Forming a limited company

(Useful information if you decide to do this by your own – Which we personally advise you not to :)

Every foreign or Bulgarian person (judicial or physical) can do this. The person/persons will be liable for the company's obligations to the value of his/hers share in the company's registered capital. The shareholders conduct preliminary discussions on the commercial activities they intend to engage in. Based on their agreement, Articles of Incorporation are prepared & signed by all shareholders.

A dedicated bank account is opened to collect all share capital. The minimum share capital required is 5,000 leva.
The company exists from the moment it is added to the Commercial Register of the district court of where the company will be based. The entry is made upon issue of a district court decision for the incorporation. The following documents must be available at the time of the submission of registration application to the district court.

1.Articles of incorporation;
2.Memorandum for appointment of Director/ Directors;
3.Proof that each shareholder has paid at least one third ofitsinterest, but not less than 10 leva;
4.Proof that at least 70 per cent of the registered capital has been paid.

The Bulgarian State Gazette is the official paper of Bulgarian State. For the law to take effect Bulgarianlegislation is published there. Publication of the company entry in the Commercial Register does not complete your company formation, it announces to the general public the act of formation.

Finally, your new company will need to register immediately with the National Tax Register Authority.

The costs involved are:
  • 5 000 leva - minimum capital. This is the minimum capital that you need to raise for registration. Once the entire share capital has been paid up these funds can be accessed and withdrawn.
  • Administrative costs (payable to the state & registration court - including translation and legislation taxes, notary tax) are about 800 leva. The cost includes:
 - charge for entering into the trade register
 - copy of the court's decision
 - bank comission
 - certificate for uniquity of the company's name
 - charge for publishing into the StateGazette
 - lawyer's fee
 - Bulstat
 - stamp
 - opening a bank account
 - translation of the documents
 - accountant's fee
 - notary tax
The process of forming your company can take two or three weeks. This can easily be arranged by local Bulgarian solicitors and chartered accountants.