Corporate Law at Bulgaria
Here’s an overview of Corporate Law in Bulgaria:
Corporate Law in Bulgaria: Overview
Bulgaria’s corporate law framework is designed to regulate the formation, management, and dissolution of companies, aligning with European Union directives as an EU member state.
Key Features of Corporate Law in Bulgaria
Legal Framework:
The primary legislation is the Commercial Act (Търговски закон), which governs companies and commercial partnerships.
Additional rules are found in the Law on Public Offering of Securities and the Accountancy Act.
Types of Companies:
Limited Liability Company (OOD / EOOD):
OOD (Общество с ограничена отговорност) — Limited liability company with at least two shareholders.
EOOD (Еднолично дружество с ограничена отговорност) — Single-member limited liability company.
Joint Stock Company (AD) (Акционерно дружество) — Suitable for larger businesses and those planning to list shares publicly.
Partnerships and sole proprietorships also exist but are less common for larger ventures.
Incorporation Requirements:
Companies must register with the Bulgarian Commercial Register maintained by the Registry Agency.
Requires notarized incorporation documents, a registered office in Bulgaria, and at least one director.
Minimum share capital:
OOD: BGN 2 (approx. €1)
AD: BGN 50,000 (approx. €25,000)
Corporate Governance:
Governance depends on company type:
OOD/EOOD typically managed by one or more managers.
ADs have a two-tier system: Management Board and Supervisory Board (optional for non-public companies).
Shareholders exercise control through general meetings.
Directors and managers owe fiduciary duties.
Reporting and Compliance:
Annual financial statements must be filed with the Registry Agency and the National Revenue Agency.
Larger companies and ADs must appoint auditors.
Companies must maintain proper accounting and corporate records.
Foreign Investment:
No restrictions on foreign ownership.
Foreigners can own 100% of a Bulgarian company.
Summary Table
| Aspect | Details |
|---|---|
| Governing Law | Commercial Act, Law on Public Offering of Securities |
| Company Types | OOD, EOOD, AD, partnerships |
| Registration Body | Bulgarian Commercial Register (Registry Agency) |
| Minimum Capital | OOD: BGN 2; AD: BGN 50,000 |
| Governance | Managers (OOD); Management/Supervisory Boards (AD) |
| Reporting | Annual financials, audit for larger companies |
Additional Notes
Bulgaria’s corporate law is closely harmonized with EU standards.
The registration process is largely electronic, enabling efficient company setup.
Bulgarian companies enjoy full rights to conduct business in the EU single market.
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