If you are an investor and you are wondering what steps to undertake in order to establish new business in Bulgaria, this is the right place to start from.

Firstly, be aware of the possibilities offered by the Bulgarian legislation. If you already have a company in your home country, you would probably like to establish:

  • separate subsidiary company in Bulgaria (LLC, JSC etc.)
  • a branch
  • or Trade Representative Office

The first option is the most preferable by foreign investors in Bulgaria. There are certain differences either in tax aspects or legal aspects in the above mentioned three legal entity forms .

Please find below some details about the most commonly used entity form in Bulgaria: the Limited Liability Company (“LLC”).

Legal status of LLC

It is a separate legal entity. You can either divide the capital of the LLC to shares owned by separate persons/entities, or become a sole owner of it. Depending on the option you choose, you will face differences in governing the company. The shareholders’ liability is limited to the asset of the capital of the LLC. The minimum registered capital of the LLC shall be 2 levs (approx. one euro)

Bodies of LLC

Manager(s):

LLC’s activities are governed by the Bulgarian law as the company is established under its regulations. The LLC has the most basic management structure among all other legal entity forms available in Bulgaria: it can be managed by one or more managers. They can represent and/or bind the LLC jointly or separately. Their main obligations are to manage the day-to-day activities of the company, represent it before state administration, persons and entities etc.

General meeting of shareholders:

The main body of the LLC is the General Meeting of the Shareholders (“GMS”). Its obligations are to adopt/amend the Articles of association, to appoint/discharge managers, increase/decrease the capital of the LLC etc. It is required by the Commercial Act, that at least once per year, а GMS has to be convened. Additional extraordinary GMSs can be convened, depending on whether certain actions need to be taken.

Sole owner of the capital:

If the capital of the LLC is solely owned by one person/entity, there shall be no GMS, and the sole owner shall adopt resolutions about major company issues: increasing and decreasing of the capital, appointing manager(s) etc.

Registration procedure of LLC (updated)

As from 01 January 2008 the new Commercial Register Act entered into force in Bulgaria. The companies are now being registered in the Registry Agency and no additional registration is needed.

If you plan starting business in Bulgaria, see what MHlegal law office can assist you on.