Joint Stock Company
A joint-stock company is a corporation whose capital is divided into shares. The liability of shareholders for the obligations of the company is limited to the extent of the participating interest they hold in the capital. The structure and organisation of the joint-stock company are regulated in the Commerce Act, but promoters are free to agree on such clauses in the articles of association of the company as best suit the specifics of their needs. A joint-stock company may be incorporated by one or more natural persons or legal entities, and in case the capital is owned by a single person, a single-shareholder joint-stock company (EAD) is formed. The minimum amount of capital of the company is BGN 50,000, and the minimum nominal value of a share is BGN 1. In case a larger nominal value of shares is opted for, it must be defined in terms of whole numbers.
The capital of a joint-stock company is divided into shares of identical nominal value. The shares are securities and they can be traded on the stock exchange. Either registered shares or bearer shares may be issued. Both types of shares may be preference. Registered shares are transferable by means of endorsement, and the transfer must be entered into the Register of Registered Shareholders in order to have effect in respect of the company. The articles of association may also lay down other conditions for their transfer. Bearer shares are transferable by means of delivery to the transferee.
Decisions in a joint-stock company are made by a majority vote.
Documents and information required for registration:
The price includes:
The capital of a joint-stock company is divided into shares of identical nominal value. The shares are securities and they can be traded on the stock exchange. Either registered shares or bearer shares may be issued. Both types of shares may be preference. Registered shares are transferable by means of endorsement, and the transfer must be entered into the Register of Registered Shareholders in order to have effect in respect of the company. The articles of association may also lay down other conditions for their transfer. Bearer shares are transferable by means of delivery to the transferee.
Decisions in a joint-stock company are made by a majority vote.
Documents and information required for registration:
- Information from the personal identity cards (i.e. full name, number, date of issue etc.) of the founders;
- Specification of a name – founder(s) are responsible for the choice of a company name;
- Specification of an address – registered address has to be pointed out;
- Indication of the expected activity – in the registration process each company shall specify the type of operations that are expected to be undertaken (for example: manufacturing, export, import, trade, wholesale, etc.). This requirement is usually circumvented by the phrase “and all other activities, that are not prohibited by the law”;
- Indication of JSC’s administrative structure – a JSC can inhibit either one level (Board of Directors) or two levels (Management and Supervisory boards) management;
- The amount of the capital – the minimum required by the law is 50 000 (fifty thousand) leva;
- A document from a bank verifying the existence of the capital – a part or all the capital shall be deposited in a bank as a guarantee that it exists;
- Receipt, verifying payment of all mandatory fees;
- Name(s) of the manager(s) and their representative power;
- Portions of the capital owned by each of the copartners;
- A number of documents have to be elaborated in order to submit an application. These are: Memorandum of association accepted on the constitutive meeting, Minutes of the constitutive meeting, List of the persons, subscribing shares upon the incorporation (founders), Written consent with a notary certified signature of the contributor of a non-cash contribution, Founders’ declarations (if natural persons), Declarations of the members of the managing authorities that they agree to become members of the relevant authority, Experts’ statement duly admitted by the district court if non-cash contributions are made, For founder-legal person-registration judgment, certificate for actual status, managing body resolution for participation in the joint-stock company and an express notary certified power of attorney of the person who represents the legal person at the constitutive meeting;
- Application signed by all members of the managing body.
The price includes:
- Elaboration of all necessary documents;
- Filling in and submitting all documents in the Trade register;
- Registration fee payable to the government;
- Fee for reservation of a company name;
- All other relevant fees;
- Providing a document for the registration;
- A company stamp.