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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.

List of Documents Required for Selling Real Estate – Part 1

Selling Real Estate

Selling Real Estate

There’s something important to clarify about selling real estate. If you do not have time or information necessary for flawless preparation of all required documents, do ask for help. Our real estate lawyers are professionals and will be pleased to assist you. The team of Internationla Law Office D. Vladimirov and Partners consists of responsible specialists. They are excellent real estate lawyers having years of experience. We offer you our exceptional knowledge in preparation of documents for selling real estate.

 

For your convenience, our team of experts will prepare a complete and exhaustive list of documents. All of them are done in the proper way. If you have further questions or need more information, do not hesitate to contact a real estate lawyer on the phone or in written on our website.

List of Required Documents

The list of documents required for selling real estate consists of 16 points. This article will look through the first three of them. You can have them by asking a real estate lawyer.

  1. A document certifying your ownership of the property – by this document you identify yourself as the owner and seller of a particular property.

The most common types of ownership documents are as following:

  • Title Deed – it has to be registered in the Registry Agency at the location of the property. The types of title deeds are as follows:
  • deed of sale;
  • deed of donation;
  • deed of replacement;
  • notarial deed of findings;
  • deed of transfer of immovable property against liability for maintenance and care;
  • title deed of immovable property acquired by inheritance;
  • title deed of immovable property acquired by bequest;
  • deed of succession by a court decision declaring the preliminary contract as a  final, according to Article 19 of CPA.
  • Records for registration of the deed; attached note for its entry.
  • Contract of sale concluded under the State Property Regulations.
  • Contract of sale signed according to the Municipal Property Act and the Law on State Property of state or municipal property. If the contract is concluded after 01.06.1996, it should be entered in the Registry Office at the Registry Agency.

If you have lost or cannot find where you have placed the deed, do not panic! A duplicate of this document may be issued, as well as an identity document in the Registry Office at the Registry Agency at the location of the property. Please be advised that you will be charged for it.

The other two documents required are as following:

  1. Property Tax Assessment Certificate – this type of certificate is issued by the Tax Office in the municipality where the property is situated in. In the tax assessment, the address of the property has to match the one pointed in the title deed. If they don’t, there must be presented a certificate of identity of both addresses.

All the names of the property’s owners are written down in the tax assessment. All obligations on the property must be paid by all owners. Information on obligations of the property are stated in the tax assessment. If there are obligations of the property written down in the tax assessment certificate, these obligations must be paid before the entry of the transaction in the Registry Agency. For this purpose, the acquittance signed by the bank which the amount is paid in, ought to correspond to the amount recorded as a liability in the certificate of tax assessment. For further questions, consult with your real estate lawyer.

  1. Marital Status Certificate of the seller (property owner). This document shows what has been the owner’s marital status up to the date of the property acquisition. Marital Status Certificate is issued by the local USCRASP office, in the area of the person’s address registration. An application for a certificate may be submitted by the person or his/her legal representative, as well as by an authorised person bearer of power of attorney. That can be done also by a person whose legitimate interest is subject to a certificate. Same applies to a person who derives rights from issuing a certificate of marital status, according to the prerequisites of Art. 186 CPC, Art. 133 of Criminal Procedure Code and Art. 42 of APC; and expressly authorised person according to Art. 5, paragraph 2 of the Decree № RD-02-20-6 from 24.04.2012.

Contact us

More information and tips about where the documents necessary are to be issued, you can see in the next article. We are available for questions and consultation on the phone or via email that you will find in the contact form on our website.