Trading companies in the Republic of Bulgaria are legally defined in the currently existing legislation in force. Bulgarian Commercial Law which is applicable in all cases defines it as a business relationship union of two or even more physical (natural) persons or legal entities who have duly set up and registered a company which carries out business and other commercial and trading activities with mainly common assets and also joint efforts. Exceptionally, a Bulgarian company could also be set up by only one natural person.
The typical characteristic feature of a LTD company, which sets it apart from other many different types of companies in Bulgaria is the shareholder’s personal limited liability – which means that they are fully responsible for any and all obligations of the so formed company which they own to the full extent of their own share capital contribution(s). In other words, the company is legally responsible for all its obligations which are outstanding with its property and its creditors cannot lay hands on the shareholders’ various personal belongings and assets. In fact, the main distinctive feature of any LLC is that it’s a capital company and according to the applicable current Bulgarian Company Laws its capital should be divided into many (unlimited) different shares.
In Bulgaria there are many types of companies that could be opened but the most popular of them is the limited liability type of commercial company – this is the so called LLC, LTD (abbreviation) or OOD (in Bulgarian language). This type of company is thought to be just in the middle between the individual commercial companies (collective or either limited) and the companies of big capital – the joint stock companies.
The company formation of exactly this type of commercial entity is often used as a way of limiting the corporate and personal liability of all different shareholders, rather than as an organizational form for the business accumulation of capital. The founders could possibly be Bulgarian or foreign natural or either legal persons. Individuals must be legally capable (i.e. are 18 years old and not placed under guardianship). When, as a founding company member of OOD (LTD) participates legal person, his rights of shareholder or respectively sole shareholder shall and can be exercised only by the person who is duly entitled to represent it, or explicitly authorized person.
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.