Foreign investors (natural or legal persons) may establish the same types of companies in Bulgaria as the locals. There is no legal restrictions for foreign investors from EU member states and non-EU countries. Any person may participate in more than one company.
The different companies in Bulgaria have their own characteristics and advantages. The most commonly used by the foreign investors are the limited liability company and the joint-stock company.
Here is a brief overview of all types of companies in Bulgaria:
A general partnership is a company formed by two or more persons for the purpose of conducting commercial transactions under a joint business name. The partners are jointly liable and unlimitedly.
The management of the partnership’s business can be assigned to one or multiple partners, or to a third party.
The consent of all partners need for:
- acquisition or disposition of property rights to real estate,
- appointment of a managing director, who is not a partner, or
- conclusion of a money loan contract, exceeding the amount set forth in the Memorandum of Association.
Each partner has one vote.
Any partner joining an existing general partnership is liable for any and all liabilities of the company.
A limited partnership is a company formed by two or more persons. One or more of the partners are jointly and unlimitedly liable for the company’s liabilities. The remaining partners are liable up to the amount of the agreed upon contribution.
The name of a limited partner shall not be included in the business name of the company. Otherwise, that partner is unlimitedly liable to the company’s creditors.
The general partners represent and manage the company. A limited partner has no right to manage the company. Also, he cannot block the decisions of the general partners.
LIMITED LIABILITY COMPANY (LLC, LTD.)
A limited liability company is the most popular form of doing business in Bulgaria. This type of company is suitable for small and medium-sized businesses. It is preferred because of the small amount of the registered capital and the partners’ limited liability.
The LLC may be formed by one or more persons. They are liable for the company’s liabilities with their contribution to the company’s capital.
“EOOD” is a Bulgarian abbreviation of a limited liability company with a sole owner of the capital.
“OOD” is a Bulgarian abbreviation of a limited liability company with 2 or more partners.
The minimum registered capital of a limited liability company is BGN 2 (EUR 1).
The capital consists of the shares of the partners. No share may be smaller than BGN 1.
The company bodies are:
- the sole owner of the capital or the General Meeting;
- the managing director (managing directors).
As well, it is not necessary the managing director to be a partner.
The General Meeting consists of the partners. Each partner has a number of votes in the General Meeting commensurate to their share in the capital.
The managing director represents the LLC. When the company has multiple managing directors, they may act jointly or independently. The empowerment of the director can be withdrawn at any time.
The sole owner of the capital manages and represents the company, either personally or through a managing director. The sole owner decides on the issues within the powers of the General Meeting.
JOINT-STOCK COMPANY (JSC)
A joint-stock company is a company the capital stock of which is divided into shares. The JSK is liable to its creditors up to the extent of its property.
The founders are one or more natural or juridical persons.
The minimum amount of the capital is BGN 50,000 (EUR 25,000).
The minimum value of one share is BGN 1.
The recording of JSC in the Commercial Register requires the shareholders to pay not less than 25 percent of the registered capital.
The company can issue several types of shares:
- common registered materialized shares
- preference materialized shares
- dematerialised shares
Joint-stock company bodies are:
- the sole owner of the capital or 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.
The General Meeting comprises of the voting shareholders.
The members of the board of directors, of the supervisory and of the management board can be elected for a term not exceeding 5 years. Board members may be re-elected without restriction.
The board of directors or the management board may empower one or several of its members to represent the company.
The members of the management board are between 3 and 9 people.
The members of the supervisory board are between 3 and 7 persons.
The board of directors consists of not fewer than 3 and not more than 9 persons.
PARTNERSHIP LIMITED BY SHARES
A partnership limited by shares may be incorporated by the general partners.
The limited partners get shares against their contributions. The minimum number of limited partners is 3 persons.
Only limited partners have voting power in the General Meeting. The general partners, even when they hold shares, attend only in an advisory capacity.
The board of directors consists of the general partners.
A holding company can be a joint-stock company, a partnership limited by shares or a limited liability company.
At least 25 percent of the capital of a holding company must be invested directly in subsidiary companies.
The consortium is a contractual combination of merchants to conduct specific business.
The rules applicable to the company, in the form of which the consortium has been organised, are applied accordingly to the consortium.
A BRANCH OR REPRESENTATIVE OFFICE OF FOREIGN COMPANY
Any foreign company, registered with a right to engage in commercial activity in accordance with its national law, can register a branch in Bulgaria.
The representative office cannot engage in any commercial or trade activities. It is suitable for marketing and research purposes prior to set up a company in Bulgaria.
For more information about the types of companies in Bulgaria 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.