Our law office provide a legal representation of foreign investors /buyers/ during court procedures per art. 135 of the Contracts and Obligations Act- in cases, when the company-seller per their preliminary contracts has transferred all its assets towards third related party;

For our foreign clients we provide a legal representation of foreign investors /buyers/ by real estate lawyer during court procedures per art. 19 of the Contracts and Obligations Act- in cases, when the company-seller per their preliminary contract is refusing to transfer ownership of the property via signed Notary /Title/ deed;

Legal representation of foreign investors /buyers/ during public sales procedures- submission of offers on behalf of clients before private enforcement agents for purchasing specific real estate; bidding on behalf of client during the public sale procedure; registration of the purchased real estate before the local municipality, as well as in the local Cadastre Agency.

Legal representation for a drafing of purchase agreement for land and property

Legal representation by real property lawyer during legal proceedings under Article 19 of Contracts and Obligations Act for the announcement of a preliminary contract as final. Entry of the final court decision, obtained as result of a court case under Article 19 of Contracts and Obligations Act, in the Registry Agency – Land Register.

Full representation of a seller or a buyer during the signing of a title deed and the related procedure of declaring the property at the local municipality. Full legal representation during legal proceedings for revoke of title deeds.

The joint-stock company (JSC) is a type of a company whose capital is divided into shares. A JSC may be formed by one or more Bulgarian and/or foreign physical or legal persons. The total amount of shares in a JSC forms its capital. The shareholders are responsible for the obligations of the JSC to the sum of the contributions made without being liable with their own personal properties.The trade name of a joint-stock company includes the words “Joint-Stock Company” or the abbreviation “JSC” (in Bulgarian – ”AD”/Cyrillic – ”АД”). The Statute of a JSC shall contain the requisites specified in the provisions of Article 165 of the Commercial Law.

Documents for Selling Real Estate

Documents for Selling Real Estate

The minimum amount of capital required for establishment of a JSC is 50 000 BGN (about 25 8000 EUR). However, the minimum required for banking or insurance activity, voluntary health insurance or other special activity is determined by other law.

The Bulgarian law allows two alternatives for management and representation of a joint-stock company – shareholders can choose between a one-tier and a two-tier management system. Foreigners can be appointed as managers of the company without any restrictions. The corporate governance structure of a joint-stock company consists of: a General Assembly of shareholders and a Board of Directors (in the case of a one-tier management system), or a Supervisory Board and a Management Board (in the case of a two-tier management system).

Entry of the JSC is stated by the members of the Board of Directors (in the case of a one- tier management system) or by the Management Board (in the case of a two-tier management system), or is empowered by the Statute or an authorized member of the management bodies of the JSC, as well as by a lawyer with an explicit written power of attorney. For commercial companies, the time required for entry or deletion in the Commercial Register is the end of the first working day following filing the required documents. On requests for registration of new circumstances, the registrars are obliged to act immediately.  

Rights and obligations of the stockholders

The rights and obligations of the stockholders derive from the respective stock. According to Article 181 (3), sentence 2, all stockholders of the same stock class must be treated equally. On the contrary, the stockholders of different classes may be entitled to different rights. The single stock and the rights that derive from it – hereof, rights and obligations are transferred simultaneously. Exceptionally, it is possible to transfer specific rights under legally defined conditions. According to Article 185 (3) of the Commercial Act, voting rights may be transferred for a certain time period, if the stock has been transferred, as well. The rights of the stockholders may not be infringed, unless the respective stockholders had givrn their consent when subscribing the shares. The right of dividend is an irresolvable right of the stockholders. Also, a division into material and immaterial rights and obligations is possible. Moreover, the stockholders enjoy different individual and collective rights.

How to set up a Joint-Stock Company in Bulgaria

Joint-stock company 

Legal framework – The Commerce Act; the Commercial Register Act and the competent authority is the Bulgarian Commercial Register with the Registry Agency.

The nessesery legal steps of the entire procedure of registration of Joint Stock company (plc – public company) is following : 

1)       Checking up with the electronic register of the Commercial Register and/or reservation of a business name.

2)       Holding of an Incorporation Meeting, subscription of shares by the founders, adoption of Articles of Association or an Act of Incorporation, election of a Supervisory and Managing Boards, respectively of a Board of Directors.

