Everything important for the registration of a new company in 2024 in Bulgaria
The registration of a new company in Bulgaria in 2024 is an important process that requires careful planning and understanding of the legal requirements. The first step in this process involves choosing the appropriate legal form for the business. Opportunities vary between Sole Proprietor (ET), Sole Proprietorship with Limited Liability (EOOD), Limited Liability Company (LLC), Variable Capital Company (LDC) and others. The choice depends on a number of factors such as the size of the business, the degree of desired responsibility and the manner of management.
An important aspect in the registration of a company is the filling and submission of the necessary documents in the Commercial Register. For different forms of companies, different documents are required, such as for an EOOD and an LLC, a memorandum of incorporation, an import note from a commercial bank for contributed share capital and others are required. Of particular importance is the accurate and correct filling of all documents, since any mistake can lead to a delay in the registration process.
In addition, newly created companies must take into account registration under the Value Added Tax (VAT) Act. This registration is mandatory for companies whose taxable turnover exceeds BGN 100,000 for a 12-month period. VAT registration involves the submission of a special application and the relevant documents to the National Revenue Agency (NRA).
After the successful registration of the company, the next important stage is the choice of an accounting office or accountant. Quality accounting is essential for managing finances and complying with tax and accounting regulations. New firms should be especially careful when choosing accounting services, as errors in accounting can have serious financial and legal consequences.
An important point for any new company is also personnel management, including the submission of relevant insurance and tax returns. Meeting the deadlines for filing declarations and paying insurance is key to avoiding fines and interest.
Any business, especially a newly created one, needs to be careful about its financial and legal commitments. Successful start-up and management of a company requires good preparation, understanding of legislation and making informed decisions. In this context, a consultation with experts from accounting and legal firms such as Elan Consulting can provide valuable guidance and support in the process of registering and managing a new company.
What are the main differences between an LLC and an EOOD? Which one to choose?
Understanding the differences between a Sole Proprietorship Limited Liability Company (EOOD) and a Limited Liability Company (LLC) is important for any entrepreneur planning to start a business in Bulgaria. The choice of business structure depends on numerous factors, including the number of partners, the management model, and the desired degree of control and responsibility.
The main difference between an EOOD and an LLC lies in the number of owners and the way of management. In an EOOD, there is only one owner, which often coincides with the role of manager, providing full control over the decision-making and operations of the company. This can be an advantage for entrepreneurs who prefer to have sole control and avoid potential conflicts with other partners.
On the other hand, an LLC allows two or more individuals to share the ownership and management of the business. This approach can be useful for businesses that need more resources, diversity in skills and knowledge, or who want to distribute business risk among several individuals. Although this brings certain challenges related to management and decision-making, the presence of more than one partner can help the company grow and develop faster.
When making important decisions for the company, such as profit distribution, adoption of the annual report or changes in management, EOOD provides a more flexible and fast process, since all decisions are made by one owner. In contrast, in an LLC, consent is required between all partners, which may include voting and reaching consensus.
The distribution of profits also differs between the two types of companies. In an LLC, all profits remain with the owner, while in a LLC it is distributed among the partners in accordance with their share of capital. This means that in an EOOD the owner has greater financial responsibility, but also a higher potential remuneration
For entrepreneurs who prefer to keep full control of their business, EOOD offers the ideal structure. But for those looking for collaboration, expansion of capital opportunities and sharing of managerial and business risks, an LLC may be a more appropriate choice. The choice between an EOOD and an LLC depends entirely on the specific needs, goals and preferences of the respective entrepreneur.
In general, it is important to note that despite these differences, both forms - EOOD and LTD, offer limited liability, thereby protecting the personal assets of the owners from business debts and liabilities - that is, the partners are liable up to the amount of their capital contribution to the company, or more simply, if the company has a capital of 100 lei The liability of the partners amounts to BGN 100 (according to their shares in the company). This aspect makes both forms an attractive choice for many entrepreneurs.
Is it worth registering a company - DPK (Company with Variable Capital) in 2024 in Bulgaria?
