Registration of JSC according to the Bulgarian legislation

I. Basic legal sources
Commercial Act (CA)
Law on Commercial Registry (ZTR)
Ordinance № 1 on February 14, 2007 for the keeping, storage and access to the commercial register.
Fare state taxes collected by the Registry Agency (tariff)

II. General
Legal definition of a joint stock company (JSC) is contained in Art. 158, para. 1 CA - stock is a company whose capital is divided into shares. The company is responsible to its creditors with its property. Shareholders are responsible for the obligations assumed by the JSC to the amount of contributions made without meeting with his personal property. The sum of the shares in its capital form AD. In the company of a joint stock company shall include the words "limited company" or the abbreviation "AD". JSC may be formed by one or more natural or legal persons. The minimum capital value of AD is BGN 50 000. The minimum amount of capital required for banking or insurance activities or voluntary health insurance or other special activity is determined by a separate law. Statute of AD must include details in accordance with Art. 165 CA.

III. Competent authority for registration of AD in the commercial register
Commercial Register kept by the Registry Agency under the Minister of Justice. Application for registration of AD may be filed in each of the territorial units of the Registry Agency (Agency), located on the premises of district courts. ZTR no requirement under the registration of AD is in the relevant territorial unit of the agency within the county court where the seat and the dealer.

