Corporate legal services
Registration of incorporation and changes
The launch of each successful business requires competent legal support for registration of your company. This practically means careful selection of an appropriate legal form for the company, in accordance with its principal activities, capital and aims. Therefore, the incorporation of a limited liability company (OOD) may be more appropriate and preferred to a joint-stock company (AD). Sometimes however, the bigger capital, the wish for greater anonymity of investors (shareholders), and the preferred possibility for flexible transfer of the company’s capital may support the choice of incorporating a joint-stock company (AD), for instance. Apart from the selection of a legal form for the company, it is important to create Articles of Association which best fit the founders’ preferences and meet their understanding of flexibility and due management of the business entity – for instance, permission for simplified decision-making for a certain type of decisions when the law requires qualified decision-making, terms and methods for profit distribution, obligation for contributions and all aspects that will best meet the needs of the company’s future operations. After clarifying matters regarding the format, incorporation and other adjacent issues, we will perform on your part all actions related to the preparation of documents and registration in the Commercial Register and the Register of Non-Business Legal Entities. Through our constant work, including almost weekly registration of changes and act announcements, we are familiar with all specifics of the procedures, the e-services and the practice of the registration officials, including the specifics of limited liability companies, joint-stock companies, and companies with public offering of securities.
The team of Nikolaev and Partners has experience in servicing public entities, acquired during our lawyers’ work at one of the biggest companies traded at the Bulgarian Stock Exchange. We know the specific requirements of the Public Offering of Securities Act, Regulation 596 and other legislation in this area. We are experienced in convening and holding general meetings of shareholders, including ones for making decisions within the scope of Art. 114 of POSA. We have practical experience in performing all procedures in a public company’s regular activities, as well as specific ones – for instance, voluntary deregistration of the company from the FSC register when the client no longer needs to have a public status. We possess the knowledge and experience needed to be a trusted partner to any public company.
Frequently Asked Questions
In the case of capital companies, the minimum contribution for the founding capital is BGN 2 for Ltd – limited liability company and BGN 50,000 for AD - joint-stock company. The law allows AD to be initially established with a capital of BGN 12,500 and deadline for its import from 2 years.
In the most general case, if the company does not carry out activities for which a license is required, there are no special requirements for the manager/director (for education, citizenship, etc.) – as long as he is an adult and has not been a manager, member of a management or control body of a company dissolved due to bankruptcy. Depending on the activity of the company, there may be special requirements regarding the management bodies - managers, directors.
All documents related to the establishment of the company can be submitted electronically to the Commercial Register at the Registration Agency. However, for the establishment itself, the law requires a form and notarization of specific documents, which cannot be signed electronically - the consent of the managers and directors in the case of OOD and JSC, and the partnership agreement in the case of general and limited partnerships.