You want to have your own business and company in Bulgaria but you do not know how? Here you will find the first steps you need to take in order to set up your own company.
Who can set up a company in Bulgaria?
If you have a refugee or humanitarian status or have temporary protection you can set up your own company.
There are different types of companies out of which you can choose but the most common ones for a small or medium are called Limited liability company (LLC) and Sole limited liability company (SLLC). The difference between these two is very small:
- A Limited liability company can be established by two or more people.
- A Sole limited liability company is established by one person who is also the only owner of the company.
What is required of you?
Keep in mind that there are two main stages in the process of setting up your own company:
- Stage 1 - Things you need to do before you register your company
- Stage 2 - Registration of your company
It is recommended that during the entire process you seek the help of a professional lawyer who has experience in commercial law, to make sure that the process will go smoothly.
FINDING A GOOD LAWYER IN BULGARIA
STAGE 1: Things you need to do before you register your company
Firstly, you need to make some important decisions about:
- The name for your company
This name should be unique. You can check the uniqueness of your company name at the webpage of the Commercial registry.
- How much the capital of the company will be
The capital is the initial amount of money you need to invest in order to set up a company. The minimum amount of the capital for limited liability companies and sole limited liability companies is 2 leva (approx. 1 euro).
- How will you divide the company shares among your partners (if you are two or more)
- What will be the main activities of your company
- Who will be the manager
Your company may have more than one managers. You can be the manager too.
After you make these decisions, you need to:
- Conduct a Constituent Assembly. This is the meeting in which you and your partners (if you have any) gather to make the important decision to set up your company and decide how it will function and how it will be managed.
- Prepare and sign a Memorandum of Association. This is a document with which you set up your company and it must contain following information:
- the name, the registered office and the address of the company;
- names and personal identification numbers (known as LNCH or EGN) of the partners;
- the main activities of your business;
- the duration of the Memorandum of Association;
- the amount of the capital, and how much each partner will contribute;
- how your company will be managed;
- Other rights and obligations of the partners.
You may seek the help of a lawyer to prepare it.
- Hire the Manager
- Visit a bank
You need to deposit your capital in a special bank account called “accumulation account” that you need to open in a Bulgarian bank under the name of your company, before the registration of your company. In the bank, you need to present the Memorandum of Association.
- Prepare the following documents in Bulgarian language:
- Application form A4 - the most important document!
You can find it at the Commercial registry website. It is filled in by the manager or with the help of a lawyer. All other documents are attached to it.
- A document from the bank, proving you paid the capital.
- Written consent of the manager, that he/she agrees to do the management as well as a specimen of his/her signature.
This document must be notarized by a notary and signed by the manager. Depending on where you live, you can find the notary who is the closest to you in this list.
- Memorandum of Association.
- Protocol from the constituent assembly.
This is a document, which contains the issues that you discussed and all the decisions that you made at the above-mentioned Constituent Assembly and the agenda of this meeting.
- A decision with which the manager of the company is appointed.
- A signed declaration in which the manager declares that everything that he/she stated in the documents, provided for the registration of the company is true.
- In case you are not submitting the documents for the registration of your company yourself and you authorized someone else to do it (e.g., a lawyer), this person must present also a signed declaration stating that all the documents have been provided to him/her by you.
- A declaration that your company will not conduct competitive activity. To be signed by the manager.
- A signed declaration in which the manager declares that he/she meets the requirements of the law to be a manager of a company.
- A license or a permit when the specific activities of your company requires one.
In addition to the above documents, you will also need a document proving that you paid the state fee. (For fees see below)
STAGE 2: Registration of your company at the Commercial registry
You have to submit the required documents for company registration to the Commercial Register. You can do this:
- In person by going to the Commercial registry office yourself. You can find the address of the registration offices in the country on this link.
- Online if you have an electronic signature and you have an online account at the Commercial registry website. Your manager can give a power-of-attorney to a lawyer, who can also file the documents online.
How long will it take?
If everything is in order with your documents, the registration at the Commercial register takes less or more around 5 working days.
How much will it cost?
The state fee to register a Limited liability company or a Sole limited liability company is 110 leva (approx. 56 euros). However, if you submit your application online with an electronic signature the fee is 55 leva (approx. 28 euros).
The fee can be paid:
- At the respective registration office with a bank debit card.
- By bank transfer. You can find the up-to-date bank account here.
- Online
After you pay you need to receive a receipt or a bank statement, depending on how you are paying.
For notarization of the specimen of the Manager's signature, the fee is 7 leva (approx. 4 euros).
The bank fee to open an accumulation account of the company is from 10 to 50 leva (approx. 2 to 25 euros), depending on the terms of the bank you have chosen.
If you are a new customer. you might also be asked to pay a bank fee, so that the bank can check whether you are involved in illegal activities such as money laundering. The banks are obliged to do this check by law. The fee may vary and may reach up to 200 leva (approx. 110 euros), depending on your bank's terms and conditions.
In most cases the preparation of all required documents and the registration at the Commercial register is done by a lawyer. By law the minimum lawyer’s fee for this service is 300 leva (approx. 150 euros). Keep in mind that this is a minimum fee and lawyers may charge you more.
Expenses after the registration of your company
You need to hire an accountant. They would explain to you what needs to be done after you register your company in order to keep your finances in order.
You might also need to:
- Rent an office
- Hire workers and pay wages
All of these expenses vary, depending on what you have agreed to pay.