The registration of a Company with Variable Capital in 2024 in Bulgaria represents a new and attractive opportunity for start-ups, especially in the field of innovation and high technologies. This legal form was introduced with the amendments of the Commercial Law and offers unique flexibility in the management of the company's capital, which makes it attractive for fast-growing startups.
The main advantages of PPK include the absence of a requirement for a minimum amount of capital, as well as greater freedom in the management of company shares. Thus, for example, the possibility of variable capital means that the capital of the company can be adapted to the current needs and financial capabilities of the firm.
One of the main conditions for the establishment of a PPP is that the company must have average number of staff under 50and annual turnover and/or value of assets up to BGN 4 000 000 This makes the SPC suitable for small and medium-sized enterprises that want to benefit from the flexibility of this legal form.
The differences between PPK and other forms of commercial companies, such as LLC and AD, are expressed in the management of capital and company shares. TO DPK the opening of a capital raising account is not required, and the partners are not entered in the commercial register.This simplifies the process of registration and management of the company.
In addition, DPC offers options for issuing company shares with different classes and privileges. This includes the right to more votes, guaranteed or additional dividends, as well as other special rights. Thus, the partners can have greater flexibility in their participation in the management of the company.
The transfer of company shares is also simpler, with the company contract being able to set different conditions and restrictions. This allows for a controlled transfer of shares and greater stability of the company.
In view of all these advantages, registering a company as a DPC in 2024 can be very profitable for certain businesses. It is particularly suitable for small and medium-sized enterprises that are looking for flexible capital management solutions and are focused on innovation and development.
What are the necessary documents for company registration?
Registering a company is a key step in starting any business venture. Depending on the legal form chosen, the procedure and the necessary documents vary, so it is important to prepare appropriately for each case.
Company registration is an important process that requires preparation and understanding of the different legal forms of companies. Each form has its own specifications, advantages and disadvantages. It is especially important to take into account aspects such as taxation and responsibility to partners. Let's look at some key points related to the registration of a company, as well as the necessary documents for the most popular legal forms — EOOD and Ltd. The choice of legal form for a company is decisive for the future of any firm. In this regard, the main focus should be on the tax and legal consequences of this choice. EOOD and Ltd. are often chosen forms for starting a business due to their flexibility and relatively easy registration procedure.
The main types of commercial companies in Bulgaria are:
- Sole Proprietario (ET): The ET registration procedure is relatively simplified. The main advantage is that it is not required to deposit authorized capital into a collection account.
- Sole Proprietorship with Limited Liability (Ltd): When registering an EOOD, it is required to deposit the share capital into a collection account, which adds additional steps to the process.
- Limited Liability Company (Ltd): Here all the partners are entered and their shares in the authorized capital of the company are determined.
- Joint Stock Company (JSC): This form involves more complex procedures, usually requiring a large authorized capital and detailed articles of association of the company.
The necessary documents for registration of the EOOD/Ltd are:
- Constitutive Act: Describes the founders, the capital of the company, the size of the shares, the registered office and the subject of activity, and also regulates in detail a number of rights and obligations, including whether notarization of signatures is required in case of a possible transfer of company shares/election of a new manager, in accordance with Art. 137, para. 4 TZ.
- Minutes of the Constituent Assembly and Decision on Appointment of a Manager: Includes information about the decisions taken at the founding meeting of the company and the choice to appoint a manager of the company.
- Signed by the manager: Notarized specimen of the manager's signature.
- Declaration under Art. 13, para. 4 of the ZTR - about the veracity of the circumstances.
- Declaration under Art. 142 of the Commercial Law - on the prohibition of competitive activity.
- Declaration under Art. 141, para. 8 of the TC - that the manager meets the requirements of the law and is fit to occupy this position.
- Note on paid-up share capital: It is issued by the bank in which you opened a collection account and proves the contributed authorized capital.
- Application form A4: To be completed and filed with the Commercial Register.
It is important to prepare well and make sure that all the necessary documents are accurately and correctly filled in in order to avoid delays or rejection of registration by the Registry Agency. In case of uncertainty or need additional help, professional support from Elan Consulting experts can be essential for the success of your company's registration process.
