REGISTRATION OF LIMITED LIABILITY COMPANY (LTD/LLC)

 

According to the Bulgarian legislation, the partners in a limited liability company (LLC or LTD) are liable up to the amount of their contributions in the capital of the company. The partners are not personally responsible for the obligations of the company. The limited liability company is suitable for any type of business. LTD/LLC may be an owner of a real estate property, vehicles and other equipment. Limited liability Company is entitled to hold shares in other companies. It can be owned by one person or may be established as a partnership between two or more persons. Limited liability companies are subject to a flat tax of only 10%.

CALL US for free legal advice (free consultation for company establishment only and not for specific business activity and management)

Advantages (for companies with foreign participation):

  • Optimization of the tax burden. Only 10% corporate tax - the lowest rate in Europe.
  • Low Dividend Distribution Tax: 5%.
  • No start-up capital requirement. The minimum is 1 euro.
  • Low value of expenses related to the activity - accounting, legal expenses, state fees.
  • Low prices for office rent and real estate purchase.
  • Low labor costs. For 2023, the average salary is 990 (gross) EUR / month.
  • Registration is usually completed within 3 working days.
  • Double taxation agreements with more than 70 countries.
  • Full and unlimited access to resources on the European market. Political stability.

Conditions

  • The owner or owners should visit our office (foreigners should stay in Bulgaria for a minimum of 2-3 working days). For IT and consulting companies for EU-citizens (English speaking), there is an option to register a company remotely (see below).
  • The owner or owners should provide 2 options for company names. We will do a quick check-up if those names are available.
  • Copy of personal document - ID-card or passport.
  • The owner or owners should indicate the value of the capital (the minimum is EUR 1) and its distribution between the owners in percentage (%).
  • The owner or owners should indicate the main subject of activity. We will add some types of standard activities.
  • The owner or owners should indicate an address of the company. In case the client is not able to provide an address - we can do that (information: below).

Price

  1. Sole owner Ltd. (SOLTD) / One partner Ltd. - property of a natural person / individual: EUR 280 (total). (For companies owned by other companies, please - see below.*)
  2. Multiple partners Ltd. (MPLTD) - property of 2 or more natural persons / individuals: EUR 380.

The price EUR 280 includes all arising costs for the Company registration:

  • Consultation
  • Drafting all legal documents in Bulgarian and English.
  • State taxes.
  • Notary fees.
  • Bank fees for opening a deposit (escrow, cumulative) bank account.
  • Service fee, incl. assistance with the bank account opening process.

Additional expenses (optional):

  • VAT registration and personal tax number for 1 individual: EUR 100
  • EUR 270 for REMOTE company registration - for IT and consulting companies for EU-citizens, speaking English (bank fee of EUR 70 is included);

Steps:

  • Drafting legal documents in Bulgarian and English language.
  • Visit to a notary. There is a notary in our building.
  • Opening a deposit (escrow, cumulative) bank account. We are located in a business district with over 8 bank offices.
  • The registration in the Commercial register and register of non-profit legal entities is done by us and it takes about 48 hours.

 

CHANGES IN COMPANY'S LEGAL STATUS

Types of changes and prices

  • Change in the ownership of the company through transfer of company shares between partners or third parties. Price: EUR 300-450 (in this case, change of address, name, scope of activity and managers are free).
  • Change in the ownership of the company through transfer of company shares between partners or third parties without visiting Bulgaria. Price: EUR 650 (change of address, scope of activity, name and managers are free).
  • Changes in the management of the Company - to change, add or remove a manager. Price: EUR 180 (remotely - EUR 360).
  • Changes in the way of representation - for more than 1 manager. Representatives may perform actions individually or only together (jointly and severally).  Price: EUR 180 (remotely - EUR 360).
  • Change in the registered seat, address, registered activities or name of the Company. Price: EUR 100-150 (remotely - EUR 260).
  • Increasing the capital of the Company without accepting new partners. Price: EUR 180 (remotely - EUR 360).
  • Increase of the capital of the Company by accepting new partners: EUR 386 (remotely - EUR 560).
  • Deletion of personal data in an already registered company. Price: EUR 150 (remotely - EUR 300).
  • Address for correspondence with the National Revenue Agency. Price: EUR 150 (remotely - EUR 240).
  • Announcement of the annual financial statements/reports (AFS). Price: EUR 70 (remotely - EUR 140).
  • Announcement of a declaration of inactivity. Price: EUR 4(remotely - EUR 100).
  • Submission of a declaration under Art. 63, para. 4 LMML - for actual owners of a company. Price: EUR 350 (remotely - EUR 540).
  • Lawyer from our firm may be appointed as contact person, according to art. 63, para. 4, item 3 of the Law on Measures against Money Laundering. Price: EUR 1200 / year. 
  • Individual changes in the standard constitutive act: EUR 100.

Prices include all state, notary and consulting fees for limited liability companies that are not subsidiaries. Prices do not include shipping and consulate/embassy fees. When individual changes in the standard constitutive act are requested, 90 euros will be added to the total price. 

Conditions

  • Customer identification - ID card or passport.
  • Drafting the legal documents takes up to 2 working days after the submission of the necessary information.
  • The entry of the changes and their reflection in the corporate status of the Company in the Commercial Register takes 4 working days after signing the documents.

