Mergers and Acquisitions Lawyers in Bulgaria

Bulgarian litigation lawyer

As a corporate and company lawyers (acquisitions lawyers) in Bulgaria, our work is connected with some company transformations. The process of mergers and acquisitions in Bulgaria is regulated by the Commerce Act. There are specific rules for public companies in Bulgaria specified in the Bulgarian Public Offerings Securities Act (POSA). Takeover bids for public companies are regulated under special conditions. As corporate and company lawyers in Bulgaria, we follow the legal procedure.

The main goal for company mergers and acquisitions is creating a consolidated company that benefits from the synergy of the merging companies.

Differences related to the type of company

The foreign Investors in Bulgaria need some legal advices from corporate and company lawyers when they plan, acquire or take over legal companies in Bulgaria. They must know that there are different rules applying to specific types of companies in Bulgaria. Some company mergers and acquisitions differ for joint-stock and limited liability companies. The main differences apply to the documents necessary to be prepared for merger or acquisition, and approval with registration required. Only joint-stock companies are eligible to elect to be public or non-public tradable companies. We offer you mergers and acquisitions lawyers. You will save money and precious time. Our experience lawyers make us proud and convinced that we are one of the best law firm in Bulgaria.

Necessary documents. Law Firm in Sofia, Plovdiv & Bansko

Mergers & Acquisitions lawyers in Bulgaria

The Commerce Act stipulates that certain types of documents are compulsory for mergers and acquisitions in Bulgaria. Mergers and demergers require a plan for transformation, agreements, management reports, audit reports and certificates of good standing.

To transfer shares from limited liability companies in Bulgaria, a share purchase agreement and new Articles of Association are required. Transfers of shares from a joint-stock company require fewer documents in general.

As corporate & company lawyers in Bulgaria, we inform our clients that mergers and acquisitions in our country require approximately 25 business days. This depends on the type of company and the approvals and regulations required. Bulgarian laws are investor-friendly and the provisions applicable to Bulgarian investors apply to foreign investors as well.

You need legal law advices, if you are involved as a party in mergers or acquisitions. Our legal team can provide you with all legal assistance necessary.  For more information, please contact us.

Legal services to import & export in/from Bulgaria

Our legal team from corporate & company lawyers in Bulgaria works on the emerging market economy in Bulgaria. The country is a major exporter of industrial commodities. Also, it exports agricultural and food products. Bulgaria is a land with a huge growth of outsourcing industry in the last couple of years. Our legal practice shows that our trade partners are the neighboring countries, as well as other Western European ones. Bulgaria is a member of the World Trade Organisation. Trade liberalization and compliance with the applicable international trade rules are the hallmarks of the country’s trade policy.

Our activity is focused on the company formation and supporting companies in their export and import business in Bulgaria. Due to Bulgaria’s geophysical characteristics, the country produces numerous agricultural products and foodstuffs. The mountainous parts of the country are a natural source for ores and minerals, including: coal, copper, lead, zinc, bauxite and timber.

Legal advices to imports & exports in/from Bulgaria

import & export in Bulgaria

We always inform our clients that Bulgaria’s main exports are domestic goods, petroleum and petroleum products, packaged medicinal products, chemicals, machinery, wheat and wheat-by-products and so on. Bulgaria is a major coal producer in Europe. We produce essential oils, lavender and rose oil. The main export partners of Bulgaria are Germany, Netherlands, Switzerland, Italy, Romania, Belgium, Turkey and Greece. Our partners (countries) imports mineral products, machinery, vehicles, rubber and plastics, textiles and various chemical products. The country’s main import partners are: Russia, Germany, China, Italy, Romania, and Greece. Our legal team of company & corporate lawyers in Bulgaria can help you with the relevant EORI and VAT registration.

Legal support for your current/future business

Our law office supports the clients and foreign investors in Bulgaria before the National Customs Agency of the Republic of Bulgaria. Our clients need legal advices from us, as company & corporate lawyers in Bulgaria. The National Customs Agency is under the supervision of the Minister of Finance, and its structure includes the Central Customs Directorate, as well as eleven customs centers. They are in: Sofia Airport, Metropolitan, Burgas, Varna, Vidin, Plovdiv, Svilengrad, Svishtov, Ruse and South-Western centers.

The National Customs Agency defines the legal framework, creates customs laws and deals with other customs-related issues. Since 2007 the country has been obliged to apply all European directives referring to general customs rules and international customs cooperation. Our legal support as company & corporate lawyers in Bulgaria gets the clients claims against the Bulgarian authorities and support them in the courts.