Do I need an electronic signature of a company?
The electronic signature is a key tool for the management and representation of legal entities, sole traders and freelancers in the digital age. It is important to understand the differences between the two main types of electronic signatures - the one for individuals and the one for legal entities, and choose the right one for your needs.
- Electronic signature of a natural person:This type of signature is ideal if you are a manager of a company and want to carry out activities such as online banking, filing tax returns with the NRA, issuing electronic invoices and others. It allows you to represent your company and sign documents in digital format, thereby facilitating administrative procedures.
- Professional qualified electronic signature for legal entities:This type of electronic signature is intended to represent a legal entity and is useful for managers and business owners. It is necessary for a number of activities, including electronic banking at the corporate level, filing tax returns and documents in state and municipal structures, issuing electronic invoices, participating in auctions and others.
Unlike the signature of an individual, a professional qualified electronic signature is specifically designed for legal entities and provides a higher level of security and authentication. It is especially useful in cases where a legal entity needs to regularly carry out financial transactions and submit various documents to state and municipal authorities.
The electronic signature facilitates business processes by reducing the need for paper documents and allowing quick and easy communication with the structures of state and municipal administration. The issuance of an electronic signature is done by registered certificate service providers, and it is important to choose a reliable provider that can provide the appropriate levels of security and authentication depending on your business needs.
Important! The registration of an electronic signature of a company, including the natural person manager, is extremely important for keeping proper accounting of the company and for entering important company changes in the commercial register, as well as for easy and trouble-free online communication with all state bodies and institutions. We strongly recommend that you either register an electronic signature as a natural person before you have registered your company (if you have great confidence in your accountants, because the electronic signature of an individual is the digital substitute of the person himself) or wait for the company to be registered in the commercial register and then take out a company electronic signature (with it) the rights to sign documents are limited only to documents related to the company itself).
How do I open a company's account?
Opening a collection account is a key step in the process of setting up a business company in Bulgaria. The opening of a collection account can be carried out after the founders, the manager and the initial capital of the company have been determined and the Memorandum of Association or the company agreement have been drawn up, as well as the minutes of the constituent meeting/the decision of the sole owner of the capital to establish the company. The draft account is used to deposit the capital, which will serve as the financial basis for starting the business.
To open a debit account, a visit to a commercial bank is necessary. It is important to keep in mind that each partner must contribute his share of the capital, and in the case of an EOOD, the sole owner contributes all the capital and many of the banks in Bulgaria require that the contributions be made personally. The contributions are documented with import notes, which serve as proof of the contributed capital before the Commercial Register.
Opening of a collection account by a Bulgarian citizen
Banks offer different rates for opening draft accounts, usually the fees are symbolic and vary between BGN 10 and BGN 20. Once the account is opened, the partners or sole proprietor contribute the capital defined in the documents. This includes the provision of a memorandum of association or a company agreement, as well as a protocol-decision on the incorporation of the company.
The opening of a collection account can also be carried out by power of attorney, especially if the founders are located abroad. The power of attorney must be explicitly and notarized, which can also be done in a Bulgarian diplomatic mission. However, most banks in Bulgaria refuse to open a debit account by proxy and for this reason it is important to consult a specialist from the accounting firm “Elan Consulting” who is aware of the conditions offered by most banks
It is important that the name of the future company on the recruiting account exactly matches the name indicated in the constituent documents. After the successful registration of the company, the collection account can be converted to a current account or closed by transferring funds to another account or withdrawn in cash. Usually, if you do not close the account after a certain period of time (e.g. 12 months), most banks under their general terms and conditions begin to charge a fee for servicing the account, and if you do not pay it, there is a hypothetical probability that they will claim it in court. Moreover, banks often set fees for closing a collection account in much larger amounts than the opening fees - for example, for closing the fee can reach 30-50 BGN, and for foreigners - and more.
The process of opening a checking account is relatively simple and should not take much time. It is important to carefully approach the choice of a bank and provide all the necessary documents in order to avoid delays in the company registration procedure.
