FORMS OF BUSINESS ORGANISATIONS:

 The Bulgarian Commercial law recognizes two distinct types of business enterprises

  1.  Partnerships
  2. Corporations

 The legal differences between them concern the allocation of liability and the legal identity of the entity. Corporations established by foreign joint venture partners with or without a Bulgarian partner are treated as Bulgarian corporations (local persons) and are entitled to all rights available to Bulgarian companies under the Commercial law.Foreign investors may establish a company in either of these two forms, although all forms of business organizations, permitted by law, may be used:

  • Limited Liability Company
  • Joint Stock Company

 These business types exist as separate legal entities and offer their shareholders limited liability.

 Joint Stock Company (AD)

 Joint stock company is defined as a company having its own trade name and a predetermined amount of capital divided into shares. The liability of the shareholders is limited to their capital.The structure and organisation of joint stock companies are subject to regulation by the Commercial law. However, the founders of joint stock companies are afforded significant flexibility in drafting the articles of association, thereby serving the needs of the specific venture.

A minimum of two shareholders, who may be either natural persons or legal entities, are required for the formation of a joint stock company. Joint-stock company which capital is owned by one person is called single-member joint-stock company (EAD) The overall share capital must be a minimum of 50 000 BGN and the minimum capital contribution (the minimal nominal value of a stock) by each shareholder is 1 BGN.

The capital of a joint stock company is divided into shares of equal value which are treated as negotiable commercial paper. The shares may be issued in registered or bearer form. Both of them might be preference shares. Registered shares are transferable by means of endorsement and must be recorded in the registered stockholders register. Other conditions for the transfer of registered shares might be stipulated in the company's articles of association. Bearer shares are freely transferable by means of delivery.

Decision making in a joint stock company is by majority vote. There are certain provisions for protection of the minority interests.

 

Limited Liability Company (OOD)

 Limited liability companies may be composed of natural persons or legal entities and consist of at least 2 partners. A single-member limited liability company (EOOD) is a limited liability company which capital is owned by one person. The overall share capital must be a minimum of 5000 BGN and the minimum capital contribution by each shareholder (the amount of each share) is 10 BGN. The quotas of the members of the company might be unequal. All partners are personally liable for the debts of the company up to a maximum of their contribution, however, partners are not held liable for the unpaid portions of others' contributions. Shares held in a limited liability company are non-negotiable and may be transferred only with the approval of the other partners. Transfers must be approved by at least 75% of majority vote, with at least 75% of the total capital represented. Limited liability companies are also prohibited from engaging in banking or insurance business. A limited liability company differs from the joint stock company in that its capital is not divided into shares of stock nor represented by share certificates. There is no board of directors for a limited company. Instead, the appointed manager or managers have authority to run the company.

The majority of people wishing to buy property in Bulgaria  SHOULD opt for this kind of Company




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