The Limited Liability Company (OOD) in Bulgaria
The Limited Liability Company is determined in Article 113 of the Commercial Code of Bulgaria (Bulg.: Дружество с ограничена отговорност, short: ООД) as a company found by one or more persons who is/are liable for his/their company with his/their deposits of the capital of the company.
Also in the form of a one-man company with limited liability (Bulg.: Еднолично дружество с ограничена отговорност, short: ЕООД), thus a company with only one member, the company with limited liability remains a legal person belonging to the capital companies.
Foundation of a company with limited liability
The company with limited liability may be found by private or legal persons. The involved persons may be as well domestic and foreign. The company with limited liability is formed in line with Article 115 BHG based on a company agreement following a commercial register of the company.
For the foundation of a Limited Liability Company it is necessary for it to be recorded in the commercial register, to deposit the subscribed capital stock and to dispose of a nominated director. The director is entitled to apply for the company`s commercial register.
- According to Article 114 BHG the company agreement must be concluded in written form.
- The constitutive form includes the following information:
- Legal name, place of business and address of the company;
- Line of business and period of the agreement;
- The name resp. the legal name, the actual identification code of the members (EIK);
- The amount of nominal capital; if the capital had not been paid during the foundation, the agreement will determine the terms and conditions of the deposit;
- The contributions from the members;
- The manner of management and its substitution;
- The advantages of the members, if such are agreed;
- Other rights and obligations of the members.
The company agreement must be signed by the founders in person or by a substitute with explicit notarial commission.
Legal name of the company
The legal name of the Limited Liability Company must comprise the term Дружество с ограничена отговорност or the easier abbreviation „ООД”.
If a one-man-company with limited liability is the matter, Article 116 BHG prescribes that the legal name has to comprise the term „Еднолично дружество с ограничена отговорност“ or the easier abbreviation „ЕООД“.
Subscribed capital stock and interests of the company
The subscribed capital stock consists of the capital contribution of the members which, following Article 117 BHG, must be of an amount of at least 2,- BGN. According to the ensuring function of the capital, it has to be deposited by the capital contribution and entered in the company register.
For the purpose of securing the financial stability of the company and also the interests of the company`s creditors, the Commercial Code of Bulgaria supposes mechanisms concerning the alternation of the capital which guarantee the capital’s minimum overlap using the company assets.
Both forms of the alternation of the capital (increase and decrease) require a modification of the company agreement and its record in the commercial register.
The capital consists of the member’s capital contribution and it must be entered in the company register. The capital contribution has to be deposited in real.
The company’s interest represents the relation between the respective member and the company. The company’s interests may be conveyed, bequeathed and divided.
Structure of the institution
The company with limited liability has a certain structure and acts throughout its institutions. According to Article 135 BHG, the company with limited liability disposes of a general assembly, the obligatory director/s and an optional investigator.
The general assembly is the main institution of the company since it is forming and explaining the company’s will.
In pursuance of Article 136 BHG, the general assembly consists of all members of the company. The members may also let a deputy operate instead of them on condition that the deputy provides of an explicit power of authority which may only be given if the member is a juridical person.
The responsibilities of the general assembly are listed in Article 137 BHG. They contain alterations of the company agreement, alterations of the capital and alterations in the company; the entrance and exclusion of members, the selection of the director, the distribution of profits and more.
Rights and duties of the members
According to Article 123 BHG each member of the company has substantive rights (the right of share in profits and the right on liquidation dividend) and immaterial rights (the right on involvement in the management of the company and the right to be voted director).
The immaterial rights include also the individual collective right to demand information, the right on inspection, the right to call for a meeting and more.
The obligation to pay the deposit is part of the material obligations. The violation of this obligation may result in the exclusion of the member.
The obligation of the director to fulfill a resolution made by the general assembly, to preserve the company’s interests and more belong to the immaterial obligations.
The restraint of competition applies also for companies with limited liability.
Rights and obligations of the director
One or more directors are delegated to lead and substitute the company. The director is the only representative body of the company. He is elected by the general assembly and recorded in the commercial register. To be recorded in the commercial register, there must be a notarially certified agreement including a specimen signature.
The relationship between the director and the company is regulated contractually.
The director is subject to the restraint on competition – he is not allowed to close a bargain in his name or on behalf of a third party, to participate in general or limited partnerships, to enter into another company with limited liability, nor to become a member of other companies management bodies if they perform similar activities. Though, the company may dispense the director from this restraint on competition.
The director’s power of representation may be terminated on the following conditions:
- Incapacitation or death of the director;
- Resolution of the general assembly;
- On request of the director.
Liquidation of a Limited Liability Company
The termination and the liquidation of a company with limited liability follow the rules of Article 154 BHG. They follow the common rules of liquidation concerning capital companies as well as a few special rules.
The company may be liquidated by the court on the following conditions:
- On request of those members of the company, whose stakes represent in total more than 1/5 of the capital if there are solid grounds;
- On request of the prosecution if the business activity is illegal;
- On request of the prosecution if the company stays without a director for 3 months.
A liquidation procedure may be performed by the common rules as well as on request of an investigator or the members of the company with more than 1/10 stakes of the company.
Conditions for the record of the company in the commercial register (Article 119 BHG)
To record a company with limited liability in the commercial register of Bulgaria it is necessary that
- The company agreement is present;
- the director is going to be elected;
- the minimum capital provided by the law is deposited;
- if the company’s initial capital is higher than the provided minimum capital, at least 70 % of the capital have to be deposited.
If you are planning on founding a company with limited liability in Bulgaria, it is necessary that you have been thinking about the following questions:
- What is going to be the legal name of the company?
- Who will be the members of the company?
- What will be the matter of the company?
- What will be the location of the business office?
- Of how much capital will it provide?
- Who may be the director of the company?
The OOD is liable to the Bulgarian corporate tax which amounts to 10 % of the company’s profit. If dividends are distributed to members of the company, a withholding tax of 5 % on the distributed sum is to be paid.
Costs incurred when recording a company with limited liabilities in the commercial register in Bulgaria
- Recording of a new company with limited liabilities: 160 BGN
- Recording of a new company with limited liabilities in electronic form: 80 BGN