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In the dynamic world of business, starting a successful company begins with one key decision - the correct registration of the company. Elan Consulting offers an innovative online service that transforms this process, making it not only easy and affordable, but also extremely convenient for entrepreneurs from all over Bulgaria and the world. Our dedicated online platform allows registration of all types of commercial companies in Bulgaria - by Ltd.with one or more owners of the capital, be they Bulgarian citizens or foreigners, to joint-stock companies, companies with variable capital, as well as the unique opportunity to create a branch or subsidiary of a foreign company. Our goal is to provide an unhindered path to business success by providing all necessary registration services and support in line with the most current legal requirements and administrative procedures in the country. With Elan Consulting, you step on a firm footing in the business world, backed by professional expertise and reliable support at every stage of your company's registration.
Elan Consulting offers and free assistance with company registration, for selected clients who conclude a 3-year contract for accounting servicesand plan to carry out serious activities in Bulgaria. For more information, you can contact us before requesting the service!
In the next 10 points, we will examine in detail the process of online company registration in Bulgaria, focusing on all the key aspects that are necessary for the successful incorporation and start-up of a business. We will discuss the different legal forms of companies you can choose and how to make the right choice according to your needs and goals. Next, we will dwell on the cashier's bank account, when it is needed and what are the features of opening it.
We will proceed with detailed instructions for preparing the necessary documents and how to choose a unique name for your company that will comply with the legal requirements. Next, we will explain the process of registration in the Commercial Register and selection of manager and management address.
Particular attention will be paid to determining the subject of activity, how to contribute capital and how to register for tax purposes, including mandatory or voluntary registration under the VAT Act. We will also consider registration with the National Revenue Agency (NRA) and social security institutions.
Next, we'll move on to opening a bank account and the benefits of e-banking, and finally we'll end up looking at the taxation of the different types of businesses, which is a critical aspect for financial planning and the long-term stability of your business. Each of these steps will be explained in detail to ensure a complete understanding and readiness to successfully launch your business.
When choosing the legal form of the company in Bulgaria, it is extremely important to consider the various possibilities offered by the Commercial Law (TC). The main forms include sole proprietor (ET), limited liability company (LTD), sole proprietorship limited liability company (EOOD), joint-stock company (AD), limited partnership (CD) and variable capital company (DPC).
According to Art. 56, para. 1 of the TC, limited liability companies (LLC) and sole proprietorships with limited liability (EOOD) are among the most popular legal forms, as they provide limited liability to the partners up to the amount of the contributed capital. In Art. 60, para. 1 of the TC it is indicated that the minimum capital for these companies is 2 leva, which makes this form accessible and preferred by many entrepreneurs.
In contrast to Ltd. and EOOD, joint-stock companies (JSC) pursuant to Art. 161, para. 1 of the TC require a significantly higher minimum capital, which is currently set at BGN 50,000. Joint-stock companies provide the ability to allocate capital into shares, which facilitates the attraction of investors, but also requires a more complex organizational structure and management mechanisms.
A variable capital company (SCC) is an innovative form that allows a change of capital without requiring a change in the memorandum of association. According to Art. 122, para. 1 of the TC, DPC can increase or decrease its capital without the need for special decisions of the general meeting, which makes it extremely flexible for start-ups and fast-growing companies.
In addition, when registering a company with variable capital, it is not required to deposit it in a bank when it is incorporated and, accordingly, a bank account is not required!
Sole proprietors (ET) are another commonly chosen form, especially for small and medium-sized businesses. According to Art. 56, para. 1 of the TC, they do not require a minimum capital, but they take personal responsibility for the obligations of the company, which carries a potential risk to their personal assets.
When choosing a legal form, it is also necessary to take into account the tax consequences. The taxation of companies is regulated in the Corporate Income Tax Act (Corporate Income Tax Act) and the Personal Income Tax Act (ZDDFL). According to Art. 20 of the CPA, companies are subject to a corporate tax of 10% on profits. However, in the case of ET, taxation is carried out in accordance with the ZDDFL, and income is taxed on a progressive scale, with the final rate being up to 15%.
