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Register a limited company in Bulgaria

Set a limited company in Bulgaria is a company formed by a contract between two or more persons to carry out business under a common firm.Register a limited company in Bulgaria 

This is the situation, when one or more of the partners are jointly and fully liable for the obligations of the company, and the rest are only responsible to the extent of the payment agreed. Register a limited company in Bulgaria 

Тhe name of at least one full liability partner and should be of a national exclusivity.Register a limited company in Bulgaria

The contract for the establishment of a limited partnership shall be made in writing with the notarized signatures of all members and must contain the requisites set out in the provisions of Article 102 of the Commercial Law.

Requirements for set up of Limited company in Bulgaria?

The establishment of a limited partnership does not require any initial capital.The entry of a LP in the Commercial Register is based on an application form. It can be requested by any of the full liability partners or by a lawyer with an explicit written power of attorney.

The limited partnership has got two categories of members – full liability and limited liability partners. The management and representation of the company supposed to be made by the full liability partners. Register a limited company in Bulgaria 

The full liability partners do not make any financial or material contributions to the company.

On the other side, limited liability partners are required to make a financial or material contribution in the company but they have no right to manage.

The limited partnership is the second form of partnerships regulated in the Bulgarian Commercial Act. It differs from the general one in respect of the partners’ participation.

There are two different types of partners to the limited partnerships – ones that bear unlimited liability (general partners) and ones that are only limitedly liable (limited partners).

According to the Commercial Act, the limited partnership consists of at least one general and one limited partner.

The partnership is founded on the basis of a partnership contract.

The trade name of the formation must contain the name of at least one of the limited partners.

According to Article 101 (2) of the Commercial Act, a limited partner is deemed to bear unlimited liability, if his/her name is included in the trade name of a limited partnership.

The internal relationship between the limited partners is similar to the relationship between the partners of the general partnership, except for the rights and obligations.

The general partners are obligated to deposit a contribution.

This contribution determines their share in the future profits and their liquidations quatas. Also, limited partners are subject to the obligation of loyalty – without the consent of the other partners, one partner may not have got a rival commercial activity.

With regards to the external relationships of the company, the limited partners do not have got an important role.

Mainly, they do not participate in the management unless they are expressly nominated to.Register a limited company in Bulgaria 

According to Article 112 of the Commercial Act, limited partners bear unlimited liability for legal transactions that have been conducted in the name of the partnership before or after its foundation, whenever the creditor did not know that he was contracting with a limited partner.

Otherwise, limited partners bear liability toward the partnership’s creditors to the extent of the contribution made, even if it has not been paid completely.

This provision also applies regarding losses of the partnership. In General partners bear personal, unlimited, joint and several liability.

Setting up a Business company in Bulgaria

The General partnership is a type of personal partnership formed by two or more persons to carry out the business of trading under a common company. The shareholders of the company shall be jointly and fully liable for its obligations. The liability of the partners is personal, unlimited and subsidiary regarding the obligations of the general partnership. Due to the last peculiarity, the general partnership belongs to the partnerships. Also, the personal participation of the partners in a formed partnership is characterised by the personal participation in business operations.

The trade name of the general partnership consists of the family names or the companies of one or more of the partners with the indication “general partnership” or cooperation (“& Co.” and should be of a national exclusivity.) The establishment of a general partnership does not require any initial capital. The contract for the establishment of a general partnership shall be established in writing with notarized signatures of the partners and shall contain the requisites set out in the provisions of Art. 78 of the Commercial Law.

The entry of a general partnership in the Commercial Register is based on an application form. The application for registration of the GP in the Commercial Register shall be signed by all partners and the Constituent Act shall be applied to it. Entry of a GP can be requested by any of the partners or by the person (s) who represent the company, according to the Company Contract, as well as by a lawyer with an explicit written power of attorney.LAWYER, LAWYERS IN BULGARIA

Rights of the partners

The material rights are as following:

–  Right on shares in profit in the end of the financial year (in case there is a profit).

–  Right on liquidation quota, if in case of a termination of the company assets remain that may be distributed amongst the partners.

–  Right on compensation of the costs regarding the execution of business missions, as well as of all damages that were directly caused when executing business missions. Basically, there is a right on all statutory interest.

The immaterial rights are as following:

– According to Article 84 of the Commercial Code, each partner is entitled to take part in the management of the partnership’s business.

– Voting right – an irrevocable right of the company members;

– Right of examination of each partner that does not participate in the management. It is a protective right each partner is entitled to exercise.

Legal relationship between the partners and third parties

According to Article 89 (1) of the Commercial Code, each partner of the general partnership is a representative of the partnership. The partner acts as a body of the partnership and does not need an authorisation. Restrictions towards third parties are only effective after a respective record into the commercial register. The power of representation may be limited within the Articles of Partnership. It may be transferred to one or more partners but also to a third party.