IV. Proceedings recording of AD in the commercial register
1. Applicant
Entry of JSC is said by members of the Board of Directors (in one-tier management system JSC) or board (in two-tier management system JSC) or authorized by statute or appointed member of the management of AD and the lawyer with explicit written authorization.
2. Application. Form of application
Application for registration of AD is a model that can be submitted both on paper and in electronic form, subject to the terms and conditions under the Law on Electronic Document and Electronic Signature. The application and attachments must be submitted in Bulgarian. Documents may be submitted in any official language of the European Union, presented together with a certified translation in Bulgarian.
3. Order and time limit for ruling on the application. Appeals
Applications for registration of the circumstances in the commercial register (including registration of AD) are considered by official registration to the Agency in accordance with their submission. Registration Officer shall rule on the application for registration of AD at the latest by the end of the first working day following its adoption (in 3-year period of pre-registration deadline for delivery is 14 days). The refusal to register AD to appeal to the appropriate district court by domicile of the seller within 7 days of its notification.
4. Circumstances subject to registration
Circumstances subject to entry on AD is stated in the application form in the fields together in groups as follows:
A. Group Key circumstances "with the following fields:
- № 2 field "Company", stating the name under which the company performs trading activities;
- Field № 4 "Romanization," indicating the manner in which the company (including legal form of the name) is written in a Latin transliteration;
- Field № 5 "Seat and registered office, stating the country / city, postal code districts, municipalities, the region, residential complexes, street, building number, the number of inputs, number of storeys and number of apartments or office, which houses the management of the activities of limited company, if so desired may be given telephone, fax, email and website;
- Field № 6 "main activity", stating the objects of the joint stock company;
- № 6 a box 'Main activity, which sets out the main business of the dealer, classified in the National Classification of economic activities, determined in accordance with § 1, item 3 of the register BULSTAT; filling of this field is not necessarily ;
- Field № 10 "representative", stating the name or the name and PIN / PNF / UIC / code VAT number of the persons representing the company and where it is represented by a legal person - name and PIN / PNF persons representing the legal person - a representative;
- Field № 11 "Method of representation, noting the manner of representation (" Together "," separate "or" otherwise ", in this case indicates in what otherwise is implemented);
- Field № 12 "Board of Directors, which sets out its mandate, and the name and PIN / PNF, respectively, the company / name and identification number / code BULSTAT, members of the Board of Directors;
- Field № 13 "Board, which sets out its mandate, and the name and PIN / PNF, respectively, the company / name and identification number / code BULSTAT, members of the Governing Board;
- Field № 14 "The Supervisory Board, which sets out its mandate, and the name and PIN / PNF, respectively, the company / name and identification number / code BULSTAT, members of the supervisory board;
- Field № 16 Duration of the company, stating the date of expiry, which is incorporated company;
- Field № 17 "Special Conditions" stating the conditions on the formation, existence and termination of the company (eg a holding company, publicly traded company, purpose);
- Field № 23 "The sole owner of capital, which in single-stock company with the name and PIN / PNF, respectively, the company / name and identification number / code BULSTAT the sole owner of capital (in establishment of single-stock company);
- № 24 a box "Hidden contribution in kind, noting the fact that a decision of the general meeting of shareholders of art. 73b of the Commercial Law;
Group B. "Capital" with the following fields:
- Field № 31 "Size", stating the amount of capital;
- № Field 31a "Shares", stating the type, number and nominal amount of shares, the rights of the individual classes of shares and special conditions for their transfer;
- Field № 32 "Paid in capital, stating the amount of paid-up capital;
- № 33 field "contribution in kind, stating the nature and value of such contributions, if any.
5. Necessary application documents for registration of AD
The application shall be:
A. In Group Key circumstances:
- Statute, the instrument of incorporation, respectively (in the formation of a single AD);
- Minutes of the Constituent Assembly pursuant to Art. 163, para. 4 of the Commercial Law;
- A document setting out the establishment of a legal entity - a shareholder, and the competence of the authority of that person to decide to participate in the formation of a joint stock company (for legal entity - founder, which is not constituted under Bulgarian law, or legal entity - founder which is not entered in the commercial register);
- The decision by the authority of the entity - a shareholder to participate in joint-stock company;
- Minutes of meeting of the supervisory board for the selection of members of the board (in two-tier system of governance);
- If the statutes allow a member of the board may be a legal person - the decision of the competent authority of the entity to determine the representative member for the performance of his duties in the council and the documents establishing the formation of the entity and the jurisdiction of the Authority that person to take the decision if the person is not constituted under Bulgarian law, or is not entered in the commercial register;
- Minutes of the Board of Directors, ACCORDINGLY Governing Council for the selection of persons to represent the company;
- The founders - legal entities - the decision of a competent authority to be involved in the formation of a joint stock company;
- The list of persons enrolled shares upon incorporation, certified by the Board or the Board of Directors;
- Declaration of art. 160, para. 2 of the Commercial Law of the founders;
- Notarized consent and declaration under Art. 234, para. 3 of the Commercial Code of the members of the management of the company;
- Notarized consent and a specimen of signature of the person authorized to represent the company and declarations of compliance with the requirements of Art. 22 of the procedures for exercising the rights of the state in companies with state capital participation of individuals in cases of single-stock company with state participation in capital;
- The license or permit for banking, insurance, activities of a regulated market in financial instruments, investment firm, investment company, management company and other activities for which a separate law provides;
- Document (diploma, certificate of Bank etc..) Qualifications or qualifications for a member of the governing body as required by law;
- Other documents required by law;
B. Group Capital:
- In cash - a document submitted to the bank capital;
- In non-cash contribution - the conclusion of experts in art. 72, para. 2 Commerce Act unless otherwise provided by law; declaration under Art. 264 of the Tax Procedure Code (in contribution of the real right over immovable property or motor vehicle); evidence that he has notified the debtor of the assignment, except when the claim is against the company itself (with contribution of the mode) evidence that the importer is the holder of rights - the subject of supply, and written consent of the importer with the description of the contribution and notarization of signature.

V. Fees
In connection with the registration procedure of SA is a charge for entry into the commercial register of joint stock company. For registration of a single company a fee of 460 leva for registration of joint stock company for banking and insurance - 1700 levs, and at the request of the company to keep collecting fee of 50 leva

VI. Samples
Application for registration of joint stock company on the circumstances (A5)
Statutes of limited liability company
Minutes of the constituent meeting of a joint stock company
Minutes of the meeting of the Board of Directors / Supervisory Board of the joint stock company
Statement under Art. 160, para. 2 Commerce Act
Statement under Art. 234, para. 3 of the Commercial Law
Specimen signature of a member of the Board of Directors / Board of joint stock company.

