Registration of a joint-stock company (JSC) is typically required when substantial funding is needed for the business or where specific statutes allow certain activities to be carried out only by a JSC.

Constitutive meeting

A joint-stock company may be formed by one or more natural or legal persons, whether domestic or foreign. Legal entities exercise their rights through their lawful representatives or authorised agents. Minors cannot be founders, but may become shareholders after the JSC has been incorporated.

All subscribers must attend the founding meeting. Shareholders may be represented by an attorney-in-fact holding a notarised power of attorney.

The Constitutive meeting adopts resolutions on:

• Incorporation of the joint-stock company;
• Adoption of the articles of association (bylaws);
• Allocation of formation expenses;
• Election of a Board of Directors under a one-tier system, or of a Supervisory Board under a two-tier system.

If the JSC is formed by a single person, a deed of incorporation is executed instead of holding a meeting.

Capital and shares

The minimum capital for registering a joint-stock company is BGN 50,000, and the minimum nominal value per share is BGN 1. For registration, each shareholder must pay in at least 25% of the nominal value of each subscribed share; the balance must be paid within the term set out in the articles, but no later than two years after the company is entered in the Commercial Register.

All capital contributions are made to a special accumulation account opened by the person elected as executive director. The bank may require originals of the minutes of the founding meeting, the articles, the list of shareholders, as well as identity documents of board members and shareholders pursuant to anti-money-laundering requirements.

Where the capital includes a non-cash contribution (contribution in kind), three experts appointed by the Registry Agency must value the contribution. If real estate is contributed in kind, the articles must be notarised. In this case, the valuation report, the contributor’s notarised consent, the declaration under Article 264 of the Tax and Social Security Procedure Code, and other required documents must be filed with the registration application.

Documents required for registration

To register a JSC in the Commercial Register, the following documents must be filed:

1. Application (Form A5)
2. Minutes of the Constitutive meeting;
3. List of shareholders who subscribed for shares in the capital;
4. Articles of association with personal data redacted except as required by law;
5. Minutes of the meeting of the Board of Directors or the Management Board electing the executive director;
6. Minutes of the meeting of the Supervisory Board approving the executive director;
7. Specimen signature of the executive director with notarisation;
8. Founders’ declaration under Article 160(2) of the Commerce Act;
9. Notarised declaration under Article 234 of the Commerce Act by each board member;
10. Declarations under Article 13(4) and (5) of the Commercial Register Act where filed by an authorised representative;
11. Certificate of paid-in capital;
12. Payment order for the state registration fee;
13. Power of attorney (if documents are filed by an authorised representative).

If a shareholder is another commercial company, a resolution of its competent corporate body approving participation in the JSC’s formation is required.

Election of the executive director and the Board of Directors

The Board of Directors or the Management Board elects the executive director, who may represent the company singly or jointly with others. The wording of the articles must be precise to prevent disputes among shareholders and protect their interests.

Before signing the documents, it is advisable to check the Commercial Register for an existing company with the same name, as an improper name choice is among the common reasons for refusal.

Filing with the Commercial Register

Registration documents for a JSC are filed exclusively online using a qualified electronic signature. The natural person elected as executive director may file the application. If there is more than one executive director with sole representation powers, any one of them may file; where joint representation is required, all must sign the application.

A lawyer with an explicit power of attorney may also file the documents, without the need for notarisation of the power of attorney or the application. An ordinary authorised representative may file the documents with a notarised power of attorney and notarised signature of the executive director.

State fees

The state fee for registering a joint-stock company in the Commercial Register is BGN 180.

Registration timeframe

The registration officer must enter the new JSC in the Commercial Register on the next business day after filing. Applications are generally processed with priority, though delays of 3 to 5 business days are possible.

If documents are missing or content discrepancies are found, the officer issues instructions, published on the Register’s website or sent by email. The instructions must be complied with within 3 days. Upon successful compliance, the new JSC is entered in the Commercial Register.

If an irremediable deficiency exists, the officer will refuse registration — for example, if a JSC with the same name already exists, or if the company’s objects require prior authorisation.

The refusal may be appealed within 7 days, through the Registry Agency, to the district court at the JSC’s registered seat.

Should you require further information, advice or assistance with registering a JSC, please contact us on +359 887 550 706 or at office@fblaw.pro