A joint stock company in Bulgaria may be founded by one or more local or foreign persons or legal entities.
Foreigners or foreign companies who register a JSC in Bulgaria are subjected to the same corporate terms as that of locally-owned companies.
Up to 100% of the registered capital of a Bulgarian company can be held by foreigners.
Corporate flat tax rate is 10 % on the net profit.
Tax on dividends and liquidation shares is 5%.
The JSC is liable for its obligations up to the amount of its assets. The shareholders are liable for the JSC’s obligations up to the amount of the contributions paid in or due against the subscribed shares.
Capital and shares
The minimum amount of the capital of a joint stock company in Bulgaria is BGN 50,000 (approximately EUR 25 000).
The minimum par value of a share is BGN 1 (one lev).
The JSC can be registered with just BGN 12 500 start capital (approximately EUR 6 250) and the rest to be paid up later. The recording of the JSC in the Commercial Register requires the part of the value of each share, but not less than 25 percent of the par value or of the issue price of each share, to be paid in. Against their subscribed shares, the shareholders make contributions, covering the portion of the value of the shares. The remaining portion shall be paid in not later than two years after the company is recorded.
The JSC may issue common registered materialized shares, preference materialized shares and dematerialised shares. The share entitles its holder to one vote in the Shareholders’ General Meeting, to a dividend and to a liquidation share, commensurate to the par value of the share. The preference shares may provide a guaranteed or additional dividend or share of the corporate property upon liquidation, as well as other rights provided for in the Articles of Association.
Joint stock company bodies
Joint stock company bodies are:
- the Shareholders’ General Meeting;
- the board of directors (one-tier system) or the supervisory board and the management board (two-tier system).
In a single-shareholder JSC, the sole owner of the capital decides on issues within the competence of the General Meeting.
A board member may be any natural person of full capacity to act (regardless of residence) or local/foreign legal entities.
The members of the first board of directors or of the first supervisory board, respectively, shall be elected for a term of office not exceeding 3 years.
Incorporation of JSC
The necessary documents for the incorporation of JSC with one-tier management system are:
- a standard form application for entry of circumstances concerning a JSC;
- an Articles of Association of the company dully signed by the shareholders or the sole owner of the capital;
- affidavits under Article 160, para. 2 of the Commercial Law by the founders of JSC;
- Minutes of a Constitutive Meeting of JSC;
- a list of the shareholders and the shares of the capital subscribed by them;
- affidavits under Article 234 of the Commercial Law by the members of the Board of directors;
- a Board of directors decision to assign an executive manager of the company;
- a Signature sample of the executive manager/s;
- a standard form affidavit by the executive manager that the circumstance to be registered with the Commercial Register are true and genuine;
- a Power of attorney issued to the lawyer that shall file the documents with the Commercial Register;
- a bank certificate evidencing the payment of the registered capital;
- a bank receipt evidencing the payment of the statutory fee for registration of the share transfer with the Commercial Register.
Regarding JSC with two-tier management system additional documents are needed.
In both cases, the Signature sample of the executive manager/s, as well as the affidavits under Article 234 of the Commercial Law, shall be notary certified.
A joint stock company registration with the Commercial Register took 2 working days.
Before starting its business activity the company shall fill an application to the National Revenue Agency in order to get the EU VAT number. The procedure to obtain an EU VAT number takes approximately 2 weeks.
As per the Bulgarian Measures against money laundering Act a contact person of a company shall be announced in the Commercial Register. It cannot be done at the same time with the company registration. The contact person is a natural person who is permanently resident within the territory of the Republic of Bulgaria.
Advantages of our incorporation services to set up a company in Bulgaria
If you want to set up a joint stock company in Bulgaria, our team will support and advise you at every stage of the registration process.
We also offer competitive prices for incorporating a JSC in Bulgaria with no hidden fees.
- a company name uniqueness verification;
- drawing up bilingual versions of all the incorporation documents;
- a registered address of the company and virtual office service;
- Notary Public procedure arrangements;
- a contact person under the Bulgarian Measures against money laundering;
- translation and legalization of all documents issued abroad and prepared to be used in Bulgaria, as well as a legalization of documents issued in Bulgaria, that will be used abroad;
- a full set of accounting services for your company in Bulgaria.
For more information or if you want to set up a Bulgarian company please do not hesitate to contact us by e-mail: firstname.lastname@example.org or call us on: +359 2 851 72 59.