The most essential particularity of the general partnership is the unlimited personal liability of each of the partners for the debts of the partnership. According to Article 88 of the Commercial Code, the liability is subsidiary and limited on the assets of each partner. The debtors may only try to satisfy their claims by single partners, if the satisfaction by the general partnership became impossible. Each partner may raise any personal objections, as well as any of the partnership’s objections. All claims of the partnership creditors against the partners expire 5 years after the termination of the partnership or the expulsion of a partner, unless another time period applies.

In reverse, the general partnership is not liable for the debts of the partners – neither as a natural person nor as a legal entity. However, there is legal possibility of partnership creditors to obtain the seizure of their claims on the liquidation quotas and the termination of the general partnership. That may happen if he/she unsuccessfully pursued enforcement of the partnership’s movable property within the past 6 months. In this case, according to Article 96. (1), the creditor may attach that partner’s liquidation share and request the dissolution of the partnership upon a notice in writing pursuant to the procedure set forth in Article 94.

The conditions regarding the termination of general partnerships are listed in Article 93 of the Commercial Code:

– Upon request by a written notice of one of the partners in consideration of a time period of at least 6 months, if the partnership was founded for an undefined period.

– Upon request of one of the partners, it may be dissolved by the court if another partner violated an essential obligation of the Articles of Partnership intentionally or by gross negligence. Or, if the fulfilment of such an obligation becomes impossible or if a partner acts against the partnership’s interests.

– By the private creditors of one partner.

In spite of the expulsion of one of the partners, it is possible to carry on the partnership. In this case, according to Article 97 of the Commercial Code, the remaining partners are obligated to pay the share of the expulsed member in the company’s assets. In case of death of one of the partners, his/her heirs may take participation in the partnership, if the Articles of Association allow so.

Set up a company in Bulgaria

Limited Liability Company in Bulgaria (Ltd.)

Limited liability company (LLC)  is a type of a capital company which can be established by two or more Bulgarian and foreign physical or legal persons. Set up a company in Bulgaria

The management structure of a Ltd. consists of a General Assembly of shareholders and one or more managers who manage the company and represent it in respect to third parties.

A limited liability company may be formed also by one person and in this case it is a single/sole-member limited liability company (SMLtd) A Ltd. company is established on the basis of a company contract that ought to be concluded in writing.

The name of the company shall contain the words “Limited Liability Company” or the abbreviation “Ltd.”, and should be of a national exclusivity.Set up a company in Bulgaria

The entry of a Ltd. in the Commercial Register is based on an application form. It must be stated personally by the Manager/Managers of the company or a lawyer with an explicit written power of attorney.

Regarding the Bulgarian legislation, only a physical person can be a manager of Ltd.

The manager may be a partner or a third party. There are no restrictions on a foreign person to be appointed as a director of a Ltd.

The capital of a limited liability company cannot be less than 1 Euro (minimum 2 BGN). It consists of the shares of the partners which must not be less than 1 BGN/each.

Partners can bring both cash and non-cash contributions. Non-cash contributions are subject to mandatory assessment by three independent experts appointed by the Registry Agency.

The shares of a Limited liability company are not a  subject to trading. They can be transferred with a notarized contract for transfer of shares.

The one between shareholders does not require a decision of the General Meeting. Otheriwse, the transfer of shares to a third party, as well as the adoption of a new partner does require such a decision.

Rights and obligations of the shareholders

According to the Bulgarian Law, the members of a Ltd. have got rights such as the following: right to dividend and liquidation quota, amoral rights like right to participate in the management of the company, as well as to be elected as a manager.

Immaterial rights include: accessing company’s information, supervising the meetings of the General Assembly, etc. Shareholders have got a financial obligation – it is payment of contributions.

Non-compliance with these obligations could result in exclusion of a partner. Immaterial liabilities include participation in the management of the company, implementation of decisions taken by the General Assembly. Competition is absolutely prohibited both for the partners and the manager. Set up a company in Bulgaria

Registration of a Limited Liability Company/ sole-Owner LLC  

Usually the legal framework for company set up in Bulgaria is following – Commerce Act; Commercial Register Act etc.. The competent authority is the Bulgarian Commercial Register with the Registry Agency.

Now we would like to inform you for all nessesery legal steps of the entire procedure of company registration. Our legal work start from the same beggining of preparation of the paperwork & documents as: 

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

2)Holding of an Incorporation Meeting, adoption of a Memorandum of Association or an Act of Incorporation, appointment of managing director/s.

3)Depositing the company capital into a special capital raising account (the minimum capital amount is 1 Euro (minimum 2 BGN).

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

The list of the documents, which are required for every company registration is following

– Preparation & drafting of Application form for registration.

– Preparation & drafting ofMemorandum of Association or Act of Incorporation.