BUSINESS ADDRESS

Advantages

  • Real (not virtual) address in a representative building in a business district, in our office;
  • Company name plate
  • Low price
  • Forwarding and redirecting incoming messages

Conditions

  • Minimum of 1 year
  • The company should not run into debt and/or engage in illegal or unethical activities
  • Individual contact person
  • Customer due diligence

Price: EUR 290 / year. 

 

COMPANY REGISTRATION WITHOUT A VISIT TO THE COUNTRY

(ready-made company)

 

The registration of a company without a visit to the Republic of Bulgaria is possible. The banking institutions in Bulgaria refuse to open fundraising accounts for the purposes of the registration process without the presence of the founders and the managing body. Anyway, there are other solutions. One of them is to open a bank account online.

In other cases, in order to avoid this inconvenience, our office registers the company in the name of an attorney, who can then transfer it to the client on the basis of a power of attorney certified by a Bulgarian notary or consulate/embassy. In this way, our customers receive a ready-made company without having to visit Bulgaria. In this case, they could use the services of banking institutions in their countries - if they accept customers to be Bulgarian companies.

Advantages

  • Registration of a limited liability company without a visit to the country
  • Fully ready to work company
  • Low price
  • E-mail redirection of incoming correspondence

Method of work

  • Customer identification and due diligence
  • Conclusion of a preliminary contract for registration and acquisition of the Company, which determines the conditions and marks the corporate status of the company, including address, business activity, capital, owners, management, etc.)
  • Drafting all the necessary documents (the company will be initially owned by the attorney)
  • Registration of the company in the Commercial Register and receipt of a unique identification code (unique number of the Company).
  • Drafting a complete set of documents incl. a power of attorney for the transfer of the company shares ownership, as well as a specimen signature declaration.
  • The documents are sent by e-mail.
  • The power of attorney and the specimen signature declaration are signed at the Bulgarian Consulate/embassy and the full package of documents is sent to Bulgaria by shipping company.
  • Conclusion of a contract for acquisition of the company shares between the lawyer-owner of the company and the lawyer, provided with a power of attorney from the client. The client becomes the owner.
  • Change of the company's management.
  • Providing a Certificate of Good Standing showing the owners and managers of the company.

Deadlines

  • The registration of a company takes 2 working days after the conclusion of the preliminary contract and receipt of an advance payment (50% of the final price);
  • The transfer of ownership of the company takes 4 working days after the receipt of the package of original documents and full payment of the total price.

Price

  • Ltd. - property of an individual: EUR 700.
  • Ltd. - property of 2 or more individuals: EUR 800.
  • Ltd. owned by another legal entity (subsidiary): EUR 2500.
  • Ltd. owned by other legal entities (subsidiary of 2 or more companies and/or individuals): EUR 3000.

The price includes all fees and expenses:

  • Consultation
  • Drafting all the necessary documents in Bulgarian and English.
  • State fees (Commercial Register).
  • Notary fees payable in the process of company registration and acquisition.
  • Bank charges.
  • Consulting / attorney fees
  • Prices do not include shipping.

 

CERTIFICATE OF GOOD STANDING (CURRENT STATUS) OF A COMPANY

 

  • Certificate signed and stamped by the Registry Agency - Commercial Register, which contains information about the current status of a Company.
  • Information about the name, registered office, address of management, subject of activity, capital, owners and management of the company.
  • It may contain a history - any changes in the corporate status and timing
  • It may be used abroad (when an apostille is placed on it).
  • It takes from 1 to 14 working days, depending on whether it will be stamped for apostille or with an apostille.
  • It is published only in Bulgarian and in order to be used abroad it must be translated by a local translation and legalization agency.

Price *:

  • Electronic version - electronically signed by the Registry Agency: EUR 45.
  • Paper version with signature and seal of the Registry Agency, without seal for the Ministry of Foreign Affairs: EUR 65.
  • Paper version with signature and seal of the Registry Agency, with history and without seal for the Ministry of Foreign Affairs: EUR 75.
  • Paper version signed and stamped by the Registry Agency, stamped for the Ministry of Foreign Affairs: EUR 85.
  • Paper version with signature and seal of the Registry Agency, with seal for the Ministry of Foreign Affairs and apostille: EUR 115.

* The price includes state and consulting fees. Does not include transport costs.

 

ADDITIONAL SERVICES FOR COMPANIES

  • Acquisition of enterprises and businesses;
  • VAT registration (upon signing a contract for accounting services);
  • Assistance to banking institutions;
  • Negotiation and drafting of lease contracts, transfer of assets incl. websites, databases and other commercial contracts;
  • Legal research and analysis;
  • Real estate check-ups and research;
  • Submission of annual financial statements (AFS) in the Commercial Register;
  • Registration of a natural person for contact, according to LMML;
  • Deletion of personal data from the Commercial Register database;
  • Company stamps;
  • Other legal services.

* The price of 280 EUR is applicable when the Company is owned by a physical (natural) person - individual with a passport. Costs for SOLTD/MPLTD owned by another legal entity (subsidiary of another company): EUR 1200 total. Costs for opening a bank account of such company (subsidiary) - EUR 9000.

** In case the bank finds non-compliance with the requirements related to the measures against money laundering and refuses to open a bank account, our office refunds 50% of the fee for the service. Sometimes the bank may request additional documents. This is most often the case with citizens of countries that do not apply the standards in countering money laundering and terrorist financing. 

*** All prices for foreign companies are applicable for companies with capital under 5000 EUR (most of our clients have  capital between 10 and 1000 EUR). For companies with large funding, price is depending on the AML risk assessment