Off-the-shelf companies are not popular in Bulgaria. This is due to the fact that additional accounting expenses are involved. Off-the-shelf companies are dormant companies with nominee directors/shareholders and a registered business address in Bulgaria. The additional expenses are for filing annual tax declarations and annual accounts in the Commercial Register. Having the baove in mind, foreigners and Bulgarians, prefer to register a brand new company, rather than buy off-shelf one. Moreover, registration of a new LLC in Bulgaria takes just about 2 days.
If you intent to buy a startup business, having its first months behind, then you can buy that enterprise in two ways:
- Buy the shares of the company via signed and notarized agreement or,
- Bye the whole enterprise i.e. everything except the company name. This also will be done through a written and notarized agreement.
Why should you bother ordering a due diligence report? Let’s say you want to buy a whole business (part of your M&A strategy to acquire a competitive company). You would not want to buy a business with debts, would you? The due diligence report is the legal service you need. It clears the “big picture” about what you are actually buying. The due diligence report, as you can see from it’s name, is a detailed report about the good standing of the company, in terms of company status, contractual relations, lawsuit status etc.
The lawyer will review the whole documentation, which includes all types of contracts, agreements, licenses, trade marks, claim papers etc. All current and pending legal relations between the business and its partners/creditors/debtors/state institutions.
The final result will be a professional legal evaluation of what exactly you want to buy. Does it have any defaults in terms of bad contracts, expired licenses, problems with state authorities etc. You will get a professional advice whether it is a good investment, what can benefit you and what can cause future trouble.
The legal due diligence report is usually structured on chapters. You will see the good legal standing of the company. All the contracts that have been signed will be sorted according to the legal area. They will be summarized if they are similar, evaluation of their stability will be made. Each legal due diligence report differs, according to the particular business, which is being researched. The size of the due diligence report may vary according to the size of the company.
Finally, you will receive independent legal advice on each part of the researched matter. Then you will be able to get the evaluation of the particular business you always wanted.
