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.
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