Any foreign investor who is interested in Bulgarian company formation is allowed and may file a bunch of documents officially called business application for the purposes of company registration in Bulgaria. There are certain strict and not so very strict rules and legal requirements related to this commercial procedure.
The first one of them is basically related to the location (exact place on the territory of the country) where this process should happen. The company setup application forms (the above mentioned documents) shall be in all cases filed with any of the territorial departments of the only competent to make such sort of subscriptions Registry Agency. This has absolutely nothing to do with the officially chosen and duly submitted registered address and headquarters of the incorporating trading company. Which means that this virtually enables any person to set up a limited or any other type of company with its place for doing business (officially called seat and respective address of management) in any given possible physical location around the whole of the country.
The second most important question is related to the competent state authority which, without any doubt, has the power to put any newly started company in its written register. In the present case this function in delegated to the Commercial Register – which is looked after by the competent in the present case Registry Agency, which, according to Bulgarian laws, is a subsidiary of the Ministry of Justice. The electronic database of this authority contains all required and relevant public circumstances under the applicable CRA, the announced acts found on an electronic database containing the aforesaid circumstances listed under the aforementioned Act, and the acts promulgated pursuant to law.
After enrollment of Bulgarian OOD (LLC) in the Commercial Register, impose enlistment takes after. The able regional Directorate of the National Revenue Agency formally enters the vital information for the organization in the particular enroll on the groundwork of the information from the Commercial Register. The enlistment of OOD (Ltd.) by the National Social Security Institute is performed again immediately on the support of the information in the register and information groundwork of the National Revenue Agency.
Passage in the Commercial Register ought be regarded to be a situation of alternate gatherings in accordance with some basic honesty upon the arrival of the section (purported alarming activity of the entrance). On the expiry of 15 days from the recording it can’t be depended on as against alternate parties who demonstrate that it was difficult to know. It is recognized to be an existing, regardless of the fact that as a general rule the passage does not exist. What’s more the other way around unlisted circumstances should be esteemed to be non-existent in connection to unbiased gatherings in accordance with some basic honesty. From the day of passage because of the general population nature of the Commercial Register, they have the chance to know and in this manner can no more extended depend on its lack of awareness. Until demonstrated generally, the section is acknowledged an existing condition. Any great confidence individual can conjure the section in its association with the organization, regardless of the possibility that it would seem the entrance does not exist. Alternate gatherings might depend on any circumstances subject to entrance, in spite of the fact that the section has not been made yet, unless the law explicitly gives that they be movement after entrance. Choices concerning the change of the articles of Association and disintegration of the organization ought enter into power upon their enrollment in the Commercial Register, and the choices concerning the expansion and decline of capital, acknowledgement and prohibition of an accomplice, conversion, choice and rejection of the Manager, and in addition the errand of a vendor should have impact after the section in the Commercial Register.
With the entrance of Bulgarian OOD in the Commercial Register another legitimate element is conceived. From this minute on, the organization might claim holdings and to be bearer of rights and commitments.
The Manager of any Bulgarian constrained risk organization is obliged inside 7 days from the event of progressions in the circumstances to request passage in the Commercial Register. The accompanying circumstances are liable to entrance:
• extent of action
• home office
• address of administration
• administration and representation
• increment or decrease of capital
• new shareholders
• end of enrollment
• prohibition of an accomplice
• the exchange of organization imparts of a shareholder or an alternate party
• the transformation of the organization as an aftereffect of a merger, procurement, and so on.
The entrance is made on the foundation of a specimen requisition for the change, subject to enlistment, together with the connected records for every specific case. The requisition might be submitted by the Manager or Managers of the organization or by other persons as provided in law cases.
Entrance in Bulgarian business enroll of a recently shaped Ood (Ltd.) can just be solicited by the Manager, delegated by the general gathering of all shareholders upon the particular finish of the articles of Association (or separately the sole manager of the capital). The organization can’t be entered provided that it is not allocated a Manager. Upon the framing of Ltd enlistment might ask for and the sole holder of capital. The unique accomplices in the Llc may not need the enrollment of the business organization, unless they are delegated for Managers. The point when numerous chiefs have been delegated – they all are enabled to request enlistment in consistence with the articles of Association as they are engaged to speak to the organization. Assuming that the agreement accommodated a joint representation and administration of two or more chiefs, the requisition ought be submitted and marked by all supervisors. In case the organization directors speak to and administer the organization independently, the provision may be submitted by each of the Managers.
The recently designated Manager is obliged to solicit the passage inside 7 days from the finish of the organization’s articles of Association. There is no hindrance for business copartners to start business exercises soon after the passage of the organization in the exchange register. However the rights and commitments are to be bourne by the accomplices. Provided that something happens the organizers ought be together and severally mindful to unbiased gatherings and the organization for the mischief they perpetrated upon its creation.