LEGAL FORM
Bulgaria has a strategic location, allowing investors to access the entire EU and the markets of central and Eastern Europe. Bulgaria has a predictable and stable economy and government, and boasts the lowest corporation tax in the EU at only 10%. The Bulgarian OOD is the most international well known and therefore used company type in Bulgaria. This company type can be the best compared to the English private limited company or ltd. As of 1 January 2008, in order to obtain the status of a legal entity a company must be registered with the Commercial Register.
COMPANY NAME
The trade name of a company shall contain the extension “Druzhestvo s Ogranichena Otgovornost” [Limited Liability Company] or the abbreviation “OOD”. Should all the capital be owned by one person, the trade name shall contain the extension “Ednolichno OOD” [Single Person Limited Liability Company].
MEMORANDUM AND ARTICLES OF ASSOCIATION
The Memorandum of Association shall be executed in writing. If the Limited Liability Company is formed by one person, a Constitutive Deed shall be drawn up instead of Memorandum of Association. For a Limited Liability Company a Memorandum of Association must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies. The Memorandum specifies the activities in which the company may engage and the rules governing the internal management of the company.
SHAREHOLDER
The limited liability company is founded or owned by one or more persons. A shareholder can be a physical or legal person of any nationality. Regarding the provision of nominee shareholder, when same would be a legal entity, it is required to provide for the nominee corporate shareholder, current incumbency and good standing, plus that these documents should be translated in Bulgarian language. Thus this will be an additional cost for us (incumbency and good standing) plus the translation which will be done by the service provider in Bulgaria at the cost of EUR150.
SHARE CAPITAL
The share capital should be placed in a special capital-raising bank account opened for this purpose. The minimum authorized capital is BGN 2 (EUR 1).
DIRECTORS OF THE COMPANY
A Company shall be represented by the manager. Where several managers have been appointed each one of them may act independently, unless the articles provide otherwise. The minimum number of directors is one. There is no requirement to have director-resident of Bulgaria. The director of an LLC in Bulgaria must be individual, no legal entities permitted. As such we should exclude from the optional services the provision of nominee director & GPOA USD650 as this fee will be higher.
REGISTERED OFFICE AND LOCAL AGENT/SECRETARY
Every company is required to have a registered office and address in Bulgaria which should be notified at the Commercial Register.
MEETINGS
The General Meeting of shareholders is a supreme management body of OOD. Each shareholder has voting rights equal to their share stake.
INCORPORATION TIME
It normally takes 7 business days to have a company incorporated, but we need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office and registered address
- Submission of Annual Return
TAXATION
A companies registered in Bulgaria can have advantage of the favorable tax system. The country boasts one of the lowest corporate tax rates in EU – 10% flat rate. The simplicity of the tax system makes calculations very easy further decreasing your administrative costs. All that combined with lower labor costs mounts up to significant cost savings. Statistics show that our clients decrease their administrative and tax expenses with more than 20% on annual basis.
- Corporate tax – 10 % of the net profit per year;
- Dividend tax – 5%;
- VAT – 20%. The EU internal deliveries and the export are free of VAT;
- Personal income tax – 10%.
AUDIT AND FINANCIAL STATEMENTS
All companies in Bulgaria are required to keep accounts of their business transactions. An audit is only required if the company exceeds certain limits for turnover, assets or employees. Monthly VAT returns should be filed if the turnover exceeds €25,000. Every year the annual return as well as accounts should be submitted to Companies Registrar.
OUR SERVICES FOR THE COMPANY FORMATION IN BULGARIA:
- Name check and approval
- Filling incorporation documents with the Trade Register
- A standard set of original corporate documents
- Payment of the Government fee
- Provision of registered address for one year
- Opening of a start-up capital bank account with required minimal capital of BGN2 (EUR 1)
- Rubber stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
SHIPPING COST
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.
