Bulgarian law provides for the establishment of entities with foreign participation or for the acquisition of shares in existing local entities. Such companies must take the form of entities under the Bulgarian Commercial Act. There is no limitation on the share participation of foreign legal entities and individuals.
Under the Bulgarian Commercial Act, the following entities can be set up and have foreign investor participation:
• Unlimited partnerships
• Limited partnerships
• Limited liability companies (solely-owned limited liability companies)
• Joint-stock companies (solely-owned joint-stock companies)
• Limited partnerships with shares
• Sole traders
Foreign legal entities or unincorporated entities may register branches in the Republic of
Bulgaria, if they have received permission to conduct business activities under the terms and conditions of the laws of their home country. Branches are entered in the Commercial Register at the Registry Agency.
Though part of a foreign company, branches are considered independent and therefore must keep separate accounting books and prepare balance sheets. However, registered capital is not required for the establishment of a branch.
Foreign legal entities and individuals who have received permission to conduct business activities under the terms and conditions of the laws of their home country are allowed to establish representative offices in the Republic of Bulgaria. They are not treated as separate legal entities and are not entitled to conduct business activities as defined in Bulgarian law.
Representative offices are registered at the Bulgarian Chamber of Commerce and Industry and may engage in marketing, informational and promotional activities.
This form of enterprise is convenient for small and medium-sized business activities because of the advantages it offers over the other types of business associations:
- The minimum capital required is relatively low – BGN 2;
- Shareholders’ personal assets are protected from business debt because their liability is limited to the amount of their contribution into the capital. By contrast, unlimited partnership partners are liable to creditors with their entire property;
- The OOD avoids the higher publicity requirements and the complex incorporation procedures applicable to an AD company.
Because of these advantages, the vast majority of foreign-owned companies operate in this legal form.
- Its capital is fully subscribed;
- A portion of the value of each share stipulated by the Articles of Association, but not less than 25% of the nominal or issuing value, has been paid;
- The Board of Directors or, respectively, the Managing Board and Supervisory Board have been appointed;
- The remaining requirements of the law have been fulfilled (e.g. banks, insurance and investment companies have to obtain the necessary licenses granted by the Bulgarian authorities).