Subject to entry in the Commercial Register are merchants, branches of foreign merchants and related circumstances. The registration requirements for each specific type of company or branch are defined in the Commercial Law. The registration procedure and documents required are contained in the Commercial Register Law and the regulations for its implementation.

The Commercial Register in Bulgaria is maintained by the Registry Agency to the Ministry of Justice.

The procedure for registration of a company in Bulgaria is the same for both Bulgarian and foreign citizens.

Applications for entry in the Commercial Register are based on application forms and can be submitted both in paper and electronically, subject to the terms and conditions in accordance with the Law on Electronic Documents and Electronic Signatures.

Applications and attachments thereto shall be submitted in Bulgarian. Documents may be submitted in any official language of the European Union with a certified translation into Bulgarian attached.

After entry into the Commercial Register on the basis of the data in the register, an ex officio registration of the merchant as a contributor to the National Insurance Institute is made and also in the Register of the National Revenue Agency for tax purposes.

Detailed information on the requirements for registration in the Commercial Register can be found on the website of the Registry Agency on the Internet at http://www.brra.bg/default.ra

Contact:

Registry Agency
Address: 1111 Sofia, Geo Milev Housing Estate, 20 Elisaveta Bagryana Str.
Phone: (+359 2) 948 61 81; 948 62 03; 948 62 12
Fax: (+359 2) 948 61 94; 948 61 94
E-mail: office@registryagency.bg

Registration of a sole proprietorship (SP)

As a SP may register any capable Bulgarian or foreign physical person with residence in the Republic of Bulgaria.

The trade name of a SP should contain the full /no abbreviations/ first and last names or first and given middle names, by which they are known to the community. The trade name of the firm of a SP shall be of a national exclusivity.

The entry of a SP in the Commercial Register is based on an application form. The entry of a SP is stated personally by the merchant or a lawyer with an explicit written power of attorney.

Cannot be registered as a sole proprietor: a person who is in a production for bankruptcy; an insolvent who has not been reinstated in his rights; a person convicted of bankruptcy or who has been governor, member of the management or a supervisory body of a company terminated due to bankruptcy over the last two years preceding the date of the declaration of bankruptcy, if unsatisfied creditors are present.

Upon registration of a SP, a fee for entry in the Commercial Register to the amount of BGN 30 is charged. The fee collected on an application for keeping the firm amounts to BGN 40. Upon applying electronically, fees are BGN 15 and BGN 20 respectively.

Registration of a limited liability company (Ltd./SMLtd.)

Limited liability company (Ltd.) is a type of a capital company, which may be established by two or more Bulgarian or foreign physical or legal persons.

A limited liability company is established on the basis of a company contract that shall be concluded in writing. The firm of the company shall contain the words "Limited Liability Company" or the abbreviation "Ltd." and should be of a national exclusivity.

The entry of a Ltd. in the Commercial Register is based on an application form. The entry of a Ltd. is stated personally by the Manager/Managers of the company or a lawyer with an explicit written power of attorney.

The capital of a limited liability company may not be less than BGN 2. It consists of the shares of the partners, which may not be less than BGN 1. 

Partners can bring both cash and non-cash contributions. Non-cash contributions are subject to mandatory assessment by three independent experts appointed by the Registry Agency.

The shares of a Ltd. are not subject to trading. They can be transferred with a notarized contract for transfer of shares. The transfer of shares between shareholders does not require a decision of the General Meeting, and the transfer of shares to a third party, as well as the adoption of a new partner, requires such a decision.

The management structure of a Ltd. consists of a General Assembly of shareholders and one or more managers who manage the company and represent it in respect to third parties.

Under the Bulgarian legislation, only a physical person may be a manager of a Ltd.  The manager can be a partner or a third party, and there are no restrictions on a foreign person to be appointed as a director of a Ltd.

A limited liability company may be formed also by one person and in this case it is a single-member limited liability company (SMLtd.).

Upon registration of a Ltd., a state fee for registration in the Commercial Register to the amount of BGN 110 is charged. The fee collected on an application for keeping the firm amounts to BGN  40. Upon applying electronically, fees are BGN 55 and BGN 20 respectively.

Registration of a joint-stock company (JSC)

The joint-stock company (JSC) is a type of company whose capital is divided into shares. A JSC may be formed by one or more Bulgarian or foreign physical or legal persons. The sum of shares in a JSC forms its capital. Shareholders are responsible for the obligations of the JSC to the amount of the contributions made without being liable with their personal property.

The trade name of a joint-stock company includes the words "Joint-Stock Company" or the abbreviation "JSC". The Statute of a JSC shall contain the requisites specified in the provisions of Art. 165 of the Commercial Law.

The minimum amount of capital required for the establishment of a JSC is BGN 50,000. The minimum amount of capital required for banking or insurance activity, or voluntary health insurance, or other special activity is determined by a separate law.

Law allows two alternatives for management and representation of a joint-stock company. Shareholders can choose between a one-tier and a two-tier management system.

The management structure of a joint-stock company consists of: a General Assembly of shareholders and a Board of Directors (in the case of a one-tier management system) or a Supervisory Board and a Management Board (in the case of a two-tier management system).

Entry of the JSC is stated by the members of the Board of Directors (in the case of a one- tier management system) or the Management Board (in the case of a two-tier management system) or empowered by the Statute or an authorized member of the management bodies of the JSC, as well as by a lawyer with an explicit written power of attorney.

