Registration of an Limited Liability Company (OOD) - a company of two or more owners (for BG nationals)

1. Fill in the details of the future company according to the form below and pay the attorney’s fee. Currently, you can pay by bank transfer. At your request, you can pay the state fee for the Commercial Register along with the attorney’s fee.

2. We will contact you within one working day. At a convenient day and time for both parties, we will conduct the legal consultation and clarify all details, after which we will start working on the service performance.

3. We will send you the drafted documents with detailed instructions. You review and sign them, then visit the nearest notary and choose a bank to open a capital subscription account. If you have not added the state fee to the request fee, you must pay this fee to the Commercial Register’s bank account. Otherwise, we cannot submit the documents.

4. You return all the documents to us. The easiest way this to be done is by scanning the documents and sending them to us via email. You can also deliver them at our office address personally or send them by courier.

5. You receive confirmation for the completed registration of the EOOD and the start of your business.

You can learn more about the service performance conditions in the “OUR COMMITMENT” section below.

Our commitment includes:
• Legal consultation on your future business. This can be done in person at our office, or via phone and video call as well;
• Creation of all necessary legal documents (article of incorporation, declarations, protocols, etc.), and assistance with the bank and notary, if necessary as well;
• Review of the documents once we receive them back from you;
• Submission of the documents to the Commercial Register and tracking of the application until the company registration is complete;

Our commitment does not include consultations on accounting issues or preparation of documents that are not of a legal nature.

The service request submission is equivalent to entering into a contract for legal protection and assistance with the Law Firm “Legal Masters – Nedeva and Yordanova.” This obliges us to provide you with the service, provided that you have paid the attorney’s fee and provided us with all necessary documents.

What expenses will there be in addition to the attorney’s fee?

When registering an EOOD electronically, you save 50% of the state fee. You pay 55 BGN instead of the full amount of 110 BGN. In addition, a notary fee of 6 BGN is due for the attestation of the signature of the manager and the bank fees for opening a company account, which depend on the bank you choose for that purpose. In our opinion, your additional expenses should not exceed 100 BGN.

Service Performance Timeframe

We register the company in the Commercial Register within 3 working days of the receipt of all necessary documents, unless we have agreed on a different deadline. Usually, the register enters the company within 1-2 working days of the submission date of the application.

Obligation of Confidentiality

Any information intended for the performance of the service provided, including such acquired through email and telephone, shall be deemed confidential and could not be an object of disclosure under the Attorney Act.

What will the name of the company be?

You have complete freedom to choose a name. However, the company name should not coincide with the name of another company already registered or mislead others about that name.

You can check occupied names on the Commercial Register website www.portal.registryagency.bg -> Registers -> Commercial Register and Non-Profit Legal Entities Register -> Inquiries -> Rights on firm/name, or you can email us at contact@legalmasters.bg and we will perform this check for you.

How much capital will the company have and how will it be distributed among the partners?

Capital is the monetary contribution that each partner must bring in according to the needs of the company when starting its commercial activity. The contributed capital becomes the property of the company. The company uses this money to buy their first goods and pay its initial expenses.
The shares in the capital determine the volume of the rights of each of the partners in the decision-making process. A partner with a capital of 70% will always prevail in decision-making over the partner owning the remainder of 30%.
The minimum capital for registration of OOD is 2 BGN. We do not advise you to start a company with such a small capital.This is unrealistic in terms of initial expenses, does not inspire confidence and trust among other traders. In some cases, it may be difficult to get funding.
It is possible for the capital to be a non-monetary contribution – items, immovable property, receivables. If you consider it as appropriate to make a non-monetary contribution, the procedure is quite different, so please contact us in advance at contact@legalmasters.bg.

What should be the subject of the activity and the office address registered?

Subject of activity is a term used to describe broadly the scope of the future business activities of the company. You will receive assistance from us for the exact wording. The wording that has been used does not limit the type of business you can do in practice.
However, the registered office address should be carefully specified because it is of great importance for the place of delivery of the relevant company documents and books. That is why the address should be kept accessible and up-to-date.

Who will manage the company?

Usually, the partners appoint one of them to manage the company, but they can also choose a third party. It is also possible for the company to have more than one manager, in which case the general meeting of partners decides how the managers will act when concluding transactions and disposing property.

Do we really want to make decisions without a notarization?

In general, the general meeting of partners make legal decisions for their company when signing protocols without notarial attestations. However, for some decisions, such as changing the manager or accepting a new partner, the law requires notarization of the signature and content. If this is inconvenient for any of the partners, for example, if they live abroad, or if the partners do not want to incur additional expenses for a notary, the articles of incorporation and association may provide for the exclusion of notarization. Unless absolutely necessary, we advise against excluding notarization and keeping it. It provides greater legal security and protection against abuses.

Should the company be registered under VAT regime?

We would reccomend to think about the answer of this question prior to the company registration, as the registration under the VAT Act – either general or specific about the services in the EU might be requested along with the initial registration of the company with the Commercial Register.