Bulgaria - Register a Limited Liability Company
A limited liability company (LLC) is a company formed by two or more persons, who are responsible for the company's obligations with the value of their shares in the company. The capital of LLC consists of contributions of the members. A limited liability company is established on the basis of company contract which shall be concluded in writing. Name of the company must contain the words "Limited Liability Company" or the abbreviation "LLC" and should be a national exclusivity. The capital of a limited liability company cannot be less than two levs. It consists of the shares of the partners, which may not be less than 1 lev.
The founders-individuals must be fully able-bodied. Founders of LLC can be legal persons including companies.
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- The Commercial Register is kept by the Registry Agency (RA) under the Minister of Justice.
- Application for registration of LLC may be submitted in any of the territorial units of the Registry Agency, located at the premises of the district courts.
- According to Commercial Registry Act there is no requirement registration of LLC to be in the relevant territorial unit of the Registry Agency to the appropriate district court, where is the headquarter of the trader. Practically, this allows an application to register LLC with headquarters and office in Varna to be submitted at the territorial units of the Registry Agency to the District Court - Plovdiv or Sofia, etc.
- "Company", stating the name under which the company carries out commercial activities without indicating the legal form;
- "name in a foreign language", stating the manner in which the company (including the indication of the legal form) is written in Latin
- "Headquarters address” stating the country, city, zip code, area municipality, region, residential complex, street, building number, the number of entrance, number of floor and number of apartments or office which houses the management of the activities of the trader;
- "Activity", indicating the activity of a limited liability company;
- "Managers" in which the name and PIN / PNF of the manager / managers is stated
- “Way of representation ", noting the way of representation (" together "," alone "or" otherwise "in this case indicates how else is done);
- "Affiliates", stating the name and PIN/ PNF, company / name and UIC / code BULSTAD of the partners, and the size of their shareholding
- "Validity of Company", stating the date of expiry of the period for which the company is incorporated;
- "Size", indicating the amount of capital;
- "Paid-up capital", which indicates the amount of paid-up capital;
- "Non-cash contributions," stating the type and value of such contributions, if any
A list which displays the kind of information which is required to complete the procedure. e.g. 1. Date of Birth. 2. City or County of Birth.
- Entry of LLC is based on an application form.
- Entry of LLC is requested by the manager/s of the company and also by a lawyer with explicit, written authorization.
- The application for registration of LLC is done through a sample form and may be submitted on paper or in electronic form.
- Application shall be submitted in Bulgarian language. Documents may be submitted in any official language of the European Union, and shall be submitted together with a certified translation into Bulgarian.
- Applications for registration of LLC are examined by an official of registration to the Registry Agency in order of their receipt. The official of registration shall decide on the application no later than the completion of the first working day following its adoption.
- Refusal to register LLC can be appealed to the relevant district at the seat of the company within 7 days of its announcement.
You can file your application for registration of LLC in the Commercial Register online in the link below:
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- Application for registration of the circumstances regarding the limited liability company (A4)
- Memorandum of a limited liability company
- Declaration of LLC administrator according the Trade Act
- A specimen of the signature of the manager of a limited liability company
- Agreement for the establishment of a limited liability company
- Application for retention of company (D1)
- company contract
- document establishing the existence of a legal person - partner and certifying individuals who represent it by its national laws(only for legal person - a partner that is not incorporated under Bulgarian law or legal entity - a partner who is not entered in the Commercial Register);
- decision of the authority of a legal entity - a partner to participate in the limited liability company
- decision of the General Assembly or the sole shareholder, to appoint a manager or managers;
- corresponding license when carrying out certain activities and authorization is required of a public authority;
- document for deposited capital in the bank
- For the registration procedure of LLC must be paid a fee for entry in the commercial register at the rate of 160 Levs
- For application to maintain a firm is collected a fee of 50 lev
- Tariff on application for registration of the circumstances regarding the limited liability company electronically fee is 110 Levs
- Upon application to preserve the company electronically, the fee amounts to 35 levs
The expiration date of LLC must be indicated upon registration of the company by its founders.
Please attach documents which can be used by people who would like to follow this procedure.
Please attach sample completed documents which would help other people who would like to follow this procedure.
The official for registration shall decide on the application no later than the completion of the first working day following its submission.
The addresses and contact info of the Registry Agency can be found in the links below:
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Videos explaining the procedure or to fill the applications. Attach videos using the following tag <&video type="website">video ID|width|height<&/video&> from external websites. Please remove the "&" inside the tags during implementation. Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver, sevenload, viddler, vimeo, youku, youtube width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed. e.g In the following url "http://www.youtube.com/watch?v=Y0US7oR_t3M" Video ID is "Y0US7oR_t3M".
In order to open up an escrow funds account, you must first select the bank. Carry your contract not to waste time copying in the bank. The capital shall be paid by each member in a separate personal documents and company contract –it is better in advance to make a copy of the document with the amount specified in the company contract. Once you deposit the capital the bank gives you a copy of the slips and certificate or agreement to open an escrow account.
For partners in LLC the liability for debts of the company is limited to the amount of contributions made.
More information which might help people.