The registration of a joint-stock company (AD) is usually required where significant funds are needed for the business activity, or in order to meet the requirements of specific laws that permit certain activities to be carried out solely by a joint-stock company (AD).
Constituent Meeting
The establishment of a joint-stock company may be carried out by one or more natural and legal persons, both domestic and foreign. Legal persons exercise their rights through their legal representatives or authorised persons. Minors under 14 and minors aged 14 to 18 may not be founders, but may become shareholders after the establishment of the AD.
All persons who subscribe for shares must attend the constituent meeting. Shareholders may be represented by a proxy holding a notarised power of attorney.
At the constituent meeting, decisions are taken on:
- The establishment of the joint-stock company;
- The adoption of the articles of association;
- Determining the costs of establishment;
- The election of a board of directors under a one-tier management system, or of a supervisory board under a two-tier system.
If the AD is established by a single person, a deed of incorporation is drawn up instead of a meeting.
Capital and Shares
The minimum capital for the registration of a joint-stock company is BGN 50,000, and the minimum nominal value of a share is BGN 1. For registration, each shareholder must pay in at least 25% of the nominal value of each subscribed share, with the remainder being paid within a period specified in the articles of association, but no longer than two years after the entry of the company 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 the originals of the minutes of the constituent meeting, the articles of association, the list of shareholders, as well as identity documents of the members of the boards and the shareholders in accordance with the requirements for measures against money laundering.
Where the capital includes a non-monetary contribution (contribution in kind), three experts are appointed by the Registry Agency to value the contribution. In the case of a contribution in kind of real estate, the articles of association must be notarised. In this case, the valuation by the experts, a notarised consent from the contributor, a declaration under Article 264 of the Tax and Social Insurance Procedure Code (ДОПК) and other necessary documents are enclosed with the registration application.
Documents Required for Registration
The following documents are submitted for the registration of an AD in the Commercial Register:
- An application (template А5);
- Minutes of the constituent meeting;
- A list of the shareholders who have subscribed for shares of the capital;
- The articles of association with personal data redacted, except for those required by law;
- Minutes of a meeting of the board of directors or the management board for the election of an executive director;
- Minutes of a meeting of the supervisory board approving the executive director;
- A notarised specimen of the signature of the executive director;
- A declaration under Article 160, paragraph 2 of the Commerce Act by the founders;
- A notarised declaration under Article 234 of the Commerce Act by each member of the boards;
- Declarations under Article 13, paragraphs 4 and 5 of the Commercial Register Act where the filing is made by a proxy;
- A certificate of paid-in capital;
- A payment order for the state fee for registration;
- A power of attorney (if the documents are submitted by a proxy).
If a shareholder is another commercial company, a decision by its competent body for participation in the establishment of the AD is required.
Election of an Executive Director and Board of Directors
The board of directors or the management board elects the executive director, who may represent the company individually or jointly with others. The wording in the articles of association must be precise in order to prevent disputes between shareholders and to protect their interests.
Before the documents are signed, it is advisable to check the Commercial Register for the existence of a company with the same name, since an incorrect choice of name is among the common reasons for refusal.
Submission of the Documents to the Commercial Register
The documents for the registration of an AD are submitted only electronically, with an electronic signature. The person elected as executive director may personally submit the application. If there is more than one executive director with the right of individual representation, the application may be submitted by one of them. Where the directors represent the company jointly, they all sign the application.
An attorney with an express power of attorney may also submit the documents, without notarisation of the power of attorney and the application being required. An ordinary proxy may submit the documents with a notarised power of attorney and the signature of the executive director.
State Fees
The state fee for the registration of a joint-stock company in the Commercial Register is BGN 180.
Time Limit for Registration
The registration official must enter the new AD in the Commercial Register on the next working day after the documents are submitted. Applications are usually processed as a priority, but delays of 3 to 5 working days are possible.
If there are missing documents or discrepancies in the content, the official issues instructions, which are published on the register's website or sent by e-mail. The instructions must be complied with within a 3-day period. Upon successful compliance, the new AD is entered in the Commercial Register.
In the case of an irremediable defect in the documents, the official refuses the registration. For example, if there is already a registered AD with the same name, or a subject of activity that requires prior authorisation.
The refusal may be appealed within a 7-day period before the regional court at the seat of the AD, through the Registry Agency.
Should you require additional information, a consultation or assistance with the registration of an AD, contact us by telephone: 0887550706 or by e-mail: [email protected]
