Step Plan for Incorporation of a Joint Stock Company in Bulgaria
I. Constituent Assembly
A Bulgarian joint-stock company (JSC) shall be incorporated at a constituent meeting attended by all the persons subscribing shares. A founder may be represented by a special proxy whose signature must be certified by a notary public.
The Constituent Assembly shall complete the following tasks:
- pass a resolution for the incorporation of the company
- adopt the Articles of Association (the Statute)
- determine the amount of the incorporation costs
- elect a supervisory board, respectively a board of directors
The incorporation decision and the adoption of the Statutes shall be passed with unanimous vote; minutes from the meeting shall be taken. In case the JSC is formed by a single person then a deed of incorporation shall be drafted.
II. Registration Procedure of Joint Stock Company in Bulgaria before the Commercial Registry
The JSC registration shall be conducted before the competent authority that is the Commercial Registry
Upon registration of the JSC, the following conditions shall already be executed:
- the Articles of Association has been adopted
- the share capital has been fully subscribed
- at least 25 percent of the share capital has been contributed
- the members of the Board of Directors or, respectively, the Supervisory and Management Board have been appointed
- other remaining legal requirements have been fulfilled
III. Documents Attached to the Application for Registration of Joint Stock Company in Bulgaria
When all of the above steps have been completed, an application for registration of the JSC shall be recordered with the Bulgarian Commercial Registry.
The following list of documents shall be drafted and enclosed with the application:
1. Articles of Association
2. Minutes from the Constituent Assembly
3. A good standing certificate of the founder (shareholder) indicating that the latter is currently duly registered in its country of incorporation, and that its representative(s) are entitled to adopt the resolution for incorporation of a JSC.
*The issuance of the above good standing certificate concerns founders (shareholders) of the JSC which are foreign legal entities or another founding legal entity which is not registered with the Commercial Registry.
4. Resolution by the competent body of the shareholder for participation in the yet unincorporated JSC.
5. Minutes from the Supervisory Board session for appointment of members of the Management Board in case a two-tier management system has been established.
6. The Articles of Association of the JSC may provide that members of the Boards can be legal entities. If such the case, the resolution by the competent body of the shareholder which nominates the member shall be submitted. Further, a good standing certificate (if the shareholder is a foreign legal entity or a company not registered with the Commercial Registry) which establishes that the shareholder is a duly registered company, and its competent body is entitled to pass the former resolution.
7. The minutes from the Board of Directors meeting, respectively, if two-tier management system has been established, the minutes from the Management Board meeting for nomination of the persons who will represent the JSC.
8. List of the persons who have subscribed shares that shall be certified by either the Management Board or the Board of Directors.
9. The persons (the JSC founders) subscribing shares are required to submit declarations confirming that the founders are not insolvent.
10. The members of the JSC management bodies shall submit notarized consent and a statement certifying that they have not been members of managing or controlling bodies of a company dissolved on the grounds of bankruptcy in the last two years preceding the date of the decision for declaring bankruptcy and there remain unsatisfied creditors.
11. If a state owned sole owner JSC has subscribed shares in the JSC to be registered, then each representative of the former shall submit a notarized consent with a specimen signature, as well as a declaration in accordance with the Regulation for Exercising the State Rights in Commercial Companies with State Participation in the Company Capital.
12. If the JSC is going to perform activities and services such as banking, insurance, trading with financial instruments on a regulated market or any other activity which requires particular license or permission then that license or permission shall be enclosed as well.
13. In case the payment of the share capital was made through cash contribution the latter shall be evidenced by the relevant bank record.
14. In case of in-kind contribution of the share capital then the conclusion of the three certified experts appointed by the Commercial Registry shall be enclosed.
15. The in-kind contributions in the form of movable and immovable assets, intangible assets and/or existing receivables shall be admitted after the transferor or creator [of the rights] presents a written declaration to effect that the said person (the importer of the in-kind contribution) does not incur any outstanding and coercively enforceable obligations for taxes, customs duties and compulsory social-insurance contributions.
The importer of the in-kind contribution shall submit evidence that he/she has informed the debtor of the transfer of its claim, with the exception when the claim is against the actual JSC which is about to be registered.
The importer of the in-kind contribution shall also submit evidence that he/she is entitled to the rights subject of the in-kind contribution and he/she shall also provide a notarized consent describing the in-kind contribution.