A collection bank account is a special account opened in a bank for the purpose of temporarily storing the capital necessary for the establishment of certain types of commercial companies. This account serves to certify to the competent authorities that the required capital has actually been contributed before the registration of the company in the Commercial Register.
According to Art. 67 (1) of the Commercial Law, when establishing a limited liability company (LLC) or a sole proprietorship limited liability company (EOOD), the capital must be fully contributed before the company is entered in the Commercial Register. Similarly, Article 174 (1) of the Commercial Law requires joint-stock companies (JSC) to contribute at least 25% of the subscribed capital prior to registration. To do this, a collection account is opened, into which the required amount is deposited, and the bank issues a certificate of the contributed capital, which is attached to the registration documents.
On the other hand, when forming a company with variable capital (DPC), the contribution of start-up capital is not required, therefore the opening of a fundraising bank account is not necessary. This advantage is regulated in Art. 113, para. 1 of the Commercial Law, where it is indicated that the capital of DPC may vary depending on the needs of the company without a pre-fixed amount.
The procedure for opening a cashier bank account requires the presentation of a memorandum of association or a decision on the incorporation of the company, as well as personal documents of the founders. After the successful registration of the company in the Commercial Register, according to the ZTRRULNC, the collection account is converted into a current company account, and the funds become available for use in the company's activities.
Assistance with opening a bank account is included in the price of the service, but not bank fees!
Preparing the necessary documents for company registration is the next critical step that requires attention to detail and compliance with all legal requirements. Depending on the chosen legal form of the company, the requirements for the documents may vary, but the general principles remain the same.
When it comes to a limited liability company (LTD) or a sole proprietorship limited liability company (EOOD), the main document to be prepared is the company agreement or the memorandum of association, according to Art. 114 of the Commercial Law. This document contains the basic rules for managing the company, as well as the rights and obligations of the partners or the sole owner. It should describe the subject of activity, the amount of capital, the contributions of the partners, as well as the manner of management of the company.
For joint-stock companies (JSC), the law requires the preparation of a charter, which includes similar provisions, but also adds information about the type and number of shares to be issued, as well as the rights associated with them. According to Art. 174, para. 1 of the Commercial Law, before registration, at least part of the capital of the company must be contributed, and this must be certified by a document from the bank.
In the case of registration of a company with variable capital (DPK), the founders do not need to contribute capital before registration, but it is still necessary to draw up a company agreement that regulates the management of the company and ways to change capital in the future. This is required by Art. 113 of the Commercial Law.
In addition to these basic documents, the law also requires other documents, such as minutes of the constituent meeting (when establishing an LLC or AD with more than one partner or shareholder), a list of partners or shareholders, as well as notarized samples of the signatures of the managers or executive directors. All these documents must be prepared in accordance with the requirements of the Law on the Commercial Register and the Register of Non-Profit Legal Entities (ZTRRULNC) in order to be admitted for entry in the Commercial Register.
In addition, when registering a company, it is also important to take into account tax aspects, such as registration under the Value Added Tax Act (VAT) and the Corporate Income Tax Act (CPA). If your company is subject to mandatory VAT registration, an application for registration must be prepared, which is submitted to the National Revenue Agency (NRA).
Elan Consulting offers comprehensive assistance in the preparation of all necessary documents, and our experts will take care of the preparation of all legal and accounting documents that are necessary for the successful registration of your company.
Within the framework of our service, we provide not only the preparation of documentation, but also full coordination with notaries, banks and other institutions, all of which is included in the price of the service.
Choosing a company name is an important stage of registration, as the company name is an essential element of its identity and must meet a number of legal requirements. According to the Commercial Law, the name of each company must be unique and must not coincide or be similar to the names of already registered companies, so as not to create confusion among customers and partners.
According to Art. 7, para. 1 of the Commercial Law, the name of the company must reflect its legal form, such as “Ltd” for a limited liability company or “AD” for a joint-stock company. It is important to keep in mind that the name must be in Cyrillic, unless it is a foreign company that registers a branch in Bulgaria. In this case, the name may be in Latin, but it must be supplemented with a translation into Cyrillic.
