Registration of a company Bulgaria

Register a limited liability company in Bulgaria

How to Register a Company in Bulgaria – Important Steps

Many people use the business situation in Bulgaria and set up a new company, in the most cases the Limited Liability company (LLC).If you would like to establish a company in Bulgaria, please be advised of the following corporate forms existing under Bulgarian law. Our company lawyers in Bulgaria will recommend you the most appropriate form for your new business activity in Bulgaria as :

The registration requirements for each specific type of a company are defined in the Commercial Law. The procedure is the same for both Bulgarian and foreign citizens. Documents required are contained in the Commercial Register Law and the regulations for its implementation.

Basically, commercial companies are set up as legal entities separately from their founders. Regardless of their founders’ nationality, all companies registered in Bulgaria are considered to be Bulgarian legal entities established and functioning under Bulgarian law. Foreign equity participation in a Bulgarian company can be up to 100%. The incorporated companies get the capacity of legally established entities. That applies from the moment of their entry into the Commercial Register in Bulgaria which is maintained by the Registry Agency to the Ministry of Justice.

Applications for entry in the Commercial Register are based on application forms and can be submitted both in paper and electronically, according to the terms and conditions in the Law on Electronic Documents and Electronic Signatures.

The applications and attachments supposed to be submitted in Bulgarian language. Documents may be submitted in any official language of the European Union with an attached certified translation into Bulgarian. After entry into the Commercial Register on the basis of the data in the register, an ex officio registration of the merchant as a contributor to the National Insurance Institute is made, and also in the Register of the National Revenue Agency for tax purposes.

The time required for entry or deletion and announcement of documents in the Commercial Register of trade companies is immediately the expiry of three working days following the receipt of the applications, unless the law provides otherwise.Here you will find the information necessary about how to register a company in Bulgaria considering the company type chosen.

Bulgarian Registry Agency

International Law Office D. Vladimirov & Partners serves its clients in entries in a national administrative register maintained by the Registry Agency. We need to inform you that for every newly registered entity BULSTAT Register generates a unique identification code (UIC). This BULSTAT code is a unique identifier of businesses in the Bulgaria.

As experienced lawyers in BULSTAT registration, we are obliged to provide adequate information to our customers. All legal entities are required within 7 days from the occurrence of the obligation for registration in BULSTAT to entry in the National Registry Agency. For individual companies – it’s the manager, respectively the representative or explicitly authorized person. It represents the act for establishing the necessary documents at the registry office. Having a written authorization, we look for legal persons registered. This is important as the deadline starts from the receipt of the judgment.

Who is supposed to be entered in the register?

 – Foreign legal entities with business activities in Bulgaria.

 – Foreign entities owning real estate in the country.

 – Legal entities and branches of foreign persons who are not traders.

 – Branches and divisions of legal persons who are not traders.

 – Branches and subsidiaries of foreign entities and entities beyond those who are insurers.

 – Branches entered in the Commercial Register traders.

 – Representatives of foreign persons under Art. 24 of the Law on Investment Promotion.

 – Foreign individuals who do not have personal identification number or personal number of foreigner in purchasing real estate, regarding Art.3, paragraph 10 of BULSTAT Register Act.

 – Unincorporated associations under the Law on Obligations and Contracts and insurance funds, under Art. 8 of the Social Security Code.

 – Individuals freelancers or developing craft activities that do business or have independent personal services in the country, including through a permanent establishment or a fixed base or object.

Registration Fees

The fees for the entry of new subject in the register are listed in Art. 8, paragraph 1 of the Tariff of state fees collected by the Registry Agency. For more information or registration of any of the above subjects in Commercial register, please contact us on + 359 2/858 10 25, or send us an e-mial to: . info@lawyer-bulgaria.bg

Commercial Representation

Many of our clients are foreign entities wishing to register a commercial agency or branch of a foreign legal entity in Bulgaria. In this regard, working as lawyers in commercial cases in Bulgaria, we would like to inform you that all foreign persons engaged in commercial activities may open commercial offices in our country. According to the Bulgarian laws, trade representation can perform non-profit activities, advertising of goods and services, and more.

