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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.

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

Litigation Lawyer in Bulgaria

If the people need a legal help for collecting some debts, they are calling the Litigation lawyer in Bulgaria. 

The litigation procedures in Bulgaria are very interesting and conservative

Thsi process could continue for different periods, depending on the complexity of every legal case.

A litigation lawyer is a solicitor or barrister who specializes in contentious matters and lawsuits.

The litigation lawyer represents his clients at all stages of a lawsuit from get up for trial, briefing counsel and is responsible for carrying the lawsuit through the court process.

Litigation Lawyer in BulgariaOur responsibily to the client

They all are ready to assist you and support you legally, if you need a legal advice for your issue in Bulgaria.  Litigation Lawyer in Bulgaria 

The most important responsibilities of the Bulgaria litigation lawyers are to prepare all legal documents.

They are necessary in court procedures in Bulgaria, needed for the defense or the assistance, giving legal advices and representing the clients & defending clients before the authorities in the court & public procedures in Bulgaria.

Our Bulgarian litigation lawyers will support you by preparation of legal documents.

They work usually on hourly basis and follow a specific legal procedure in whole litigation process before the Bulgarian courts.

Sometimes we need and require additional information from the clients or from the authorities.

That takes more time, especially when we need to prepare your defence or statement for the Bulgarian courts. Litigation Lawyer in Bulgaria 

During the litigation procedures before the Bulgarian court we have an access to all legal acts and documents shown.

Additionally we could investigate the case for additional information regarding the cases.

We can also ask for copies and samples of documents, as well as receive information of high priority from the Bulgarian authorities.

In regular cases, our Bulgarian litigation lawyers are owed remuneration for their work determined on hourly basis according tLitigation Lawyer in Bulgariao written or mutual contracts.

The payment of the Bulgarian litigation lawyers is in accordance with the Ordinance of the Supreme Attorney Council.

Exceptions in the litigation process…..

Before we start, there are some technical limitations for a regular litigation lawyer in Bulgaria.

A litigation lawyer is a solicitor or barrister who specializes in contentious matters and lawsuits.

Some individuals cannot be litigation lawyers in Bulgaria:

  • people convicted in crimes;
  • lawyers who had lost their attorney rights of practice;
  • traders or managers of a trade company;
  • governmental people & public office employees or the individuals who has declared the insolvency.

If you need our support or are looking for a litigation lawyer in Bulgaria, do not hesitate to contact us immediately

Our contacts are + 359 897 90 43 91, or send us an e-mail to info@lawyer-bulgaria.bg.

What does a litigation lawyer do?

The work of a litigation lawyer focuses exclusively on lawsuits to try and win the case. Most of the time, litigation lawyers handle a lawsuit in court, but ideally most clients try to mediate or settle a lawsuit out of court to avoid high costs of litigation. There are many different types of litigation including civil, tax, commercial, probate, financial services/regulatory, criminal, matrimonial and divorce, construction, intellectual property, insolvency and bankruptcy lawyers, personal injury, shipping and insurance litigation. Some large multinational companies or financial institutions even have their own in-house litigation specialist.

What is the litigation process ?

A litigation lawyers prepares for trial application, drafts affidavits from expert witnesses, provides advisory opinion and represents their clients in court

What every client could expect from a litigation lawyer ?

A litigation lawyer needs to prepare the get up for trial before the law suit is filed and this includes research, discovery of documents, gathering substantial evidence, advising the client if the matter should go to trial or should be settled before court. During the pre-trial period, after the suit has been filed, a litigation lawyer will file required pleadings, gather substantial evidence for trial, take depositions from expert witnesses and file and argue interlocutory motions.

What to expect on the job

Litigation is often very detail oriented, and a litigation lawyer can sometimes find himself having to file suits against multiple counter-parties for a single case. When working on large-scale lawsuits, a litigation lawyer may often brief external counsel (sometimes even QC – Queen’s Counsel) and also have a team of junior lawyers to help with more remedial litigation tasks such as collecting of evidence, discovery of documents and other matters. Smaller suits are sometimes settled out of court to help the client save some money.

What we offer to the clients ?

Litigation is sometimes a long drawn out process, as there are many legal procedures that need to be followed before a case can be settled or taken to trial and sometimes these decisions go on appeal for re-trial as well. The bureaucracy of court systems and regulations and their corresponding waiting times further extend the litigation process, as all bases need to be covered. Litigation is sometimes a long and complicated procedure, but for a patient and passionate lawyer, the reward of winning a case merits the effort.

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