The share capital of a Bulgarian limited liability company can be owned by a single individual or a single legal entity. In the following lines, we go through the formation and subsequent registration of a single owner (member) limited liability company in Bulgaria.
What are the required documents for registration of a single owned limited liability company in Bulgaria?
1. The sole shareholder must adopt the deed of incorporation, which is the equivalent of the articles of association when the share capital is owned by more than one person. The deed of incorporation shall set forth the following:
- the company’s seat and address of management
- the scope of the company’s activities
- the amount of shares held by the single shareholder
- the company manager/s that will manage and represent the company
2. The sole shareholder shall adopt a resolution for incorporation of the company.
3. The appointed company manager (who can be the single shareholder*) shall sign the following declarations:
that he/she is prohibited from performing work for other companies without the express consent of the sole shareholder;
- that he/she has NOT been subject to insolvency or bankruptcy proceedings
- that he/she is eligible to act as manager and confirms all claimed circumstances
- that he/she accepts the managing position and provides a signature specimen
4. Finally, the manager or other authorized person must open a bank account for contribution of the share capital.
5. Power of attorney for us
6. The online fee for filing all documents with the Bulgarian Commercial Register is EUR 27.
Once all of the above documents are filed it takes up to 48 hours to complete the registration.
*Corporate governance of a single owned limited liability company in Bulgaria
The single 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.