bulgaria?
As in other jurisdictions, the articles of association (aka articles of incorporation) are the key document that initiates the formation of a limited liability company in Bulgaria. In case of a solely owned limited liability company the founding document is called deed of incorporation.
1. The articles of association (or deed of incorporation) must stipulate at least the following:
1.1 name, seat and address of management of the company
The company name, besides in Bulgarian, can also be presented in a foreign language. In this case, it has to be written with both Latin and Bulgarian letters as in this example: Investment Group LLC which in Bulgarian is written Инвестмънт Груп ООД.
1.2 shareholders’ names and details
Shareholders in a Bulgarian OOD or the sole shareholder in EOOD (LLC) can be either private individuals or legal entities or both. There is no limitation on the amount of foreign participation in a Bulgarian limited liability company.
1.3 minimum amount of share capital
The minimum share capital required for formation of a LLC company in Bulgaria is only 2 BGN (approx. 1 EUR). The articles shall stipulate the distribution of shares between the shareholders. The total number of shares shall be equal to the share capital. For example, the share capital could be EUR 100 distributed in 50 shares each share equal to EUR 2.
1.4 name and details of the company manager/s
The company manager can be either Bulgarian or foreign private person or both. The managers may represent the company jointly or severally. The managers can be only private individuals.
2. Protocol for the Decisions by the General Meeting of Shareholders or the Sole Shareholder in a Bulgarian LLC
The general meeting of shareholders convenes at the constituent meeting. The general meeting (or the sole shareholder) must agree on and adopt unanimously at least the following decisions regarding:
• the acceptance of the company articles of association;
• the appointment of company manager or managers;
• all decisions passed by the general meeting (or the sole shareholder) are listed in a protocol signed by every shareholder.
The appointed company manager/s must sign the following declarations required for effecting the registration of the Bulgarian limited liability company:
3.1 declaration containing a sample (specimen) of the signature of the company manager which must have a notary certification;
3.2 declaration that the manager/s shall not participate in other companies with similar activities without the express consent of the general meeting of shareholders or the sole shareholder;
3.3 declaration that the manager/s has not been declared insolvent (bankrupt) and has not been a manager, member of a management or supervisory body of a company that has been terminated due to insolvency within the last two years;
3.4 declaration that all claimed circumstances are true.
In case of a single owned LLC, the sole shareholder shall manage and represent the company in person or through designated manger. For example, if the single shareholder is a private individual he/she can appoint himself/herself as a company manager. If the single shareholder is a legal entity its manager can manage the company. In any case, the manager must always be a natural person.
4. Contribution of the Company Share Capital
The company share capital must be effectively contributed to a bank account opened under the company’s name. If the share capital is more than BGN 2 (EUR 1) than at least 70 percent of it must be effectively contributed.
5. Power of Attorney
Power of attorney by the company manger authorizing one of our attorneys to file all of the above documents to the Commercial Register in Bulgaria.
6. Fees and Time-frame
The state fee for company registration in Bulgaria is only BGN 55 (approx. EUR 28).
Once all of the above documents are properly drafted and signed, they are filed by our attorney to the Commercial Register in Bulgaria. As of the filing date, it takes up to 48 hours (2 business days) and the company is up and running.