– Preparation & drafting of Minutes of the Meeting of Incorporation of the company.

– Preparation & drafting of docuiment for Specimen *(signatures) of all appointed managing directors/ managers of the company.

– Preparation & drafting of declaration pursuant to Article 142 of the Commerce Act signed by each of the appointed managing directors.

– Preparation & drafting of declaration pursuant to Article 141, paragraph 8 of the Commerce Act signed by each of the appointed managing directors.

– Preparation & drafting of Certificate of the deposited capital issued by a bank.

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

–  Preparation & drafting of Certificate of good statement from the relevant business register regarding a member who is a foreign legal entity.

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

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

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

We would like to advise you for the legal terms of the entire registration process : 

For submitting an application for registration or deregistration before the Bulgarian commercial register, we need about 5-7 business days after its acceptance of the documents

Challenging a Will Lawsuit

If you think your interests are injured with the will, left by your testator, seek help from a hereditary cases lawyer. He will initiate a challenging a will lawsuit.

There are null and void grounds for filing a challenging a will lawsuit. Null grounds have no legal effect while void grounds have legal effect, but it can be suspended. For this purpose, it is necessary judging the relevant claim or objection. To be filed challenging a will lawsuit it is necessary not to have expired 10-year duration of opening of succession. In addition: not to have passed more than 10 years since the death of the testator. The period between learning the reason for filing a challenging a will lawsuit and starting the procedure should be maximum 3 years.

The first ground of nullity is governed by Art. 43, para. 1 b. A the Law of Succession. It is related to testamentary capacity. In order for a person to draw a valid will, it should be major and be able to act wisely and handle his actions. This is Decision № 244-1979-I, 83-2004-II GO SCC.

People who are under full guardianship do not have testamentary capacity. A controversial issue is the ability to bequeath of such person. According to some of the opinions, a person placed under partial guardianship can not be legally able to prepare a will. Case law, however, takes the opposite view. It is assuming a decisive factor specific factual possibility of reasonable actions of the person rather than the legal limit of capacity. For this reason, in a challenging a will lawsuit a person’s legal capacity to bequeath shall be assessed to the date of the will. It doesn’t matter the legal capacity of a person before making a will.

The Secon Ground

Challenging a Will Lawsuit

Challenging a Will Lawsuit

of nullity of a will is governed by art. 43, para. 1 b. “B”  Law of Succession. According to it the mistake, which is a discrepancy between the external objectification and the actual inner will of the testator, is a ground for dispute. Mistake can refer both to the person – successor, and the subject of inheritance. The mistake in the name of the successor does not vitiate the will. The contents must have enough data to customize the person (decision № 284-2000-I GO SCC). It is possible that there is a mistake of the motive for the preparation of the will and it is displayed as an independent ground for filing a challenging a will lawsuit.

It is envisaged that the motive is expressed in the very will and it is crucial, namely that it is the only reason for creating a testamentary disposition.

The following grounds for nullity of a will are “fraud and violence”. They are regulated in Art. 43, para. 2 Law of Succession. Violence can be expressed in physically or as a threat of force. If violence is in a form of a threat, it should create a well-founded fear in the testator, who is preparing a will.

In a challenging a will lawsuit the original claim may be filed to seek annulment. Without the need of changing the claim, it can be proclaimed the nullity of the will. To perform testamentary dispositions court can make a judgment, based solely on the will, submitted as evidence in the case.

Grounds for nullity of a will include:

  • procedural defect of the will – lack of full date and / or signature of the testator, the will is not written manuscript by the testator and is printed on a typewriter, computer or laptop
  • the motive of the will is contrary to law and morality
  • the will is on a contrary to the gratuitous nature of this type of document

Due to the variety of reasons that can lead to vice – grounds for filing a challenging a will lawsuit it is a good idea to seek help from a hereditary cases lawyer before you prepare this important document.

Contact us. We are professions. If you need some advices, you can receive helpful information online.

Sale of Shares of Common Property

If you are a co-owner of hereditary property and wish to sell your ideal part of it, but you do not want to offer the other co-owner / co-owners, as prescribed in law, then consult an experienced real estate lawyer. We work with excellent real estate lawyers, the best in this area. They know how to solve your problem without circumvent the law.

Sale of Shares of Common Property

Sale of Shares of Common Property

Our experienced real estate lawyer will tell you that according to art. 33 of the Property Act, if you are a co-owner of a property and want to sell your share of it, you must first offer the share of the property to another co-owner or co-owners, if they are several. Only when each of them refuses to redeem your shares, you may sign a purchase contract – the sale of shares of common property of a third party.