* Have in mind that the documents preparation and the procedure should be performed by a lawyer.

Registration of a Limited liability company acording to the Bulgarian legislation

I. Legal sources
Commercial Act (CA)
Law on Commercial Registry (ZTR)
Ordinance № 1 on February 14, 2007 for the keeping, storage and access to the commercial register.
Fare state taxes collected by the Registry Agency (tariff)

II. General
Limited liability company (Ltd.) is a company formed by two or more persons responsible for the debts of the company shares with its contribution to the capital. The capital of the Ltd. shall consist of contributions of members. Limited liability company is established on the basis of the association, which is concluded in writing. Name of the company must contain the words "Limited Liability Company" or abbreviated as "Ltd." and should be a national exclusivity. The capital of a limited liability company may not be less than BGN 2.

III. Competent authority for entering into the commercial register Ltd.
Commercial Register kept by the Registry Agency under the Minister of Justice. Application for registration of LTD may be filed in each of the territorial units of the Registry Agency (Agency), located on the premises of district courts. According to the Law on the Commercial Register (ZTR) no requirement of registration Ltd. is in the relevant territorial unit of the Agency to the relevant district court, where the seat and the dealer. Practical application that allows for recording Ltd. with its registered head office in Varna will be made in a territorial unit of the Agency to the District Court - Plovdiv or Sofia, etc.

IV. Listing the company in front of the commercial register
1. Applicant
Ltd. of entry based on the claim form. Ltd. entry of states by the Governor / managers of the company and a lawyer with the express written authorization.
2. Application. Form of application
The application for registration Ltd. is a model and can be lodged either on paper or in electronic form, subject to the terms and conditions under the Law on Electronic Document and Electronic Signature. The application and attachments must be submitted in Bulgarian. Documents may be submitted in any official language of the European Union, presented together with a certified translation in Bulgarian.
3. Order and time limit for ruling on the application. Appeals
Applications for registration of the Ltd.'s are considered by official registration to the Agency in order of their receipt. Registration Officer shall rule on the application no later than the end of the first working day following its adoption (in 3-year period of pre-registration deadline for delivery is 14 days). The refusal to register Ltd. appealed to the appropriate district court of a company within 7 days of its notification.
4. Circumstances subject to registration
Circumstances subject to registration in the commercial register Ltd. are listed on the application in the appropriate fields, united in groups, which are as follows:
A. Group Key circumstances "with the following fields:
- № 2 field "Company", stating the name under which the company performs trading activities;
- Field № 4 "Romanization," indicating the manner in which the company (including legal form of the name) is written in a Latin transliteration;
- Field № 5 "Seat and registered office, stating the country / city, postal code districts, municipalities, the region, residential complexes, street, building number, the number of inputs, number of storeys and number of apartments or office, which houses the management of the company with limited liability, but may wish to specify the phone, fax, email and website;
- Field № 6 "main activity", which indicates that the objects of a limited liability company;
- № 6 a box 'Main activity, which sets out the main business of the dealer, classified in the National Classification of economic activities, determined in accordance with § 1, item 3 of the register BULSTAT; filling of this field is not necessarily ;
- Field № 7 "Management", stating the name and PIN / PNF manager / managers;
- Field № 11 "Method of representation, noting the manner of representation (" Together "," separate "or" otherwise ", in this case indicates in what otherwise is implemented);
- Field № 16 Duration of the company, stating the date of expiry, which is incorporated company;
- Field № 17 "Special Conditions" stating the conditions on the formation, existence and termination of the company (eg a holding company, purpose);
- Field № 19 "partners", giving the name and PIN / PNF, respectively, the company / name and identification number / code BULSTAT of members and the amount of equity participation (this internal field is not mandatory);
Group B. "Capital" with the following fields:
- Field № 31 "Size", stating the amount of capital;
- Field № 32 "Paid in capital, stating the amount of paid-up capital;
- № 33 field "contribution in kind, stating the nature and value of such contributions, if any.
5. Necessary application documents for recording Ltd.
The application shall be:
A. In Group Key circumstances:
- Association;
- A document setting out the establishment of a legal person - member, and the competence of the authority of that person to decide to participate in a limited liability company (for legal entity - member, which is not constituted under Bulgarian law or a legal person - member which is not entered in the commercial register);
- The decision of the authority of a legal person - member to participate in a limited liability company;
- The decision of the General Assembly, respectively the sole owner of the appointment of a manager or managers;
- A notarized consent from the specimen signature of the manager / managers;
- The license or permit when carrying out certain activities legal act provides authorization requirement of public authority;
- Other documents required by law;
B. Group Capital:
- In cash - a document submitted to the bank capital;
- In non-cash contribution - the conclusion of experts in art. 72, para. 2 of the Commercial Code, unless otherwise provided by law; declaration under Art. 264 of the Tax Procedure Code (in contribution of the real right over immovable property or motor vehicle); evidence that he has notified the debtor of the assignment, except where the claim is against the company itself (with contribution of the mode), evidence that the importer is the holder of rights - the subject of Apportionment;
- Other documents required by law.