In addition, the name must not contain misleading or misleading words that could mislead about the company's activities. For example, the use of terms such as “bank”, “insurer” or “investment intermediary” is allowed only if the company holds the relevant licenses and permits provided by law.
To ensure the uniqueness of the chosen name, it is necessary to make a check in the Commercial Register. This can be done online, through the Registry Agency system. If the name is free, it can be reserved for a certain period, which provides time for the preparation of the remaining documents for registration.
The Law on the Commercial Register and the Register of Non-Profit Legal Entities (ZTRRULNC) stipulates that the application for registration of a new company must also include information about the reserved name. This is necessary in order to avoid cases where two companies submit documents for registration with the same name at the same time.
Elan Consulting provides full assistance in the selection and verification of the name of your company. Our experts will make sure that your chosen name meets all legal requirements by carrying out all necessary checks in the Commercial Register and reserving the name for you if necessary. We will take care of all the formalities related to the registration of the name, all of which is included in the price of the service.
Registration in the Commercial Register is a key point in the process of setting up a company, and all necessary documents must be submitted correctly and on time for the company to be legally recognized. The Commercial Register is a centralized database managed by the Registry Agency, where all commercial companies in Bulgaria are registered.
According to the Law on the Commercial Register and the Register of Non-Profit Legal Entities (ZTRRULNC), every new company must submit an application for registration, which includes all necessary documents, such as a company contract or memorandum of association, certificate of contributed capital (for Ltd, EOOD and AD), and other documents, depending on the legal form of the company. It is important that all documents are prepared correctly so that the application is accepted without delay or refusal.
One of the most important documents to be submitted is a declaration by the company managers that they were not managers or members of the governing bodies of companies declared bankrupt, pursuant to Art. 141, para. 8 of the Commercial Law. This declaration is necessary to confirm that the persons who will manage the newly formed company have a good reputation and have not been involved in the management of bankrupt firms.
The application for registration must also include information on the name of the company, the address of management, the subject of activity, as well as details of the managers or executive directors. These data are important for the identification of the company and for ensuring its transparency to government authorities and the public.
The selection of a manager and the determination of a management address are essential aspects of the company registration process, as these decisions have a long-term impact on the functioning and management of the company. The company manager is the person who will represent the company before third parties, state institutions and partners, being responsible for its daily management and the fulfillment of its obligations under the law.
According to the Commercial Law, the manager of the company must be elected by the general meeting of shareholders (for the LLC) or by the sole owner of the capital (for the EOOD). The choice of a manager must be reflected in the company agreement or the memorandum of association, as well as in the minutes of the meetings of the partners. The manager can be both one of the partners and an external person hired for this position.
In the case of joint-stock companies (JSC), the board of directors or the board of directors (depending on the management system chosen) appoints an executive director or manager. The law requires the managers of AD and OOD to declare to the Commercial Register that they are not deprived of the right to hold this position according to Art. 234 and Art. 141 of the Commercial Law.
The company's management address is another key element that must be clearly defined in the registration process. This is the address where the main activity of the company will be carried out and where its central administration will be located. The management address must be registered in the Commercial Register and must comply with legal requirements. It is important to take into account that the address of management should not necessarily coincide with the place where the main commercial activity of the company is carried out. This may be an office of the company or another place where documents are stored and administration is carried out.
The Law on the Commercial Register and the Register of Non-Profit Legal Entities (ZTRRULNC) stipulates that any changes in the management or address of the company must be entered in a timely manner in the Commercial Register in order to avoid administrative penalties and problems with state authorities.
Elan Consulting offers full assistance in the selection of a manager and the determination of a management address, providing professional advice and legal assistance to meet all legal requirements. Our team will prepare the necessary documents, including protocols and declarations, and file them with the Commercial Register on your behalf. Everything related to this process — from the selection of a manager to the registration of the management address — is included in the price of our service, so you can count on us for comprehensive support and successful completion of all formalities.
