How to Set up a Business in Bulgaria LEGAL SYSTEM Bulgarian legislation regulates two principal forms of business organisations: Commercial corporations and Co-operatives. They differ in their form of legal organisation and in the manner of apportionment of liability. The Commerce Act /Targovski Zakon/ makes exhaustive provisions for the following types of commercial corporations: • General partnership (SD); • Limited partnership (KD); • Limited liability company (OOD), incl. Single-member limited liability company (EOOD); • Joint-stock company (AD); • Partnership limited by shares (KDA). • Other forms of business organisation according to Bulgarian law are: • Sole trader; • Wholly owned subsidiary; • Trade representation office; • Co-operative. Among the forms of organisation listed above, the most widespread in practice are limited liability companies and joint-stock companies, in which the members or the shareholders, as the case may be, incur limited liability for the obligations of the company. ESTABLISHMENT PROCEDURES LIMITED LIABILITY COMPANY (OOD) • DRAFTING OF MEMORANDUM OF ASSOCIATION OR, APPLICABLE TO SINGLE-MEMBER LIMITED LIABILITY COMPANY, DEED OF INCORPORATION • RAISING OF MINIMUM REQUIRED CAPITAL OF COMPANY (BGN 5,000) • OBTAINING CERTIFICATE ISSUED BY BANK ON DEPOSIT OF MINIMUM 70% OF CAPITAL • OBTAINING AUTHORISATION ISSUED BY RELEVANT COMPETENT BODY TO CARRY OUT SPECIFIC ACTIVITIES (E.G. STOCKBROKER) • ENTRY IN COMMERCIAL REGISTER AT COMPETENT DISTRICT COURT ON APPLICATION BY MANAGING DIRECTOR • PROMULGATION OF JUDGMENT IN STATE GAZETTE • REGISTRATION AT COMPETENT TERRITORIAL DIVISION OF REGISTRY AGENCY FOR ASSIGNMENT OF STANDARD IDENTIFICATION CODE (BULSTAD CODE NUMBER) WITHIN 7 DAYS AFTER REGISTRATION OF COMPANY JOINT-STOCK COMPANY • CONVENING OF STATUTORY MEETING • ADOPTION OF RESOLUTION TO ESTABLISH COMPANY • ADOPTION OF ARTICLES OF ASSOCIATION OR, APPLICABLE TO SINGLE-SHAREHOLDER JOINT-STOCK COMPANY, DEED OF INCORPORATION • ELECTION OF SUPERVISORY BOARD OR BOARD OF DIRECTORS. ELECTION OF MANAGEMENT BOARD • SUBSCRIPTION FOR MINIMUM REQUIRED CAPITAL OF BGN 50,000 • OPENING OF BANK ACCOUNT FOR RAISING OF CAPITAL BY MANAGEMENT BOARD/BOARD OF DIRECTORS • ISSUING OF INTERIM CERTIFICATES ON CONTRIBUTIONS MADE • (MINIMUM 25% OF NOMINAL VALUE OF EACH SHARE MUST BE PAID UP UPON COMPANY INCORPORATION) • PREPARATION OF DOCUMENTS FOR COURT REGISTRATION • ENTRY OF COMPANY IN COMMERCIAL REGISTER AT COMPETENT DISTRICT COURT BY MANAGEMENT BOARD/BOARD OF DIRECTORS (REGISTRATION MUST BE COMPLETED WITHIN 3 MONTHS AFTER CONVENING OF STATUTORY MEETING) • REGISTRATION AT COMPETENT TERRITORIAL DIVISION OF REGISTRY AGENCY FOR ASSIGNMENT OF STANDARD IDENTIFICATION CODE (BULSTAD CODE NUMBER) WITHIN 7 DAYS AFTER REGISTRATION OF COMPANY The requirements for company registration in Bulgaria are revised and streamlined with the entry into force of the Commercial Register Act valid as from 1 January 2008. The text of the Act is available on the Website of the Registry Agency, at http://www.registryagency.bg/