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.
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.
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.
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.
The General Meeting of shareholders is a supreme management body of OOD. Each shareholder has voting rights equal to their share stake.
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