Unfortunately, in many cases co-owners of an inherited property, for example, are not in good relationships with each other. Moreover – they often do not even speak to one another. The presence of a deep rift in their relationship is the reason the co-owner who has decided to sell his shares, seeks to avoid direct contact with the other co-owner or co-owners. Sometimes the owners of real property are too many and do not even know each other. This is a common problem in inheritance of property – land. This situation occurs too frequently, but most of our customers do not know that it can be overcome. So if there are any any pressure points associated with the sale of shares of common property or preparation of documents for the sale of the property, contact our experienced specialist. Now you have the exclusive opportunity to receive free online consultation through our website. You can connect with an experienced real estate lawyer if you use the contact form on our website, the e-mail or phone number.

Why to choose us?

International law firm  “D. Vladimirov and partners” has extensive experience in the sale of  shares of common property. Our team of experienced real estate lawyers, completely dedicated to their work, knows the ins and outs that will get you out of this delicate situation. Here you will meet with an effective and lawful method that will accomplish your goal without circumvent the law.

Although the provisions of Article 33 of the Property Act is adamant there is a legal way to prevent offering your share of the property of other co-owners. Here it is: You, as an owner, if you want to make a sale of shares of common property of a third party must first transfer by donating a part of your share to the third party. If you own a ½ share of the property, it can be transferred by donation ¼ of your ½ share of the third party. Subsequently, you will sell the rest of your share to the same third party. This third party entitled gifted ideal part of the property is also provided in the position of a co-owner. Through this quirk you will comply with Article 33 of the Property Act and still sell your property to the person you wanted.

Such action is undoubtedly lawful and does not constitute circumvention. It is a widely used tool for solving problems related to co-ownership of real estate, where the co-owners are not able or willing to voluntarily resolve disputes of that nature.

If you want to get a quick free consultation from a professional, contact us by phone 02/858 10 25 or email info@lawyer-bulgaria.bg. We are available to answer your questions and give you the right advice on how to proceed in this situation. Before contacting us, please read the general terms and conditions that you can find in our website. We are available 24 hours a day.

Hereditary Cases Lawyer – Declaring a Will

The will as a specific type of document represents one-sided deal which can be created in two ways. It can be a notarized will, drawn up by a notary or a holographic will, written by the testator. Before you draw a holographic will consult with a hereditary cases lawyer, who will explain to you the specifics that you need to know when you decided to bequeath your property.

Hereditary Cases Lawyer

Hereditary Cases Lawyer

The first essential characteristic of a holographic will is that it is considered to be a personal gratuitous act which has legal consequences after the death of the testator. Till that moment the testator is entitled to change his holographic will several times. In order to be a will valid, it must contain within itself the exact date of preparation, the subject of will and must specify the subject who will inherit the property. When you have prepared several wills the only valid will is considered to be the one with the latest date.

When the testator has died the will should be declared and registered. To generate these legal consequences the successor, in whose favor the testamentary disposition is made, has to know about its existence. Before the death of the testator the main characteristic of the will is its confidence. In contrast, to produce legal effects after the death of the testator, there must be made several procedural actions that in no way can be characterized as confidential.

As any good hereditary cases lawyer will explain to you, after you have prepared your will, you should tell the person that you have specified as your successor in will for its existence. After the death of the testator the successor should be able to identify where the will is and to whom is entrusted for safekeeping.

What coming next?

The holographic will is known as a secret will because it is an expression solely upon the free will of the testator. His will should not be vitiated by side effects, suggestions to third parties or pressure – mental or physical.

After a consultation with a hereditary cases lawyer, you will find that in the Inheritance act contains a specific provision of art. 27 para. 1, according to which the person who keeps a holographic will is obliged to request its disclosure by a notary immediately after learning of the death of the testator. Note that this statutory provision is not connected to any special sanction that derives directly from the possible omission of the person who keeps personally holographic will. It is difficult to be proved the exact moment of learning about the death of the testator, which means that to be established beyond doubt that fact will need a full mainly proof.

Your hereditary cases lawyer will explain that any person who appears to be interested in the announcement of the will, can ask the district judge for the place where the heritage was found, to determine a specified timeline for submission of the will in order for it to be announced by the notary.

If the will is left for storage to the notary, he executes its announcement – pursuant to Art. 27 para. 4 of the Inheritance Act.

Most people can not understand what is the definition of “place of opening the inheritance.” As your hereditary cases lawyer would explain to you it is “the last residence of the testator.” The last residence of the testator may be specified as his permanent residence and permanent address in Bulgaria before his death.

The quality “interested person” is not easy to be proved. If the ” interested person ” is the successor in law of the testator, it is enough for him to submit an abstract of the death of the testator. But in most cases the person is not from the circle of heirs at law of the testator. Then the only direct evidence of his quality ” interested person ” is itself the holographic will. Your hereditary cases lawyer will tell you that the presentation of an abstract of the death certificate of the testator sets only the likeliness of the deceased to has drawn holographic will in favor of the plaintiff. The “interested person” shall indicate the person who keeps the holographic will.

 

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