Execute the minutes of the constituent meeting of the shareholders in the OOD; obtain a notary certified statement of consent and signature specimen of the manager, and a certified copy of the articles of incorporation of the OOD.
Agency: Public Notary
Each newly appointed general manager must sign and submit the following affidavits:
(1) Affidavit under Article 141 of the Commercial Act, where the general manager declares that (s)he has not been declared in bankruptcy and (s)he has not been a general manager, a member of a managing or controlling body of a company, dissolved because of bankruptcy during the last two years preceding the date of the resolution declaring the bankruptcy, and that, in addition, (s)he has not been a general manager or a member of a managing or controlling body of a company, that has been ascertained by an effective and enforceable penalty decree as not complying with such company’s obligations for establishment and storage of the determined levels of reserves under the Bulgarian Law on Reserves of Oil and Oil Products;
(2) Affidavit under Article 142 of the Commercial Act where the general manager declares that without the prior consent of the company (s)he will not (i) enter into commercial transactions either in his/her personal capacity or on behalf of third parties; (ii) participate in general partnerships, limited partnerships and limited liability companies; and (iii) occupy positions in the managing bodies of other partnerships or companies; and
(3) Affidavit under Article 13 paragraph 4 of the Commercial Register and Register of Non-Profit Legal Entities Act to declare that the circumstances, as would be applied for registration in the Commercial Register and the adoption of the acts as would be applied for promulgation therein, are genuine and true.
The affidavits under points (1) and (2) are typically included in one single document.
Time and cost: 1 day, BGN 5
Deposit paid-up capital in a bank
Agency: Commercial Bank
The capital-accruing bank account must be opened either by the company manager or by a person authorized by a notary-certified power of attorney. Those persons delegated authority over the bank account must provide a signature specimen in person or a notary-certified specimen. The amount of capital stays blocked in the bank account until the registry issues a decision on the company registration. The Commercial Act requires the minimum capital prescribed by law, i.e. BGN 2, to be paid-in prior to incorporation. After opening the escrow account and depositing the funds therein the company under incorporation is issued a certificate evidencing the shareholders’ deposit of the capital. The certificate must be presented at the registry. Alternatively, Commercial Register can also accept the proof of transfer of the share capital to into a regular bank account of the company.
Some banks and the Commercial Register are also accepting the transfer of the share capital to be made to a regular current account of the company in process of incorporation whereas the payment order has to specify that the transfer is made for payment of the share capital.
Time and cost: 1 day, BGN 10 -30 BGN (depending on the bank)
Register with the Commercial Register at the Registry Agency
Agency: Registry Agency
The registration is done using a Standard Application (A4 Form – “Application for registration of circumstances related to a limited liability company”).
The following documents must be attached to the application:
- Articles of Association,
- Resolution for setting up of a new company and appointment of manager(s),
- Notary certified consent and signature specimen of manager(s), and
- Bank certificate for deposited capital.
The state fees are BGN 110 if hard copies of the documents are filed with the Registry Agency or BGN 55 if the registration documents are filed with the Registry Agency electronically.
The following affidavits by each of the appointed general managers of the company must also be attached to application A4: Affidavit under Article 141 paragraph 8 of the Commercial Act; Affidavit under Article 142 of the Commercial Act; and Affidavit under Article 13 paragraph 4 of the Commercial Register and Register of Non-Profit Legal Entities Act. The document under (3) and the Affidavits under Art. 141 and 142 of the Commerce Act may be included in a single notarized document, though this is not required.
As of January 1, 2016 the applications for initial registration of companies have to be reviewed by the Commercial Register officials by the end of the next business day following submission of the application.
The Bulgarian Measures against Money Laundering Act (the “AML Act”) establishes an obligation for all legal entities, including newly established companies, to register their ultimate beneficial owner/s with public registries. Companies, whose beneficial owners are physical persons registered as shareholders in the commercial register are exempt from the obligation of submitting the special declaration about the beneficial owners.
Furthermore, it is possible to apply for voluntary VAT registration within the incorporation application. However, a follow-up with the National Revenue Authority is still required in that case.
Time and cost: 2 days, BGN 55 for electronic registration and BGN 110 for hard copy application
Register for VAT
Agency: National Revenue Agency (Sofia-City Territorial Directorate of NRA – office responsible for VAT-related matters)
The main piece of legislation governing the VAT registration in Bulgaria is the Value Added Tax Act (effective as of January 1, 2007). Under the Value Added Tax Act, the company may voluntarily register for VAT purposes at any time without having to meet certain thresholds or requirements. As of 01.01.2019 the company may apply for VAT registration simultaneously with its incorporation. Once the voluntary registration is implemented, a voluntarily registered person is not entitled to opt for voluntary de-registration within 12 months starting from the beginning of the year following the year of voluntary VAT registration. The company must register for VAT purposes in Bulgaria if its taxable turnover for 12 consecutive months exceeds BGN 50,000. As of 01.01.2018 the Company must register for VAT purposes if its turnover for the last 2 months (including the current month) exceeds BGN 50,000, as the application for registration must be filed within 7 days after the date on which the turnover has been reached.