One of our legal law activities is to give advices to our clients no matter what the problem is. Special permits and licenses may be required to perform certain trade activities in Bulgaria. Our Bulgarian lawyers can help you with detailed information regarding the applicable legislation for different types of imported and exported products. If you need more information, please contact our legal team of company & corporate lawyers in Bulgaria. If you would like to know more about the legislation for foreign investments, call us on + 359 2 858 10 25 or send us an e-mail to info@lawyer-bulgaria.bg.

 

Setting Up a Company in Bulgaria

Do you need a Bulgarian company lawyer?

DO YOU NEED A COMPANY OR WOULD LIKE TO START A NEW BUSINESS ?

Our clients asked us how they could do a company formation in Bulgaria. The procedure of company registration in Bulgaria is quite formal and requires specific documents to be prepared by a qualified company lawyer in Bulgaria.

One of the most interesting questions about the company start-up in Bulgaria is regarding the company registration itself.

Some of the business activities require to set up a specific company for management the whole process of developing of projects or productions.

As company lawyers in Bulgaria would like to inform our clients that this is not a simple job. This company does not just produce goods or provide services. Instead, it owns shares in another company.

Regulation for holding companies is essentially matching the regulation for any other company in Bulgaria; however, in certain cases they may benefit from preferences in the tax system.

Our legal team of company & corporate lawyers in Bulgaria can help you in establishing a holding company and the timely start-up of your business ventures.

There are several options that can be chosen as the most common of them are:

  • “Single person Limited Liability Company ” (EOOD) – an entity with one single owner with limited responsibility
  • “Private Limited Liability Company” (OOD)– owned by two or more partners with limited responsibility
  • “Sole Owner” (ET) – a simplified entity form which is appropriate for very small ventures (full owner’s responsibility)
  • “Freelance” – a personalized individual registration
  • “Public Limited Company” (AD) – joint stock company – a commercial company with share capital owned by its members
  • “Branch in Bulgaria” – Foreign legal entities registered abroad can register a branch in Bulgaria

Legal procedure of setting up a Bulgarian company

The process of establishing a limited liability company is fairly easy for locals who are familiar with the procedures. The application can be done via Internet however the web platform is only available in Bulgarian language the person applying would need to have a digital signature certificate.

In addition, the applicant needs the proper set of documents signed, a bank account in a Bulgarian bank with the registered capital deposited and finally – to pay the government fee.

The setting up a company in Bulgaria can be explained as an easy process for registration of public limited company or a private limited company.

register a company

Different requirements apply for different company types, such as the minimum amount of capital, the number of founding members, etc.

For example, the holding companies in Bulgaria are usually established by investors for the purpose of buying, managing and selling commercial interest, bonds and patents in Bulgaria, purchasing and managing shares of foreign legal entities, as well as providing financing for the companies it manages.

Bulgarian holding companies are mandated by Commercial Law in Bulgaria to invest at least 25% of their capital stock in a subsidiary. A holding company in Bulgaria has to own at least 25% of the capital of the subsidiary and has to represent 50% of the management board of the subsidiary as a minimum.

Special provisions for holding companies in Bulgaria

Bulgarian holding companies are not allowed to acquire or invest in a non-domestic legal entity in Bulgaria. Although holding companies in Bulgaria are allowed to acquire shares in real property companies, holding companies are not allowed to purchase real property which will not be used directly by that holding company.

Certain measures for financing other companies refer to holding companies.  This means that holding companies are allowed to finance companies which are under their control, but the loan amount in total may not exceed specific values.

Some holding companies in Bulgaria are taxed in the same manner as other local companies. The corporate tax rate in Bulgaria is 10%, and all dividends payable to non-residents are subject to a 5% withholding tax, anything applied under a different provision notwithstanding.

Bulgaria has signed treaties for avoidance of double taxation with more than 68 countries in order to avoid double taxation.

Bulgaria is a reliable country to establish a private companies, due to the special regime for dividend payments. Dividends received by a holding company in Bulgaria may be subject to tax exemption, if the company which makes the payment (as an example – the owned subsidiary) is a company established in a country member of EU or EEA.

This withholding tax exemption on dividends applies for income from dividend received by a Bulgarian company from another legal entity incorporated in the country as well.

IMPORTANT :  nder Bulgarian law there are no restrictions as to the size of the foreign participation in the capital of a Bulgarian company and, therefore, up to 100% of the registered capital of a local company can be held by foreign persons.

Our Bulgarian team of commercial & company lawyers provide you with the information necessary bout holding companies in Bulgaria and the particulars of taxation in the country.

If you would like to know more about other types of setting up legal companies in Bulgaria, or if you would like to understand more about the process of establishing a company in Bulgaria, please do not hesitate to contact us on + 359 897 90 43 91 or send us an e-mail to info@lawyer-bulgaria.bg.