V. Fees
In connection with the registration procedure of the LTD pay the state fee for registration in the Commercial Register in the amount of BGN 160, but the application for retention of the firm collected a fee of 50 leva.

VI. Samples
Application for registration of circumstances concerning a limited liability company (A4)
Founding protocol limited liability company
Statement under Art. 142 of the Commercial Code of manager Ltd.
Specimen signature of the manager of a limited liability company
Contract for the formation of a limited liability company
Application for retention of the company (E1)

* Have in mind that the documents preparation and the procedure should be performed by a lawyer.

Main things you should know about Real Estate due diligence

A thorough due diligence report removes uncertainty from key decisions that must be made when analyzing the cost/benefit of any real estate transaction. A comprehensive inquiry should be designed to provide a buyer with clear pictures of where their strategies and decisions are taking them, or to put it simply – what it is they are buying.

There are a multitude of details which must be considered when dealing with purchasing a parcel of real estate. Many of these details are easily overlooked i.e. property and ownership documents. The function of due diligence is to independently verify all representations made by a prospective seller as well as to uncover pertinent facts which have not been disclosed but which are important to the buyer.

A multi-tenant property, either residential, office/retail or mixed use is the most complex for evaluation purposes.

After identifying a target property, due diligence starts during the contract negotiation stage. Unless the seller understands at the beginning of the process what document production and other information, will be required before the deal is closed, there is going to be automatic trouble in getting to the closing table. When a seller is presented with a thorough list of required due diligence items by a prospective purchaser, the seller can be overwhelmed.

A list of required due diligence items is essential in the purchase agreement and it is expected that there will be some negotiation as to what will and will not make it to the final contract.

At least 30 days after the delivery of all documents should be provided to complete due diligence.

Contracts should state that the purchaser must give written notice that all due diligence is complete and satisfactory, or that there would be no further obligation to proceed with the transaction. Generally, due diligence should not be undertaken until after the contract is executed by all parties. Any time triggers should be tied to the delivery date of the last document supplied by the seller, with provisions for the extension of time based on the appearance of any non-disclosed material documentation. By requiring written acceptance of the due diligence items, control of the deal can be maintained.

Beyond the physical condition of the property, there are a multitude of tangibles and intangibles that have to be taken into account when evaluating a site for acquisition.

There are many types of companies, jointly or separately, that provides due diligence services. Several provide their clients with a detailed market analysis of income, operating expenses, vacancy rates, rental competition, sold comparable, on-market competition, and available sources of financing. They will also gain knowledge of the property and all internal and external factors likely to affect its economic health, now and in the future. The benefit of having an independent evaluation ensures that an enlightened and clear assessment of a project’s potential and pitfalls will be exposed.

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When considering the external physical conditions of a target property, an informed purchaser is well advised to secure the services of a licensed inspection service.

One result of a thorough due diligence process is that when the time comes to present a deal to either partners, investors, lenders or another buyer, one will have the level of information and knowledge surrounding the property that gives a clear picture of a property’s financial, legal and physical condition.

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