Starting a Business in Bulgaria

This table summarizes the procedures and costs associated with setting up a business in Bulgaria.

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Standardized company

Legal Form: Druzestvo s Ogranichena Otgovornost (OOD)
City: Sofia

Registration Requirements Summary:


  Procedure Time to complete: Cost to complete:
1 Execute the minutes of the constituent meeting of the shareholders in the ODD; obtain a notary certified statement of consent and signature specimen of the manager, and a certified copy of the articles of incorporation of the ODD. 1 day (30 min.) BGN 3
2 Deposit paid-up capital in a bank 1-2 days BGN 10 -30 BGN (depending on the bank)
3 Register with the Commercial Register at the Registry Agency 4 days BGN 120 - state fee for registration
4 Register for VAT 1 day (filing), about 12 days for final registration no charge

Registration Requirements Details

Procedure 1.
Execute the minutes of the constituent meeting of the shareholders in the ODD; obtain a notary certified statement of consent and signature specimen of the manager, and a certified copy of the articles of incorporation of the ODD.
Time to complete:
1 day (30 min.)
Cost to complete:
BGN 3
Name of Agency:
Comment:
The appointment of manager(s) is evidenced by a resolution passed by the constituent meeting of interest holders. The statement of consent and signature specimen is embodied into a single document, and notary certification of manager(s)' signature(s) is required.

Procedure 2.
Deposit paid-up capital in a bank
Time to complete:
1-2 days
Cost to complete:
BGN 10 -30 BGN (depending on the bank)
Name of Agency:
Comment:
The capital-accruing bank account must be opened either by the company manager or by a person authorized by a notary-certified power of attorney. Those persons delegated authority over the bank account must provide a signature specimen in person or a notary-certified specimen. The amount of capital stays blocked in the bank account until the registry issues a decision on the company registration.

The Commercial Act requires that 35% of the capital to be paid-in prior to incorporation. Each partner shall pay at least a one-third share, but not less than BGN 10. The payment schedule for the remaining capital may be fixed in the company’s articles of incorporation but shall not exceed 2 years from the company’s registration. After opening the escrow account and depositing the funds, the partners are issued a certificate evidencing the deposit. The certificate shall be presented at the registry.
Procedure 3.
Register with the Commercial Register at the Registry Agency
Time to complete:
4 days
Cost to complete:
BGN 120 - state fee for registration
Name of Agency:
Comment:
The registration is done using a Standard Application (A4 Form – "Application for registering particulars related to a limited liability company"). The following documents must be attached to the application: (1) Agreement of Association, (2) Resolution for appointment of manager(s), (3) Notary certified consent and signature specimen of manager(s), and (4) Bank certificate for deposited capital.

Procedure 4.
Register for VAT
Time to complete:
1 day (filing), about 12 days for final registration
Cost to complete:
no charge
Name of Agency:
Comment:
The Value Added Tax Act (promulgated on August 4, 2006 in State Gazette issue 63) became effective on January 1, 2007 (Bulgaria's EU accession date). Under this new law, the company may voluntarily register for VAT purposes at any time, because the current threshold requirement has been abolished. It shall remain VAT-registered for 24 months starting from the beginning of the year following the year of VAT registration. Voluntary registration may also be completed on the grounds of reaching turnover of BGN 20,000 realized from intracommunity acquisitions for the current year (where the intracommunity acquisition shall be the import from an EU member country to Bulgaria). The company must register for VAT if its turnover for 12 consecutive months exceeds BGN 50,000, as the new VAT law provides that 0%-rated supplies and exempted supplies shall be taken into consideration in the calculation of turnover. The option for registration on grounds of certain paid-in capital has been repealed.

Specific grounds for obligatory registration for VAT purposes apply when:
- A person from an EU member state who is not established in Bulgaria provides taxable supplies of goods that are to be assembled or installed in Bulgaria by that person or at his or her expense (if the recipient is not registered for VAT in Bulgaria).
- A person from another EU member state supplies goods from Bulgaria exceeding BGN 70,000 under the conditions of distance sales of goods.
- A person (whether resident or not) performs taxable intracommunity acquisitions in Bulgaria exceeding BGN 20,000 within a given calendar year.