Company formation in Bulgaria what is the requirements and steps for start up in Bulgaria

Legal requirements for start up in Bulgaria and how to do a company formation (Ltd) in Bulgaria

Foreign citizens and enterprises can start businesses in Bulgaria under the same conditions as those applying to Bulgarian citizens and legal residents. The conditions are set in the Bulgarian Trade Act (TZ).

• Bulgarian Trade Act 

Business legal formsThe most popular types of companies registered by foreign citizens in Bulgaria are limited companies (OOD) and public companies (AD). The law also provides for other forms of businesses, such as sole traders, although in this case persons wishing to register as such must have Bulgarian permanent resident status.
Rules for running a businessCompanies wishing to go public must meet the requirements of the Public Offering of Securities Act (ZPPTsK) regarding information disclosure and the submission of accounts. All entities licensed by the Financial Supervision Commission or which have obtained a trading permit under the Public Offering of Securities Act (ZPPTsK), the Financial Instrument Markets Act (ZPFI) or the Special Investment Companies Act (ZDSITs) are subject to specific requirements as regulated in these acts and in a number of Finanical Supervision Commission regulations.

To succeed, a new business needs a sound commercial strategy and secure financing.

• Access to finance — Bulgaria

Some standard requirements to be completed when setting up a business are the same as when opening a branch.

• Branches — Bulgaria

Administrative proceduresRegistering a companyCommercial registrationTo operate a company in Bulgaria you need to register with the Central Commercial Register at the Registry Agency of the Ministry of Justice.

You will also need to register any subsequent changes to the company, including if the company winds up.

Registration has two purposes:

• incorporation (officially incorporating the company);
• information (the registration details are made available to the public).
• Commercial Register 
• Registry Agency 

Tax registrationVAT registration is either mandatory or optional. Every tax-liable person, whether established in Bulgaria or not, and who supplies goods or services different to those where the tax is payable by the recipient, must register for VAT.

Mandatory registration – Any tax-liable person with a taxable turnover of BGN 50 000 or more within the last 12 consecutive months prior to the current month must apply for VAT registration within 14 days of the end of the tax period.

• when supplying goods for assembly and installation – any persons established in another Member State but not established in Bulgaria, and supplying taxable goods for assembly or installation in Bulgaria, at their own cost or benefit, where the recipient is not registered for VAT; no more than 7 days before the supply takes place.
• distance sales of goods – any tax-liable person who supplies goods in Bulgaria in the form of distance sales; no more than 7 days before the date of the taxable supply event, where the total distance sales amount for the current year exceeds BGN 70 000.
• intra-Community acquisitions (ICAs) – any legal entity not liable for tax or tax-liable person not registered on any other bases and conducts ICAs on goods where the taxable ICA total for the current calendar year exceeds BGN 20 000; no later than 7 days before the taxable supply event.

Optional registration generally – anyone tax-liable person who does not meet the requirements for mandatory VAT registration is entitled to register.

ICA registration – any tax-liable/non-tax-liable legal entity that does not meet the requirements for mandatory ICA registration is entitled under this law to opt into ICA registration.

Distance sales registration – any tax-liable persons may register under this law, regardless of the total amount of distance sales made, by informing the tax authorities of the Member State where they are registered for VAT purposes that they would like to register Bulgaria as the place where such sales are made.

Registration by the tax authorities – if any person fails to submit a tax registration application form on time, the tax authorities shall register them by issuing a registration order. The person then registers by submitting an application form to the relevant regional office of the National Revenue Agency.

Applications can be submitted online, in person, by a person with statutory representative powers, a person with authority under the articles of association, an accredited representative, or a person explicitly authorised by power of attorney in accordance with the Tax and Social Security Procedural Code (DOPK). The tax authority shall verify the validity of the application within 7 days, and issue a document allowing, or giving grounds for refusal, to carry out the registration.

VAT registration of foreign persons, who are not established in Bulgaria but make taxable supplies in Bulgaria. Foreign persons must be registered through an accredited agent (with the exception of branches of foreign persons; they register under the general procedure). Administrative procedures:

• Competent bodies - National Revenue Agency regional directorates on:
• Applicants/supplicants/liable persons- physical or legal persons;
• Necessary documents – VAT registration application;
• Fees – according to the provisions of Article 3(3) of the National Revenue Agency Act (ZNAP), the Agency shall not charge fees for issuing and formalising documents and certificates.
• National Revenue Agency 

Specific proceduresTo register a public company in Bulgaria, the company prospectus must be submitted to the Financial Supervision Commission for its approval.

The Financial Supervision Commission issues licences or permits to operate as an investment agent, a management company, a special investment company, an investment company, to organise and manage mutual funds or to operate a regulated securities market. Permits.

The procedures for issuing permits and licences, and for approving prospectuses are set out in the the Public Offering of Securities Act (ZPPTsK), the Financial Instruments Markets Act (ZPFI) and the Special Investment Companies Act (ZDSITs).

Specific companies operating in the capital market have special legal requirements regarding their capital, organisation of their activities, management and internal control, and disclosing information to the public and the Financial Supervision Commission, and are also subject to special supervision under the Financial Supervision Commission Act (ZKFN).

• Financial Supervision Commission 

Points of Single Contact in BulgariaThe Services Directive is an EU law that facilitates companies who would like to provide services in the European Union — whether it be in their own country or elsewhere. The directive set the rules that apply to entrepreneurs who would like to start businesses orprovide temporary services within the EU/EEA (the 27 EU Member States plus Iceland, Lichtenstein and Norway). It requires Member States to eliminate needless bureaucracy, to simplify formalities for companies and to make public administrations more efficient.

In implementing the Directive, each Member State had to set up 'Points of Single Contact' (PSCs), online e-government portals that allow companies to carry out their administrative procedures online. PSCs provide comprehensive information on all administrative issues dealing with setting up or expanding service companies in any EU country. This includes, for example:

• Which licences, notifications or permits do I need to start a business in any EU country?
• What do I need to do when I want to offer my services abroad on a temporary basis?
• How do I apply for a licence? Which organisation is responsible for dealing with my application?
• Do I have to pay a fee? How long will it take to get my licence?
• What laws and regulations are applicable to my business sector?
• What do I need to do to set up, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a permanent office in that country?
• Where can I go for further advice and information?

Thanks to the PSCs, you no longer have to go to the individual offices of different authorities one by one!! PSCs allow you to find out all the information you need and to send your online applications to the responsible authority through one single access point, the PSC. You can complete administrative formalities online through the PSCs. Simply contact the PSC in the country you would like to start a business.

All PSCs are part of the European network EUGO; you can easily get in contact with all PSCs in Europe via the main website Of course, PSCs are only just one of the options available to you. You can always contact the relevant authorities directly.

• EUGO Network
• Central Point of Single Contact in Bulgaria 

ResourcesThe National Export Portal has been set up as a way to help Bulgarian business enter foreign markets and position themselves successfully.

• National Export Portal 

Help & adviceThe InvestBulgaria Agency provides information, advice and assistance to large investors who may benefit from various concessions and benefits.

• InvestBulgaria Agency 

SOLVIT helps businesses deal with problems that arise when national authorities wrongly apply EU market rules.

• Solvit - National centres

If you wish to establish a business or perform temporary cross-border services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway), turn to the‘Points of Single Contact (PSC)’ - Members of the EUGO network - that will help you tocomplete all necessary administrative procedures on-line! Get the information you need and submit your applications to the responsible authorities online. You no longer have to worry about contacting several different authorities one by one - the PSC will do it for you!

• EUGO network

How to register company in bulgaria - 
Source : http://europa.eu/