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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.

Bulgarian Property Lawyer

Sell your property in Bulgaria

Selling your property in Bulgaria is not very easy, even if you have already find a buyer. That’s why you are in need of assistance. Look for a Bulgarian property lawyer!

If you have already bought a property in Bulgaria, you need to check up if this property had been registered in all the necessary authorities. And in the Municipality Office, too. Our law firm works as a professional Bulgarian property lawyer, as well. We support many foreigners who want to sell your real estate property in Bulgaria. Usually, if you have a good property, is quite easy to find buyers in Bulgaria. As property lawyers in Bulgaria, we could help you finding a buyer and getting a good price for you. It is very important to follow the legal advices of a property lawyer so that you will save money and precious time. Our experienced Bulgarian property lawyers will help you with the documents for the selling.

 

First Steps

Bulgarian property lawyer

Bulgarian property lawyer

Before you sell your property in Bulgaria, you should have all the documents necessary,as well as declarations needed for a sale – prepared in advance. We assume you will need  qualified property lawyers. This means, you need us.

Our property lawyers in Bulgaria are ready to assist you and protect your interests in selling your property in Bulgaria. You need just to call us or to send us an email. Then we will be ready to start the legal procedure.

Before starting every single deal, your lawyer is obliged to check for potential legal problems. He/she has to prepare all the documents necessary for the transfer of the ownership over this property. And so we do! We always check if there isn’t any property charges over your property you are trying to sell. For example, encumbrances, mortgages or pledges over your property by the Tax Office or by a third party.

Usually, when our buyer signs the preliminary contract, he/she needs to leave a deposit as a percentage of the sale price of the property in Bulgaria. When we help you finding a buyer, we require a simple power of attorney to represent you by conclusion of the preliminary contract for the purchase of the property with the buyers in Bulgaria.

Our qualified property lawyers will prepare the draft of Preliminary contract and will negotiate with the buyer concerning the transfer fees of your property. After receiving the written confirmation for all necessary legal conditions, we sign the preliminary contract for purchase on your behalf. Then we send you a copy of it. We are obliged to find buyer/-s and sell your property correctly.

When all the Documents are ready…

When all of the documents and declarations are done, our lawyers start preparing the Notary Deed for transferring the ownership over your property. You can trust us – we are specialized in property sales of foreign clients in Bulgaria. Each Bulgarian property lawyer will help you with the documentation and legal proceedings. Especially – International Law Office D. Vladimirov & Partners.

The next legal step to sell your property is to sign the Title Deed for the sale of your property. We will help you by representing you at the Notary Public in Bulgaria.

The last step to complete your sale is visiting the Tax Office of your municipality and remove your name of the property from the Tax Register, to avoid any future legal problems with it. We, as property lawyers in Bulgaria will highly recommend you using our legal services to complete all this legal issues & steps.

The mentioned property legal proceedings are just for your information, if you are trying to sell a real estate property in Bulgaria  Every single case has got its legal specifics & questions. We strongly recommend you to use a property lawyer in Bulgaria for legal transactions, in order to save your time, money and worries. Call us now on + 359 2 858-10-25.

 

ТО BUY A PROPERTY IN BULGARIA 

Property lawyer

Property lawyer

Bulgaria is a member of the European Union since 2007. For аlmost 10 years the property market has changed in a very perspective and positive way. Bulgaria has got some advantages in the opportunity to serve foreign investors. Some of the advantages are as following:

  • Bulgaria has got the lowest taxes in Europe – 10% corporate tax and income tax.
  • Our country has got the cheapest labour.
  • The country has got a very fast rate of export increasing, despite the conditions of a global economic crisis in Russia and Turkey;
  • Bulgaria has got a fixed rate of the national currency.
  • The country has got a stable currency board.
  • There is an equality for every foreign investors to register a company in Bulgaria.
  • After joining in the EU, Bulgaria has got a modern legislation harmonized with the one of European Union.

We are property lawyers in Bulgaria acting like legal advisers of many individuals and legal entities. We would like to advise our clients and foreign investors as well.

Taxes

What about the taxes? The “tax estimation price” is for the purposes of real estate taxation. It usually is lower than the actual selling (purchase) price.

Most of the sellers of real estates in Bulgaria wish to sell their property on a “tax estimation price”. Everybody knows that the price is very low and the buyers has got no guarantee they will get the whole sum in the end, either. The difference is concerning the tax issue on the sale – because the sale price needs to be covered by the taxes, and the seller don’t want to pay those taxes. Sometimes sellers prefer to keep the real price, if the property is owned by several owners. Practically, the last ones are not aware of that kind of legal issues.

If you have any legal questions if you would like to buy a property in Bulgaria, or would like to know something else, do contact us. Our laywers will help you in the best way.

Mergers and Acquisitions Lawyers in Bulgaria

Bulgarian litigation lawyer

As a corporate and company lawyers (acquisitions lawyers) in Bulgaria, our work is connected with some company transformations. The process of mergers and acquisitions in Bulgaria is regulated by the Commerce Act. There are specific rules for public companies in Bulgaria specified in the Bulgarian Public Offerings Securities Act (POSA). Takeover bids for public companies are regulated under special conditions. As corporate and company lawyers in Bulgaria, we follow the legal procedure.

The main goal for company mergers and acquisitions is creating a consolidated company that benefits from the synergy of the merging companies.

Differences related to the type of company

The foreign Investors in Bulgaria need some legal advices from corporate and company lawyers when they plan, acquire or take over legal companies in Bulgaria. They must know that there are different rules applying to specific types of companies in Bulgaria. Some company mergers and acquisitions differ for joint-stock and limited liability companies. The main differences apply to the documents necessary to be prepared for merger or acquisition, and approval with registration required. Only joint-stock companies are eligible to elect to be public or non-public tradable companies. We offer you mergers and acquisitions lawyers. You will save money and precious time. Our experience lawyers make us proud and convinced that we are one of the best law firm in Bulgaria.

Necessary documents. Law Firm in Sofia, Plovdiv & Bansko

Mergers & Acquisitions lawyers in Bulgaria

The Commerce Act stipulates that certain types of documents are compulsory for mergers and acquisitions in Bulgaria. Mergers and demergers require a plan for transformation, agreements, management reports, audit reports and certificates of good standing.

To transfer shares from limited liability companies in Bulgaria, a share purchase agreement and new Articles of Association are required. Transfers of shares from a joint-stock company require fewer documents in general.

As corporate & company lawyers in Bulgaria, we inform our clients that mergers and acquisitions in our country require approximately 25 business days. This depends on the type of company and the approvals and regulations required. Bulgarian laws are investor-friendly and the provisions applicable to Bulgarian investors apply to foreign investors as well.

You need legal law advices, if you are involved as a party in mergers or acquisitions. Our legal team can provide you with all legal assistance necessary.  For more information, please contact us.