3)       Depositing the company capital into a special capital raising account (the minimum capital amount is 50 000 BGN- 27 000 EUR).

4)       In case of any specific business, an authorisation or license by the competent authority shall be provided when filing the documents with the Commercial Register.

The documents, which are required and we prepare in full as a set registration are following :  

– Preparation & drafting of application for registration.

– Preparation & drafting of articles of Association or Act of Incorporation.Hereditary Cases Lawyer

– Preparation & drafting of  Minutes of the shareholders’ Meeting of Incorporation.

– Preparation & drafting of  attendance list of the incorporation meeting.

– Preparation & drafting of list of the subscribers of shares at the incorporation meeting.

– Preparation & drafting of declaration pursuant to Article 160, paragraph 2 of the Commerce Act.

– Preparation & drafting of specimen (signature) of an every executive director.

– Preparation & drafting of declaration under Article 234, paragraph  2 and paragraph 3 of the Commerce Act. – Declaration under Article 237 of the Commerce Act.

– Preparation & drafting of  Minutes from the meeting of the Board of Directors.

– Preparation of application for applying of certificate of the deposited capital issued by a bank.

– Preparation & drafting of resolution of the managing body representing a shareholder who is a legal entity.

– Preparation & drafting of  Certificate of good Statement of the relevant business register regarding a shareholder who is a foreign legal entity.

– Preparation & drafting of legal document evidencing payment of the state fee for incorporation of a company.

– Preparation & drafting of declaration under Article 13, paragraph 4 of the Commercial Register Act signed by the applying managing director.

– Preparation & drafting of  nessesery license or permit according to any special law on the performance of a specific business.

 

Terms & conditions for set up of public company in Bulgaria

For an application for registration or deregistration – no later than the end of the first business day after its acceptance.

For an application for notification, it is immediately.

Closing a company in Bulgaria. Liquidation lawyers in Bulgaria

insolvency & liquidation lawyers in Bulgaria, liquidation procedures in Bulgaria

We would like to speak about liquidation lawyers. Closing a Bulgarian trade company is not easy to be done. Especially if this company has got any trade activity or assets in Bulgaria. Our company and liquidation lawyers in Bulgaria call this ”liquidation of the company”. The entire procedure should be approved by Bulgarian court, according to Bulgarian Trade Law. This act regulates the requirements for performing the closing and liquidation of trade & legal companies in Bulgaria.

Our company and liquidation lawyers provide the information and consultancy necessary by giving advices for dissolving and liquidation of legal companies in Bulgaria. The preparation of the documents for liquidation procedures starts with the submitting an application for certificate of company liquidation in Bulgarian Tax Authority. We work with many foreign companies in Bulgaria. Our company and liquidation lawyers will submit an application for issuance of written certificate in the Bulgarian Trade Register. And this – together with the decision of the management body of the company concerning the liquidation matter. We prepare all the documents needed for election of the official liquidator. In addition, we pay attention to the deadlines of the entire liquidation time of your company.

The elected liquidator has to complete all started deals and legal transactions with the company trade partners. He/she ought to cover all the outstanding debts of the company to its creditors. Usually, the liquidator represents the company in liquidation in advance.

 

Liquidation lawyers in Bulgaria

do completion of the employees’ labor contracts in the company, complete all rest contracts, and so on. All the payments must be covered, too. The lawyers has to submit an annual finance report to Bulgarian commercial register.

We would like to inform you about some important tasks. First of all, we have to send invitations to all the creditors of the company, and to submit the invitation through our company and liquidation lawyers in Bulgarian Commercial Register. The creditors have about six months’ time to prepare and submit legal claims in the Bulgarian courts against the company before the company gets completely liquidated.

We are acting as a company and liquidation lawyers in Bulgaria. We are making a legal check every week for our clients in order to avoid any surprises. That is the main reason why we keep a close contacts to all our clients. We keep them informed about submitting the legal claims and start the litigation procedures of claiming the assets of the debtor’s company in liquidation. When the trial period of invitation to the creditors of the company expires, the company will be erased from the Bulgarian Commercial Register.

 Finally

We can offer you accountancy services provided by qualified & certified accountants. In addition, we suggest you preparing  the necessary accounting documents for the company liquidation in Bulgaria.

Every single case has got its legal specifics. If you need some assistance, call us now on + 359 2 858 -10-25