Determining the company's subject of activity is a key step in the registration process, as this choice defines what activities the company will be able to legally carry out and has a direct impact on its taxation and legal regime. The subject of activity is entered in the Commercial Register and must be accurately and clearly formulated, corresponding to the business plans and objectives of the company.
According to the Commercial Law, the subject of activity is defined in the Memorandum of Association or the company agreement and includes both the main activity of the company and any additional activities that the company plans to carry out. It is important to indicate all the activities that may be essential for the company, since any activity that is not expressly mentioned can only be carried out after subsequent entry in the Commercial Register.
The subject of activity should be formulated so that it does not contradict the legislation and does not include activities that require a special license or permit, unless the company has such documents. For example, if the company plans to carry out activities in the field of insurance, banking or other regulated industry, the special requirements of the relevant legislation must be observed.
The capital and contributions of the partners are a fundamental aspect of the formation of a commercial company, especially when it comes to limited liability companies (LLC) and sole proprietorships with limited liability (EOOD). They determine the financial stability of the company and guarantee its solvency when starting the activity.
According to the Commercial Law, the minimum amount of capital for Ltd. and EOOD is BGN 2. This capital consists of the shares of the partners, which can be both cash and non-cash contributions. Each partner participates in the capital with a certain share, which is recorded in the company agreement or the memorandum of association. The capital of the company must be paid in full before registration in the Commercial Register, and this is certified by a document from the bank where the collection account is opened.
Non-monetary contributions, according to Art. 72 of the Commercial Law, must be assessed by an expert appointed by the court. This is important to ensure that the value of the contributions corresponds to their real market price. These contributions may include property, rights or other assets that will be used for the activities of the company.
In joint-stock companies (JSC), the capital is divided into shares, and the law requires a minimum capital of BGN 50,000. At least 25% of this capital must be contributed before the registration of the company. Each share represents a share of the capital and carries rights to dividends and participation in the management of the company. Like an LLC and an EOOD, contributions can be cash or non-cash, the latter also subject to assessment.
The registration of capital and contributions is an essential part of the procedure for registering the company in the Commercial Register. In case of incomplete or incorrectly contributed capital, registration may be refused or postponed, which can lead to significant delays in starting the company's activities.
Elan Consulting offers full assistance in determining and depositing the capital of your company, including opening a collection account, coordinating with the bank and preparing all necessary documents for entry in the Commercial Register. Our experts will advise you on the most appropriate forms of contributions and ensure that all procedures are carried out in accordance with the law. The valuation of non-cash contributions can also be organized by our team in cooperation with an expert who will carry out an independent assessment of assets.
Taxation and insurance obligations of companies and their owners depend on the legal form of the company. The main laws that regulate these issues are the Corporate Income Tax Act (CSO), the Personal Income Tax Act (ZDDFL) and the Social Security Code (CSD).
Limited liability companies (Ltd. and EOOD) are subject to corporate income tax at the rate of 10%, according to the CPA. If the company distributes dividends, they are subject to an additional tax on dividends in the amount of 5%. The managers of these self-insured companies can choose on which insurance income to pay insurance, with the minimum threshold being BGN 933, according to the CSR.
For sole traders (ET), taxation is carried out in accordance with the ZDDFL, where income is taxed at a progressive rate of up to 15%. ET and self-insured persons pay insurance on their entire taxable income, which means that their insurance contributions are calculated on all income, with no upper limit. These persons owe pension, health and other social insurance in accordance with the requirements of the CSR.
Joint Stock Companies (JSC) are also subject to a corporate tax of 10%, with dividends subject to a 5% tax. The managers of these companies can choose on which insurance income to insure themselves, again the minimum insurance threshold is 710 leva.
In the case of variable capital companies (LCCs), the same taxation rules apply as in the case of LLC and EOOD. PPP managers can also choose on what income to insure themselves. Holders of shares in the DPP who are not managers do not owe insurance unless they carry on activities as self-employed persons.
It is important to note that the owners of companies who are not managers do not owe pension and health insurance unless they are engaged in labor activity in the company and are registered as self-insured persons.
This means that if you register a variable capital company or a limited liability company, only the manager will owe insurance and can choose to pay the minimum amount (about 290 BGN health and pension insurance in total) instead of paying insurance on the entire income of the company (or for its activities).
