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Recommendations
The purchase of property in Bulgaria is, as you would imagine, very different to
buying in the UK although in some cases it is much simpler and quicker. However
you are always recommended to appoint the services of a local English speaking
Solicitor who will carry out all the necessary legal checks ensuring title to
the property and that there are no debts against it, and for a new property that
the developer has all the correct building permissions. We at BPI will happily
introduce you to the most reputable solicitors, in case you advise us to do so.
Company Incorporation
One of the services that the solicitor will usually carry out for you is to
register a limited company (OOD) in your name, in case you intend to buy land in
Bulgaria. The purchase is registered against the company and you are the sole
owner of the shares, respectively of the land. The Bulgarian Foreign Investments
Agency reports that the most popular form of engaging in business in Bulgaria is
via a Limited Liability Company (OOD). Therefore, we have prepared an overview
of registration process & requirements of OOD herewith. Please contact us if you
require further information on OOD and information on other types of companies.
Who can form a Limited Liability Company?
A foreign or Bulgarian person (judicial or physical). The person/persons will be
liable for the company's obligations to the value of his/hers share in the
company's registered capital.
Formation Stages in Brief
The future shareholders conduct preliminary discussions on the commercial
activities they intend to engage in. Based on their agreement, Articles of
Incorporation are prepared & signed by all shareholders.
Content of Articles of Incorporation
• the trade name, the seat and address of management of the company
• the purposes and the time period for which the company is being set up
• the names or, respectively, the trade names of the shareholders
• the registered capital. Where the full amount has not been paid at
incorporation, the articles shall set the time periods
and terms for payment. The term of final installment of the whole size of the
capital cannot be longer than two years
from the registration of the company, respectively from the increase of the
capital.
• the number of shares taken by each shareholder
• the management and manner of representation
• the privileges of the shareholders, where agreed upon
• other rights and obligations of the shareholders.
Capital
A dedicated bank account is opened to collect all share capital. The minimum
capital is 5,000 leva. Shareholders at time of registration must have paid at
least 1/3 of their respective shares. It is required that at least 70% (3,500
leva) of the capital is raised at time of registration.
Company Registration
The company exists from the moment it is added to the Commercial Register of the
district court of where the company will be based. The entry is made upon issue
of a district court decision for the incorporation. The following documents must
be available at the time of the submission of registration application to the
district court.
1. Articles of incorporation;
2. Memorandum for appointment of Director/ Directors;
3. Proof that each shareholder has paid at least one third of its interest, but
not less than 10 leva;
4. Proof that at least 70 per cent of the registered capital has been paid.
Publication of the Register entry in the State
Gazette
The Bulgarian State Gazette is the official paper of Bulgarian State. All
Bulgarian legislation is published there for the law to take effect. Publication
of the company entry in the Commercial Registar does not complete your company
formation. It announces to the general public the act of formation.
Costs Involved
- view details
You need to be aware of the various fees and expenses that you will incur on the
purchase of your property in Bulgaria. Firstly there are your lawyers fees, then
there are Notary and Land Registry fees - both based on a sliding scale of
charges according to the purchase price. Hopefully this section has touched on
most areas of the buying process, however should you have any further questions
we will endeavour to answer them.
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