10 steps to incorporating in Bulgaria in 2021
PRE INCORPORATION STEPS
- Prior to Bulgaria company incorporation, our Client i) settles Healy Consultants’ engagement fees ii) signs our Client engagement letter and iii) provides us the necessary due diligence documents;
- Healy Consultants drafts a detailed business setup engagement project plan for our Client, including i) the optimal corporate structure; ii) the preferred corporate banking strategy and iii) a detailed project timetable. This Bulgaria company incorporation engagement project plans maps out by week each step to engagement completion, optimizing transparency and setting Client expectations;
- To support Bulgaria company formation, Healy Consultants checks company name availability with the Trade Register in Bulgaria and, if available, we complete Form D1 and reserve the name on your firm’s behalf;
- After the corporate structure is agreed with our Client, Healy Consultants will prepare incorporation Form A4 for Client signature and courier return. Such documents include: i) minutes of the shareholder meeting; ii) statement of consent to act as director; iii) specimen signatures for the company directors and iv) the company’s articles of association;
- On our Client’s behalf Healy Consultants will deposit the minimum required share capital to a preferred bank in Bulgaria and obtain a certificate of deposit;
- Thereafter, Healy Consultants legally incorporates the Bulgarian company by submitting a set of notarized and translated documents application documents to the Trade Register. Thereafter, Healy Consultants will email to our Client i) the public profile for the company and ii) the certificate of incorporation;
- If requested, Healy Consultants will register our Client for VAT at the National Revenue Agency. This can be done voluntarily, with the minimum annual turnover threshold required for mandatory registration fixed at €25,000;
- Where possible, Healy Consultants’ bank account opening team will liaise with our Client’s chosen bank to prevent our Client from having to travel for an account opening interview;
- As part of Bulgaria company incorporation, Healy Consultants assists Clients to find business premises in Bulgaria and recruit local and expatriate staff by placing advertising campaigns in local publications such as The Capital;
- Following engagement completion, Healy Consultants couriers a company kit folder to our Client’s preferred international address, containing documents including the original corporate documents, unopened bank correspondence and a Client feedback survey
Other considerations post-company incorporation
- EU/EEA resident individual: EU resident individuals upon incorporating a company in Bulgaria must i) provide their national identification document ii) have the information from their ID recorded in the company incorporation documents and iii) have the documents drafted in Bulgarian and formally translated into their local country language;
- EU/EEA non-resident individual: Non-resident individuals upon incorporation of a Bulgarian company must i) provide a copy of their passport ii) have the passport information recorded in the new company incorporation documents and iii) have the documents drafted in Bulgarian and then formally translated into their local country language;
- Foreign legal entity: A foreign legal entity incorporated within the EU holding shares in a newly registered Bulgarian company must produce i) a current legal status issued by the entity’s country Registrar of Companies and ii) a shareholders’ authorization indicating the foreign company’s initial intention to incorporate a new company in Bulgaria.
Documents required to incorporate a Bulgarian company:
- Passport copies of all shareholders, director and bank signatories legalized in Bulgarian embassy in our Client’s home country;
- Bank deposit certificate confirming payment of share capital;
- A Power of Attorney to i) reserve the business name ii) submit incorporation documents and iii) open a capital account on behalf of foreign individual. The PoA is to be legalized and translated at the nearest Bulgarian embassy and the Ministry of Foreign Affairs in Sofia;
- A Power of Attorney to open the permanent corporate account on behalf of the Bulgarian company, also to be legalized and translated at the nearest Bulgarian embassy and the Ministry of Foreign Affairs in Sofia.
Frequently asked questions
What is the law that governs the incorporation of companies in Bulgaria?The Bulgarian Commercial Law is the main source of Bulgarian company law and is part of a framework that also includes the Code of Civil Procedure and the Commercial Register Act.
How long does it take to incorporate a company in Bulgaria?A Bulgarian OOD can usually be incorporated within 2 weeks once all of the necessary documents have been collated. Additional time is required before the company may operate due to bank account opening. The whole process usually takes approximately 11 weeks. If you need your Bulgarian company to be ready in less time, you may be interested in one of our turnkey solutions.