Specific grounds for obligatory registration for VAT purposes apply when:
- A person from an EU member state who is not established in Bulgaria and provides taxable supplies of goods that are to be assembled or installed in Bulgaria by that person or at his or her expense (if the recipient is not registered for VAT in Bulgaria).
- A person from another EU member state supplies goods to Bulgaria exceeding total value of BGN 70,000 under the conditions of distance sales of goods within a given calendar year.
- A person (whether resident or not) performs taxable intra-community acquisitions in Bulgaria exceeding BGN 20,000 within a given calendar year.
- A person (whether resident or not) receives supplies of services under chargeable supplies having place of performance on Bulgarian territory with respect to which the VAT is due by the recipient. This point should be interpreted as referring to taxable persons from Bulgarian VAT perspective (i.e., a person conducting independent economic activity).
- A Bulgarian resident performing supplies of services having place of supply the territory of another EU member state.
Within 7 days from submission of the application for VAT registration, the Revenue Agency shall perform a check of the grounds for registration. Once the grounds for registration are concluded, the decision on VAT registration shall be issued within 7 days. In practice, VAT registration is performed within 12 days.
Time and cost: 12 days, no charge
Purchase and register fiscal device (cash register)
Agency: Authorized seller
Ordinance No. 18 of 2006 on the recording and reporting of sales mandates that companies conducting commercial activities register their cash register machine. Once the company has purchased the fiscal device from an authorized seller, representatives of the authorized seller install the device. After installation at the company’s premises, the registration of fiscal device with the National Revenue Authority is performed electronically. After verifying that the established connection is in line with the technical and functional requirements set by the National Revenue Authority, a confirmation of successful registration is sent to the user. It is required to obtain a standard certificate of registration, which is provided by the authorized seller. Such certificate is usually given the day after the registration of the fiscal device with the National Revenue Authority. The company has no right to report sales via a cash register or fiscal printer introduced for work after the purchase or change of ownership, without a certified certificate of registration. Upon putting into operation and handling a fiscal device, the company must have a written maintenance and repair contract with a person authorized by the Bulgarian Metrology Inspection, who has a certificate of service for the respective type of fiscal device. Putting in operation of a fiscal device shall be carried out after completing an application according to a model in accordance with Annex № 24 to the Ordinance, drawn up in 2 copies, one for the company and for the servicing and repairing person who keeps it in the file. The introduction shall be carried out in the presence of the representative of the company and by a servicing technician of the person servicing and repairрс the passport. When putting in operation the fiscal device the person carrying out servicing and repairs, issues a certificate of registration of fiscal device as per Annex № 11.
The price of the machines can vary from 50 BGN – 300 BGN
Time and cost: 2 days (simultaneous with previous procedure), BGN 50 – 300
Register employment agreements with NRA
Agency: National Revenue Agency (one of the 13 territorial offices in Sofia, depending on the location of taxpayer – office responsible for employees registration)
Company has to register employment agreements with NRA within 3 days from conclusion of the employment agreement. This requirement is based on the Bulgarian Labor Code, article 62, para 3 and 5. The registration of employment agreements with NRA has a notification nature, and is done using a specific form as determined in the Attachment 1 of Ordinance No. 5 on the Contents and Procedure for Submission of Notifications under Art. 62, para. 5 of the Labor Code. The notification should contain, among other, the following main groups of details:
- Details of the employer (name, Unified Identification Number (UIC), number given by the NRA to the employer in its capacity as insurer);
- Details of the employee (full name, Personal Identification Number, Personal Number of Foreigner, Service Number given by the NRA);
- Details regarding the main terms of the employment agreement (legal grounds for conclusion of the employment agreement, date of conclusion, term of the agreement (if any), basic salary, name of the position);
- Other details (code of the position under the National Classification of Professions and Positions, code of the economic activity under the Classification of Economic Activities, code under the Unified Classification of Administrative-Territorial and Territorial Units of the residential area where the employee’s work place shall be located).
Companies can register employees with NRA either online on a specific page (https://inetdec.nra.bg/), by mail, or in person (by visiting the competent territorial directorate of NRA). In case the employer is simultaneously submitting more than five notifications (i.e. notifications for more than five employment agreements), the filing shall be made on an electronic media or via the website with electronic signature.
After submission of the notification, the NRA shall issue a reference note (sample set as Appendix No. 3 to the Ordinance 5) containing a list of the certified notifications and a list of the notifications which have not been accepted /if any/ containing a description of the reason for non-acceptance. The reference note shall be certified by an official of NRA and shall be presented to a representative of the employer or it shall be sent by a registered mail or by Internet.
Time and cost: Less than 1 day (online procedure, simultaneous with previous procedure), no charge
Register Commercial Object and Site of the company
Agency: Sofia Municipal Council
Companies must register the working hours of any commercial sites they operate with the mayor of the relevant region in Sofia. The registration is implemented through submission of an application together with evidence of main details of the company (e.g. Registry Agency certificate). The following documents are needed to complete the registration process:
- Application form;
- Declaration, Registry Agency Certificate,
- Registration certificate of the fiscal device.
Time and cost: 1 week, no charge