Elan Consulting offers comprehensive assistance in determining the tax and insurance obligations of your company and its managers. We will take care of the correct application of tax laws, advise you on the optimal insurance solutions and ensure correct implementation of all the requirements of the ZKPO, ZDDFL and CSR. All these services are included in the price of our assistance, which gives you confidence that your company will be registered and managed in accordance with all legal requirements.
VAT registration is an important aspect of the activity of any company and should be carried out in accordance with legal requirements in order to avoid penalties and improper tax treatment. The Value Added Tax Act (VAT) regulates the circumstances in which a person or company must register for VAT, as well as the terms and procedures for such registration.
According to Art. 96 (1) of the VAT Act, the obligation to register for VAT arises when the person or company realizes a taxable turnover of more than BGN 100,000 for the last 12 consecutive months. The taxable turnover includes all supplies of goods and services which are subject to VAT, with the exception of exempt supplies which do not form part of that turnover. In such a case, the registration must be made within 7 days of the expiration of the month in which this turnover was reached.
In addition to mandatory registration due to reaching the threshold of BGN 100,000, there are other situations in which VAT registration is mandatory:
Optional registration, pursuant to Art. 100 of the Value Added Tax Act (VAT), provides an opportunity for persons who have not reached the taxable turnover of BGN 100,000 to register voluntarily for VAT. This can be a strategic move for companies that plan to carry out transactions with other VAT registered persons or who plan to make significant investments in their development.
Voluntary VAT registration allows the company to charge VAT on its sales and at the same time reimburse the VAT paid on the purchases made. This is particularly useful for businesses that do business with other VAT registered persons, as they can use the tax credit to reduce their costs. In addition, voluntary registration can be advantageous for companies that plan to purchase significant assets or make large investments, thus they can recover the VAT paid on these purchases.
Registration must be carried out within the time limits specified in the law, these may vary depending on the specific situation. For example:
Elan Consulting provides full assistance in VAT registration, including preparation of the application and all necessary documents, submission of documents to the NRA and coordination with the tax authorities. We also provide follow-up accounting services, which include bookkeeping, filing VAT returns and consulting on the optimization of tax liabilities.
Elan Consulting is your reliable partner for online company registration in Bulgaria, because we offer comprehensive and professional assistance, which ensures that every step of the process is executed correctly and in accordance with the current legislation. From choosing the legal form of the company to VAT registration, we take care of all the details, giving you the peace of mind and confidence that your business will be registered correctly and on time.
When registering a company, the choice of legal form is critically important, as each form has specific legal requirements and tax obligations, as regulated in the Commercial Law. We advise you on the most appropriate form for your business (Ltd, EOOD, JSC, DPK) and prepare all necessary documents, including a Memorandum of Association or a company contract, as required under Art. 114 of the Commercial Law.
Opening a bank account and depositing the capital are mandatory steps for the registration of the Ltd and EOOD, according to Art. 67 of the Commercial Law. We take care of the coordination with the bank and that all required documents are submitted on time.
Elan Consulting takes care of the submission of the application in the Commercial Register, including the entry of the management address and the selection of the manager. According to Art. 141 of the Commercial Law, we guarantee that all requirements for the manager and the address of management are met correctly.
We advise you on the taxation and insurance obligations of your company in accordance with the Corporate Income Tax Act (CPA) and the Social Security Code (CSC). Company managers can choose on what insurance income to insure, which is key to optimizing costs.
Elan Consulting provides full assistance in VAT registration, including voluntary registration under Art. 100 of the VAT Act, which can be extremely useful for companies planning significant investments or transactions with other VAT registered persons.
With Elan Consulting you receive not only legal and accounting expertise, but also comprehensive support during the entire registration process of your company. We take care of all the formalities and guarantee that your business will be registered according to all legal requirements, while giving you the opportunity to focus on the successful launch and development of your business. All the services we have mentioned are included in the cost of our cooperation, which makes Elan Consulting the best choice for your online company registration in Bulgaria.
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