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Forming, managing and administering an LTD company in Bulgaria, operating within Bulgaria and working throughout the European Union from Bulgaria is simple and inexpensive.
Simply incorporating a company under Bulgarian law without a precise business plan and reliable professionals will not enable you to achieve your objectives.
All-inclusive packages for setting up Bulgarian companies — sometimes at €700 or €800 — are often advertised, but these are frequently traps, conceal pitfalls and lack a clear understanding of the process of internationalising a business.
Thanks to Bulgaria's excellent economic growth prospects, low labour and start-up costs, speed of implementation, available EU funds and low taxation — a 10% flat tax for companies and individuals — the Bulgaria represents the best strategic choice in the Balkans.
It is necessary to plan your business and build a team of trustworthy professionals. Be wary of offers to form LTD companies in Bulgaria through all-inclusive packages costing only a few euros: these often turn out to be worthless deals that will not allow any real investment to take place.
International expansion is a complex and delicate business process: every stage must be programmed, designed and planned before, during and after implementation. We consider it pointless to open and incorporate a company abroad, particularly in Bulgaria, without planning the business in advance.
De Amicis & Petrova Law Firm provides full technical and legal assistance in setting up a company under Bulgarian law, combining its established expertise and economic understanding of Italian, international and EU law.
The considerable economic freedom enjoyed in Bulgaria in recent years allows companies governed by Bulgarian law to be set up quickly and at low cost and to operate on the market without particular restrictions. In addition to partnerships and sole traders, Bulgarian law provides for the following company forms:
How to establish a company in Bulgaria
1) JOINT-STOCK COMPANY (AD)
The capital is divided into shares. The company is liable to creditors with its own assets. A joint-stock company may be founded by at least two natural or legal persons (in cases provided for by law, it may also be formed by a single person). The instrument of incorporation determines the articles of association, establishes the management system and appoints the first supervisory board or management board, defining the term of office of its members. The capital and the value of the shares must be denominated in BGN. The minimum capital is BGN 50,000 (less than EUR 25,000). For certain activities (insurance and banking). At least 25% of the share capital must be paid up upon incorporation, and the balance within two years.
Bearer shares are no longer permitted.
A Bulgarian joint-stock company may issue bonds.
The mandatory corporate bodies are the general meeting of shareholders and either a board of directors of at least three members under the one-tier management system, or a supervisory board and management board under the two-tier system. A Bulgarian joint-stock company is dissolved for any of the following reasons: a resolution of the general meeting; expiry of its term; a bankruptcy declaration by judgment of the court where it was registered; capital remaining below the legal minimum for one year; or occurrence of a ground for dissolution provided in its articles. Incorporation may take 15 to 20 working days. A single-shareholder joint-stock company, known as an EAD, may also be formed. Bulgarian commercial law also permits holding companies with the ability to issue bearer shares and bonds.
2) LIMITED LIABILITY COMPANY (LTD or OOD in Bulgarian)
The company form comparable to the Italian limited liability company can be incorporated by one or more persons; the EOOD is a single-member limited liability company. Members may be individuals or legal entities, including wholly foreign-owned entities. Bulgaria allows foreign persons to hold 100% of the capital of a local company. The founding members are liable for company obligations only to the extent of their respective shares in the share capital.
The minimum capital of a limited liability company has currently been reduced from BGN 5,000 to BGN 2 (less than EUR 1), given that the fixed exchange rate is BGN 1.955 per EUR 1.
It consists of the shareholders' interests, each of which must be at least BGN 1 (less than 50 euro cents). Their total must equal the capital. Interests may be allocated in different proportions among the shareholders, and a single interest may be jointly held by several persons.
The corporate bodies of limited liability companies are the general meeting of members, convened at least once a year, and one or more directors, who need not be members. Dissolution may occur upon expiry of the term set out in the constitutive instrument, by a members' resolution, through merger or absorption into a joint-stock company or another limited liability company, or through a declaration of bankruptcy by judgment of the district court in the cases provided by law.
Forming a limited company under Bulgarian law takes 3 to 5 working days. The capital, shareholders and directors may be foreign without any restriction.
There are no sector studies in Bulgaria concerning taxation, which remains FLAT TAX at 10%. In regions with high unemployment, additional tax and social contribution concessions may be available to reduce labour costs further.
Profit distributions by a Bulgarian company are taxed at 5%.
Company objects in Bulgaria enjoy broad freedom. Except for objects prohibited by law or reserved to specific activities, they may be formulated to include a variety of different activities.
companies in Bulgaria — opening, incorporation, management, administration, amendments and dispute resolution for companies governed by Bulgarian law
The Bulgarian authorities support foreign investors and serious, constructive economic activities.
Macroeconomic data at the end of 2015 are encouraging and allow 2016 to be viewed with confidence. Internationalising one's economic activity and entrepreneurial vision in Bulgaria represents an excellent opportunity to grow and develop one's business.
Recent Bulgarian legislation, which entered into force in January 2016, also allows companies from States with preferential tax regimes to register offices in Bulgaria.
The electronic business register is maintained by the Registry Agency under the Ministry of Justice.
www.brra.bg
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