As of 15 December 2024, the Commercial Register now accepts applications for the registration of a DPK – a variable-capital company. This type of commercial company is particularly well suited to start-up companies, as well as to foreign investors who wish to set up their own company in Bulgaria. The form is a kind of hybrid between an OOD and an AD – appreciably more flexible than they are in terms of operational management and administrative burden, yet at the same time providing solid protection for the interests of both the partners and the investors.
A variable-capital company may be established by both Bulgarian and foreign natural and legal persons.
There is NO minimum capital requirement for the incorporation of a DPK.
The capital may also be paid in in cash against a receipt, i.e. it is not obligatory to open a special capital subscription bank account.
The shares held by the partners in the capital may not have a nominal value of less than 1 stotinka.
A DPK may issue shares of different classes. The shares within one and the same class must have the same nominal value, but the classes may differ from one another in nominal value. Where preferential shares are provided for, all shares in that class must confer identical rights.
The Commerce Act gives the partners very broad freedom to regulate their internal relations and to provide for special rights for particular persons – for example the right of first refusal, drag-along or tag-along rights, and the like. This calls for careful consideration and precise drafting of the text of the articles of association.
The company may be managed by a single manager, by several managers or by a management board. No minimum mandatory number of members of the management board is prescribed. Its composition may include both a natural person and a legal person.
A more detailed overview of the specifics of the DPK can be found in our articles "Variable-Capital Company" and "DPK or OOD – Which Company to Choose?".
REQUIRED DOCUMENTS
In order to register a DPK in the Commercial Register, the following documents are required:
Application, form А19
Minutes of the constituent meeting
Articles of association, including a copy thereof with personal data redacted
Minutes of the management board on the election of an executive director – where the company is managed by a management board
Declarations under Article 260а(2) of the Commerce Act from the founding partners
A notarised declaration under Article 260ц(4) of the Commerce Act from the manager or from the members of the management board
A notarised consent and specimen signature of the manager, or of the person elected as executive director if management is exercised by a management board
A declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act
A declaration under Article 13(5) of the Commercial Register and Register of Non-Profit Legal Entities Act, where the documents are filed by an authorised representative
A payment order for the state registration fee paid
A power of attorney, if the documents are filed by an authorised representative
Where a founding partner is a legal person (for example a commercial company, an association or a foundation), a decision of its competent body on participation in the incorporation of the DPK must also be submitted. If that legal person is foreign, a certificate of current status is also required.
Where a legal person is elected as manager or as a member of the management board, it must designate a representative – a natural person – through whom it will perform its duties in the management body.
No documents evidencing the payment of the capital by the founders are required. If, however, one of the founding partners makes a non-cash contribution to the capital, his written consent with a detailed description of the contribution is attached to the form А19, together with notarial certification of the signature where the law provides for a notarial form for the creation or transfer of the contributed right.
FILING THE DOCUMENTS WITH THE COMMERCIAL REGISTER
The documents for registering a DPK may be filed on paper at any office of the Registry Agency, regardless of whether or not it is located at the company's registered seat.
Alternatively, the documents may be filed electronically with a qualified electronic signature, in which case a 50% reduction in the amount of the state fee applies.
The form А19 and the accompanying documents may be filed personally by the manager or by the executive director.
An attorney who holds an express written power of attorney may also file the registration documents. In this case, no notarial certification is required either for the attorney's power of attorney or for the form А19 itself.
Where the documents are filed by another authorised representative, that person must be authorised by an express notarised power of attorney. In this scenario, the form А19 must also mandatorily bear the notarially certified signature of the manager or the executive director.
The entry of the company in the Commercial Register is made on the first following working day after the documents are filed.
STATE FEES
The fee for registering a DPK is BGN 110 where the documents are filed on paper at an office of the Registry Agency.
Where the form А19 is filed electronically, the amount of the fee is BGN 55.
If you need legal advice or assistance with registering a variable-capital company, contact us on 0887550706 or by e-mail: [email protected]