Commercial representation of foreign person has got the right to operate an  independent business. The regime of any commercial representation of foreign legal entity in Bulgaria is regulated by the Law on Investment Promotion (IPA). When establishing trade representation of foreign legal entities, they must register in the Bulgarian Chamber of Commerce and Industry (BCCI). For the establishment of foreign investments under Bulgarian law, in addition to five different companies listed above, the investor may choose one of the following corporate forms:

  • Branch and
  • Trade representation.

A commercial legal entitywhich has got the right to perform commercial activity under its national law, may register a branch in the Commercial Register. The branch is not considered as a separate legal entity. The branch is not required to have any paid up capital or separate governance structure. Its assets and liabilities are considered of the mother company.

Representative Office

Foreign persons authorized to do business under their national law may establish a representative offices in Bulgaria. A representative office is registered at the Bulgarian Chamber of Commerce. The office is not a separate legal entity and cannot carry on business activity. Thus, the purpose of the representative office is to perform activities such as promotions, exhibitions, demonstrations, training and advertising of products or services.

Registration of a foreign person’s representative office

the legal framework is the Investment Promotion Act, and the competent authority. The registration body is the Bulgarian Chamber of Commerce and Industry.

Procedure and documents required

  • Official registration document of the foreign person issued by the relevant competent authority as per its national legislation.
  • Official document regarding the persons managing and representing the foreign person.
  • Resolution of the managing body of the foreign person for opening a representative office in Bulgaria.
  • Special notarized original power of attorney issued by the person(s) representing the company, for the person authorised to register and manage the representative office in Bulgaria. It also is specifying the powers granted to the latter.
  • Original specimen(s) of the signature(s) of the person(s) being representative(s) in Bulgaria, whether by virtue of law or by special authorisations, certified by a notary public.
  • Document evidencing payment of the registration fee for the representative office.
  • Completed registration card for the IT system of the Bulgarian Chamber of Commerce and Industry.

Terms

The registration terms are between 1 hour and 3 days (according to the declared wish and the fee paid).

Procedure for registration of a trade representation office

An applicant can be any resident with the right to conduct business under its national legislation. We can prepare for you all documents necessary for registration of a trade representation of foreign legal entity. Persons who are representatives of foreign commercial companies and have registered trade offices in BCCI can obtain a permit for continuous stay in the country. The term is one year (Art. 24, paragraph 1, p. 6 of the Law on Foreigners in the Republic of Bulgaria). The actual residence permit may be renewed on the same grounds after the expiry of the prescribed term.

Requirements:

Upon registration of a trade representation, you must have the funds from abroad for its maintenance. This applies also to any proceeds from SSI benefits for workers who are Bulgarian citizens. Since no representation carries on business, commercial offices are not required to file an annual tax return. For the same reason, they do not pay withholding taxes under the Corporate Income Tax Act.

Although not transact business, commercial offices are tax-liable for the social costs of staff employed under an employment contract and management. Regarding the law, transactions and payments made by residents in the country, carried out by commercial representation on his behalf or under the authority of the foreign entity, are considered as accomplished independent economic activity subject to taxation.On the grounds of Article 24, paragraph 1 of the Law on Promotion of Investment, trade represantation of foreign entities offceis are obligated to enter in the Commercial Register of the Chamber of Commerce.

When a foreign person can register as a trade representative in Bulgaria?

As lawyers in commercial matters, we will advise you that this happens when the company has got the right to conduct business, in accordance with the law of the country it had been established in. 

Legal aspects in conducting business 

Foreign person who has got trade representation in Bulgaria cannot carry out business on his/her behalf. This is because he/she is not a legal entity. Concluded with his/her brokerage transactions are conducted on behalf of the principal (non-resident). Commercial representation must be recorded in the Unified  Commercial Register of the Bulgarian Chamber of Commerce and Industry (BCCI), despite the fact that it is not a legal entity and has got no right to conduct business. For more information about the types of legal services we offer, please contact us. As for as commercial ajnd compnay lawyer on +359 2/858 10 25, or by e-mail to: info@lawyer-bulgaria.bg.

 

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