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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.

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