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Company Registration Procedures
Registration of a Limited Liability Company
The Limited Liability Company is founded or owned by one or more persons, including foreign natural or legal persons. The minimum authorized capital is BGN 5,000. The basic steps in the formation process are, as follows:
- Reservation of the name of the company and issuance of a certificate for uniqueness of the name;
- Composing articles of association or founding a deed for a single-member LTD;
- Formation of company’s share capital (at least BGN 5,000)
- Issuance of bank deed certifying that at least 70 % of the registered capital has been paid;
- Appointment of managing body;
- Registration in the commercial register of the relevant district court by the appointed manager who possesses representative power;
- Issuance of a permit from the competent body for performing specific commercial activity before entry into the commercial register (e.g. investment broker);
- Completion of the establishment: court decision for entry into the commercial register;
- Publication of the registration into the state gazette;
- Registration at the respective territorial division of the Registry Agency;
The necessary documents for registration of a limited liability company in the Commercial Register are, as follows:
- Application for registration
- Memorandum of association
- Constituent meeting minutes
- Notary certified consent with specimen of signature for each of the managers
- Declaration in compliance with art. 142 CA (Commercial Act)
- Bank document of capital deposited
- Company name uniqueness certificate
- Certificate for actual status of a shareholder-legal person
- Decision of the managing body of a shareholder-legal person
- Receipt for paid state taxes
- Receipt for paid state tax for publishing in the State Gazette
Registration of Joint-Stock Company
Persons entitled to request registration-only the relevant managing body of the company could request registration in the Commercial register. The basic steps in the formation process are, as follows:
- Reservation of company name and obtaining a certificate for uniqueness of the company name;
- Holding a Constitutive Meeting, where the memorandum of association is accepted and the managing bodies are voted. At the meeting all shares of the JSC capital should be subscribed;
- Founders Contributions, which must be made by the founders-in money or non-cash.
The necessary documents for registration in the Commercial Register are as follows:
- Application signed by all members of the managing body
- Memorandum of association, accepted on the constitutive meeting
- Minutes of the constitutive meeting, drawn in compliance with the terms and conditions of art.232 and subsequent from Commercial Law
- List of the persons, subscribing shares upon the incorporation (founders) attested by the managing body
- Bank document for pecuniary contributions, installed by the subscribers
- Written consent with a notary certified signature of the contributor of a non-cash contribution
- Notary certified signature specimens of the persons, who shall represent the company
- Founders’ declarations (if natural persons) stating that they are not declared insolvent and court certificates for the founders-legal persons are not declared insolvent
- Declarations of the members of the managing authorities that they agree to become members of the relevant authority
- Experts’ statement duly admitted by the district court if non-cash contributions are made
- For founder-legal person-registration judgment, certificate for actual status, managing body resolution for participation in the joint-stock company and an express notary certified power of attorney of the person who represents the legal person at the constitutive meeting
- Receipt for paid state taxes
- Receipt for paid fee for publishing in the State Gazette
Registration of trade representative office of a foreign person
The required documents and procedure for registration of trade representative office of a foreign person are as follows:
- Application form with a registration request filed with the Bulgarian Chamber of Commerce and Industry
- Official document for the registration of the foreign person, issued by the competent authority in compliance with the person’s national legislation
- Resolution of the managing body of the foreign person to open a trade representation office in Bulgaria
- Special power or attorney in the original, notary attested issued by the person in item 2 to the person authorized to register and govern the representation office. As well as the volume of permitted rights
- Official document indicating the persons representing and binding the foreign person
- Original specimens of the persons, representatives in the Republic of Bulgaria by right or by special powers, notary attested
- Document for paid fee for registration in BCCI
- Filled-in registration card for the information system of BCCI
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