Upon registration of a JSC, a state fee for registration in the Commercial Register to the amount of BGN 360 is charged. The fee collected on an application for keeping the firm amounts to BGN 40. Upon applying electronically, fees are BGN 180 and BGN 20 respectively.

For registration of a joint-stock company for banking and insurance activity, the fee is BGN 1,300, and if filed electronically – BGN 650.

Registration of a general partnership (GP)

General partnership is a type of personal partnership formed by two or more persons to carry out the business of trading under a common firm.  The shareholders of the company shall be jointly and fully liable for its obligations.

The trade name of the general partnership consists of the family names or the companies of one or more of the partners, with the indication "general partnership" or cooperation ("& Co.") and should be of a national exclusivity.

The establishment of a general partnership does not require initial capital.

The contract for the establishment of a general partnership shall be established in writing with notarized signatures of the partners and shall contain the requisites set out in the provisions of Art. 78 of the Commercial Law.

The entry of a general partnership in the Commercial Register is based on an application form. The application for registration of the GP in the Commercial Register shall be signed by all partners and the Constituent Act shall be applied to it. Entry of a GP can be requested by any of the partners or by the person/persons who represent the company according to the Company Contract, as well as by a lawyer with an explicit written power of attorney.

Upon registration of a GP, a state fee for registration in the Commercial Register to the amount of BGN 100 is charged. The fee collected on an application for keeping the firm amounts to BGN 40. Upon applying electronically, fees are BGN 50 and BGN 20 respectively.

Registration of a limited partnership (LP)

Limited partnership (LP) is a company formed by a contract between two or more persons to carry out business under a common firm, as one or more of the partners are jointly and fully liable for the obligations of the company, and the rest are responsible to the extent of the payment agreed.

The trade name of the limited partnership shall contain the words "limited partnership" or the abbreviation "LP" and the name of at least one full liability partner and should be of a national exclusivity.

The contract for the establishment of a limited partnership shall be made in writing with the notarized signatures of its members and shall contain the requisites set out in the provisions of Art. 102 of the Commercial Law.

The establishment of a limited partnership does not require initial capital.

The entry of a limited partnership in the Commercial Register is based on an application form. The entry of a LP in the Commercial Register is based on an application form. Entry of a LP can be requested by any of the full liability partners or by a lawyer with an explicit written power of attorney.

The limited partnership has two categories of members – full liability and limited liability partners. The management and representation of the company shall be made by the full liability partners. The full liability partners do not make financial or material contributions to the company. Limited liability partners are required to make a financial or material contribution in the company, but have no right to manage.

Upon registration of a LP, a state fee for registration in the Commercial Register to the amount of BGN 100 is charged. The fee collected on an application for keeping the firm amounts to BGN 40. Upon applying electronically, fees are BGN 50 and BGN 20 respectively.

Registration of a partnership limited by shares (PLS)

A partnership limited by shares is established by a contract and shares are issued for the contributions of limited liability partners. The number of limited liability partners may not be less than 3. For partnerships limited by shares, the provisions for joint-stock companies are applied.

The firm of the company shall contain the words "partnership limited by shares" or the abbreviation "PLS".

A partnership limited by shares is established by the full liability partners. They have the right to choose shareholders among the participants in the subscription. Full liability partners make the statute of the company and convene the Constituent Assembly. The contributions of the partners are defined in the Statute.

A partnership limited by shares is managed by a Board of Directors. The Board of Directors consists of full liability partners.

Only limited liability partners are entitled a vote at the General Assembly. Unlimited liability partners, even when they hold shares, participate only in an advisory capacity.

Upon registration of a PLS, a state fee for registration in the Commercial Register to the amount of BGN 360 is charged. The fee collected on an application for keeping the firm amounts to BGN 40. Upon applying electronically, fees are BGN 180 and BGN 20 respectively.

Branch of a foreign person

Any foreign person registered to carry out commercial activities under their national law, may register a branch of a foreign person in the Republic of Bulgaria.

A branch of a foreign person is not a legal person under Bulgarian law, but has its headquarters and seat of management, managers, own property and a passive procedure identity.

The firm of the branch includes the firm of the company plus "branch" added. The branch of a foreign person shall keep business books as an independent merchant. Branches of foreign persons also make financial statements.

The application for registration of a branch of a foreign person/merchant is filed by representatives of the foreign person/merchant and a lawyer with an explicit written power of attorney.

The application for registration of a branch of a foreign person is based on an application form and can be submitted on paper or electronically.

Applications and attachments thereto shall be submitted in Bulgarian. Documents may be submitted in any official language of the European Union with a certified translation into Bulgarian attached.

The application for registration contains the following data:

1. the legal form and firm or name of the foreign person, and the firm of the branch if it differs from that of the foreign person;

2. the register and the entry number of the foreign person if the applicable law provides this;

3. the state law applicable to the foreign person, if different from the legislation of a Member State of the EU;

4. the physical persons who represent the foreign person according to the register in which they are entered, if any register, the method of representation, and the liquidators and syndics and their powers.

Upon registration of a branch of a foreign person, a state fee for registration in the Commercial Register to the amount of BGN 340 is charged. If submitted online, the fee amounts to BGN 170.

For tax purposes, Bulgaria is considered the place of business of the branch of a foreign company. The operations of the branch in Bulgaria are subject to corporate income taxation.