• Private
Liability Company ‘Druzhestvo s ogranichena otgovornost’ (OOD)
One or more natural legal bodies is/are
authorised to establish a private liability company, in which they are liable for
the amount of their capital deposit. The founders are collectively liable for
any damage caused during the company’s establishment, if they have not taken
due precautions. Foreign (legal) bodies too can establish an OOD. For a private
company, the minimum sum has been determined at 5,000 leva (a little over 2,500
euro). It will comprise shares of the company’s partners and no share may be
smaller than 10 leva (about 5 euro). A minimum of 70 percent of the capital
must be deposited at the time of the establishment of the company. New partners
will be proposed in the general meeting in a written request. The decision to
accept any partners should be registered in the Commercial Register.
• Public
Limited Company ‘Aktsionero druzhestvo’ (AD)
A public limited company (plc) is a company
the capital of which is divided into shares. The company is liable for its
creditors and its possessions. Here the
shareholders are only liable for the deposited amount. Foreign (legal) bodies
too can establish a plc. The minimum amount for the establishment of a plc
listed on the stock exchange is 100,000 leva (about 51,000 euro) and for a
private plc 50,000 leva (a little over 25,000 euro). A minimum of 25 percent of
the capital must be deposited at the time of the establishment of the company
and there must be a minimum of two shareholders. This legal form requires a
yearly balance sheet and annual accounts to be drawn up.
• General
Partnership
Comparable to the Dutch VOF (general
partnership). A General Partnership is a company established by two or more
people with the aim to conduct commercial transactions under a joint name.
Foreigners may only take part in a general partnership if they are residents in
Bulgaria
• Limited
Partnership
A limited
partnership is a particular kind of general partnership. In this partnership
form there are one or more managing partners and one or more silent partners.
The latter only contribute capital and are also called limited partners. The
managing partner then is the limited partner, who is authorised to act for the
partnership. Like the shareholders of a plc, limited partners are only liable
for the capital they invest. They are not authorised to act for the company. If
they do anyway, they will be liable for all debts, just like the managing
partners.
• Sole
Proprietorship (ED)
Any Bulgarian resident is allowed to
register as sole proprietor. The sole proprietor, however, is not a legal body
and the owner personally has the full liability. Foreign investors may
establish a sole proprietorship if they have permanent residency. They are not
required to establish a company. In order to be able to acquire real estate and
licences, permanent residency is required. Also for the award of contract for
Bulgarian government institutions, permanent residency is recommended.
• Branch
or representation
This company form can be established by
foreign natural- or legal persons and it represents the mother company in the
Bulgarian market. Any such subsidiaries may not themselves be active in
production or trade. They need to be registered with the Chamber of Commerce,
but they are not formal legal bodies.
