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.
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