Limited Liability Company
A limited liability company may be formed by one or more natural persons or legal entities, and in case the capital is owned by a single person, a single-member limited liability company (EOOD) is formed. The capital of the company may not be less than BGN 2 (two Bulgarian leva-approximately 1 EUR ). The interests held by the separate members may vary in size. Members are liable for the obligations of the company to third parties up to the amount of the participating interest they hold in the corporate capital. Corporate interests are freely transferable between members, whereas the transfer of such interests to non-members requires a majority of three-quarters in value of the capital, i.e. the consent of almost all other members. Unlike a joint-stock stock company, the capital of a limited liability company is not divided into shares, existing in a physical form as securities. A limited liability company does not have a collective management body (Board of Directors or Management Board), and such a company is managed single-handedly by one or more managing directors.
Required documents and information for the registration:
The price includes:
There are two forms of Limited Liability Company – first with more than one founder (partner) and second with only one founder (proprietor). The main difference between the two forms of LLC, namely LLC and SLLC, is the way of incorporation. While LLC requires at least two partners, SLLC is a legal entity which can be set up by a sole partner, who is the only proprietor.
On the other hand, the basic characteristic of LLC is that as a legal entity it is responsible for all obligations and debts only up to the amount of the registered capital. No additional liability can be attributed to its founders or managers. This is the reason why LLC is the most widespread legal entity in Bulgaria and is in contrast to the nature of the Sole trader, where the responsibility is unlimited.
Required documents and information for the registration:
- Information from the personal identity card (i.e. full name, number, date of issue etc.) of company’s sole proprietor (SLLC) or all copartners and managers in case of Limited Liability Company (LLC);
- The founder(s) are responsible for the choice of a company name;
- A registered address has to be pointed out;
- In the registration process each company shall specify the type of operations that are expected to form the company’s activity (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”;
- Name(s) of the manager(s) and their representative power;
- The amount of the capital – the minimum required by the law is 2 (two) leva;
- 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, Constituent meeting minutes, Notary certified consent with specimen of signature for each of the managers, Declaration in compliance with art. 142 Commercial Act;
- 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;
- An application signed by the manager.
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;
- A company stamp.
There are two forms of Limited Liability Company – first with more than one founder (partner) and second with only one founder (proprietor). The main difference between the two forms of LLC, namely LLC and SLLC, is the way of incorporation. While LLC requires at least two partners, SLLC is a legal entity which can be set up by a sole partner, who is the only proprietor.
On the other hand, the basic characteristic of LLC is that as a legal entity it is responsible for all obligations and debts only up to the amount of the registered capital. No additional liability can be attributed to its founders or managers. This is the reason why LLC is the most widespread legal entity in Bulgaria and is in contrast to the nature of the Sole trader, where the responsibility is unlimited.