ROADMAP TO FORM A LIMITED LIABILITY (LTD=OOD) COMPANY IN BULGARIA: COMPOSING ARTICLES OF ASSOCIATION OR FOUNDING DEED FOR A SINGLE – MEMBER LTD FORMATION OF COMPANY’S SHARE CAPITAL (AT LEAST 5000 BGN)  ISSUANCE OF A BANK DEED CERTIFYING THAT AT LEAST 70 % OF THE REGISTERED CAPITAL HAS BEEN PAID  APPOINTMENT OF MANAGEMENTS BODY REGISTRATION IN THE COMMERCIAL REGISTER OF IN THE RELEVANT DISTRICT COURT BY THE APPOINTED MANAGER WHO POSSESSES REPRESENTATIVE POWER ISSUANCE OF A PERMIT FROM THE COMPETENT BODY FOR PERFORMING SPECIFIC COMMERCIAL ACTIVITY BEFORE ENTRY INTO THE COMMERCIAL REGISTER (E.G. INVESTMENT BROKER) COMPLETION OF THE ESTABLISHMENT: COURT DECISION FOR ENTRY INTO THE COMMERCIAL REGISTER PUBLICATION OF REGISTRATION IN THE STATE GAZETTE REGISTRATION AT THE NATIONAL STATISTICAL INSTITUTE (ISSUANCE OF A BULSTAT NUMBER) WITHIN THREE DAYS AFTER THE ESTABLISHMENT OF THE COMPANY REGISTRATION AT THE TERRITORIAL DIVISION OF THE NATIONAL SOCIAL SECURITY INSTITUTE REGISTRATION AT THE RELEVANT TAX OFFICE WITHIN 14 DAYS AFTER ESTABLISHMENT OF THE COMPANY YOUR COMPANY IS NOW A FULLY OPERATIONAL COMPANY Commercial Legislation The two basic principles of the legal regime of foreign investment in Bulgaria, laid down in the special Law on Foreign Investment are: Foreign persons are entitled to invest in Bulgaria under the terms and conditions provided to local persons. Restrictions to this principle can only be introduced by law.Should an international agreement whereto Bulgaria is a party provides for more favorable regime to foreign persons, the international agreements shall prevail against the national regime. No registration of the foreign investment with state authorities is required other than the normal registrations required as well for local investments .Investors are free to choose the legal form of presence in Bulgaria among all types of commercial companies and partnerships envisaged by Bulgarian legislation, as well as to register as sole traders (natural persons). Limited liability company (OOD) and joint-stock company (AD) are the most often chosen types of commercial company.The companies established by foreign investors are under the same legal regime as the companies without foreign participation except for the cases strictly specified by law, the most important restriction being that companies with foreign participation cannot acquire and own farm land.There is no restriction to appointing foreign individuals as managers of companies established in Bulgaria. No employment contract is necessary for the manager-foreign individual to perform his duties.   ROADMAP TO FORM  A SUBSIDIARY IN BULGARIA  OPENING A BRANCH OUTSIDE COMPANY’S SEAT 1    DECISION OF THE COMPETENT BODY OF THE COMPANY MADE BY:            THE GENERAL MEETING OF A LIMITED LIABILITY COMPANY (LTD)           THE MANAGING BOARD OF A JOINT–STOCK COMPANY.  2  WRITTEN APPLICATION STIPULATING:           COMPANY’S TRADE NAME, SEAT AND PURPOSES           COMPANY’S REGISTERED CAPITAL           THE SEAT AND PURPOSES OF THE BRANCH           THE BRANCH MANAGER  3  THE APPLICATION IS ACCOMPANIED BY A CERTIFICATE OF THE COMPANY’S REGISTRATION  4  ENTRY IN THE COMMERCIAL REGISTER OF THE DISTRICT COURT WHERE THE SEAT OF THE COMPANY’S BRANCH IS SITUATED  5  NO OBLIGATION FOR REGISTRATION AT THE NATIONAL STATISTICAL INSTITUTE AND TAX ADMINISTRATION SINCE THE BRANCH IS NOT A SEPARATE LEGAL ENTITY.  ROADMAP TO FORM  A JOINT- STOCK COMPANY IN BULGARIA  SUMMON A CONSTITUENT ASSEMBLY   DECISION FOR ESTABLISHING A JOINT- STOCK COMPANY ADOPTION OF ARTICLES OF ASSOCIATION OR FOUNDING FOR A SINGLE- MEMBER JOINT-STOCK COMPANY ELECTION OF SUPERVISORY BOARD OR BOARD OF DIRECTORS APPOINTMENT OF A MANAGING BOARD SUBSCRIPTION OF THE CAPITAL STOCK WHICH MINIMUM VALUE IS 50 000 BGN OPENING OF A BANK ACCOUNT BY THE MANAGING BOARD/ BOARD OF DIRECTORS FOR ACCUMULATING CASH INSTALLMENTS ISSUANCE OF TEMPORARY CERTIFICATES FOR INSTALLMENTS PAID (THE AMOUNT OF THE INSTALLMENT SHOULD BE AT LEAST 25% OF THE NOMINAL VALUE OF THE SUBSCRIBED STOCKS) PREPARATION OF THE DOCUMENTS FOR COURT REGISTRATION ENTRY IN THE COMMERCIAL REGISTER OF THE RELEVANT DISTRICT COURT BY THE APPOINTED MANAGING BOARD OR BOARD OF DIRECTORS(THE REGISTRATION SHOULD BE PERFORMED WITHIN THREE MONTHS AFTER CONSTITUENT ASSEMBLY) COMPLETION OF THE ESTABLISHMENT: COURTS DECISION FOR ENTRY INTO THE COMMERCIAL REGISTER PUBLICATION OF THE REGISTRATION N THE STATE GAZETTE REGISTRATION AT THE NATIONAL STATISTICAL INSTITUTE /BULSTAT NUMBER/ WITHIN THREE DAYS AFTER ESTABLISHMENT OF THE COMPANY REGISTRATION AT THE TERRITORIAL DIVISION OF THE NATIONAL SOCIAL SECURITY INSTITUTE REGISTRATION AT THE RELEVANT TAX OFFICE WITHIN 14 DAYS AFTER ESTABLISHMENT OF THE COMPANY YOUR COMPANY IS NOW A FULLY OPERATIONAL COMPANY