
Company Registration
The Bulgarian Commercial law allows for the following types of business organizations:
- Unlimited partnership
- Limited partnership
- Private limited company
- Single person private limited company
- Public limited company
- Public limited partnership
- Sole trader
- Joint venture
- Branch
- Holding
- Co-operation
- Representative office
The most appropriate types of companies for carrying out business in Bulgaria are a private limited company, a public limited company, a single-person private limited company, a holding, a branch, and a representative office.
Read more about our Company Registration service:
Private Limited Company
Private Limited Company is a limited liability commercial company with share capital owned by its members whose liability is limited to the amount of the capital subscribed. A private limited liability company can be founded by one or more persons, including foreign natural or legal persons.
The minimum foundation capital is Leva 2 divided into shares with nominal value of Leva 1 each. At least 70% of the capital must be paid up on foundation. Contributions to the foundation capital may be paid in cash or in kind.
The statutory bodies of the private limited companies are the general meeting of shareholders, which must be held at least once a year, and the managing director or board of directors.
What is needed to set up a private limited company in Bulgaria:
- • produce the articles of association
- • appoint a managing director
- • pay up at least 70% of the statue capital
Single Person Private Limited Company
Public Limited Company
Public Limited Company is a joint stock commercial company with share capital owned by its members whose liability is limited to the amount of the capital they subscribe. Two or more persons, including foreign individuals or legal persons can found a joint stock company.
The minimum required capital of a joint stock company is BGN 50,000, increasing to BGN 100,000 if the capital is raised by a public offer. There are different requirements for establishment of banks, insurance companies and investment companies.
For registration of a public limited company, contributions to initial capital may be paid in cash or in kind, and at least 25% of the capital must be paid up on foundation. A joint stock company may issue either registered or bearer’s shares. The general meeting of shareholders is the highest body of the company, and must be held at least once a year. The shareholder’s meeting elects a board of directors.
A public limited company is required to prepare a balance sheet and financial statements each year. Special statutory instruments provide additional requirements to the foundation of banks, insurance companies and investment funds in the form of joint stock companies.
Holding
Holding is a public limited company, a public limited partnership or a private limited company with the purpose of participating in other companies by means of stocks or management. At least 25% of the capital of a holding has to be entered directly in subsidiaries.
A subsidiary, according to the local law, means a company in which the holding owns or controls directly or indirectly at least 25% of the stocks or shares, or can appoint directly or indirectly more than 50% of the members of the managing body. The Commercial Code names the activities, a holding is allowed to perform.
Representative Office
Representative office is regulated by the Foreign Investment Act. Foreign persons who are entitled to engage in business activity under the legislation of their own countries can set up a representative office which is registered with the Bulgarian Chamber of Commerce and Industry. Representative offices are not legal persons and may not engage in economic activity.