Opening a collection account by a foreigner
Opening a checking account in Bulgaria for foreigners is an important process, especially when entrepreneurs who are not Bulgarian citizens wish to register a company in Bulgaria. We at Elan Consulting can assist our international clients to open a collection account remotely by proxy, making it much easier for people who are not physically located in the country. Governors, whether from the EU, EEA or outside these regions, can sign an account opening agreement and provide the necessary constituent documents, including an instrument of incorporation and minutes of the constituent assembly.
Important! Since many banks refuse to open a foreign account, especially by proxy and without his personal presence in the country, it is very important to work with the right experts who, in view of their experience in working with start-ups, know which banks in the country to turn to in order to solve the problem. In any case, every foreigner should prepare a power of attorney (usually bilingual) and certify it at the Bulgarian diplomatic or consular representation in his or her country of origin.If you are having difficulty opening a collection account, we advise you to consult with our expert to obtain complete information about all possible options for resolving your case.
It is important in this procedure to provide detailed information about the company's activities in Bulgaria, including details of the business partners, the company's website, expected turnover, as well as information regarding links with blockchain technologies and cryptocurrencies, if any. In addition, information about the owners of the company and the final beneficiaries must be submitted, with appropriate documents for confirmation, in accordance with the legislation in force in Bulgaria on anti-money laundering measures.
The submitted documents and information are analyzed by the bank, after which, upon approval, a collection account is opened. It is important that the capital is deposited by bank transfer from a Bulgarian bank in BGN, which represents the initial capital of the company.
After the successful registration of the company in the Commercial Register and Register of ULNC, the opening of a business account follows, and the collection account is closed and the capital is transferred to the newly opened payment account. This process usually takes between 2 and 7 working days and is essential for the proper start-up and functioning of a business in Bulgaria.
What are the next steps after the successful registration of a new company - licenses, starting a business, accounting, taxes, VAT, company seal and others
Do I need a company stamp for my new company?
The preparation of a company seal, although is not legally required in Bulgaria,It is practically inevitable for the effective functioning of the company.The law establishes that the signature of the manager is sufficient to represent and engage the company, which is reflected in the Commercial Register, where a copy of the signature of the manager is presented, and not from the seal.
However, in the real business environment and administrative practice in Bulgaria, company seals still play an important role. It often happens that in various bureaucratic and administrative processes a company seal is required, which can be an obstacle and delay important business operations if the company does not have one. Therefore, it is advisable to devote time and resources to obtaining a company seal.
Making a print is usually not expensive and can be done quickly and easily, including online. When making the seal, it is important to present an identity card to the manager for identification, and the company that makes the seal usually makes a reference to the Commercial Register to verify the data. In addition, in practice, it is recommended to include in the seal the English name of the company, which can be useful when concluding contracts with foreign counterparties.
Thus, while the law does not require the use of a company seal, the practical needs of the business in Bulgaria make its presence almost necessary for the smooth execution of various administrative and business procedures.
Announcement of activity of a new company - how does it work in practice and when do I owe insurance?
Starting a business and the associated insurances are a key element in the management of any new company. An important moment in the life of any company is the first income or expense documented through an invoice or other accounting document. The marking of this moment is a signal of the beginning of the company's activity, which triggers the obligation of the manager to file a declaration of commencement of activity with the National Revenue Agency (NRA) within seven days.
After submitting this declaration, the company begins to owe monthly insurance payments to the manager or owner. In practice, some firms can delay this moment, using personal funds to cover start-up costs until the first income is generated. This is a strategy to avoid the early accrual of insurance, especially when the expected income is remote in time.
It is important to emphasize that the company can remain “frozen”, that is, without activity, for an indefinite period. This provides flexibility for managers and owners to decide when the time is right to activate their operations.
The issue of manager's insurance is individual and depends on the general context of his income. If the manager does not generate other income, the insurance is based on the minimum monthly income, which currently varies around 130 BGN, and for pensioners the amount is significantly lower. Managers have the right to choose on what income to insure themselves, and for an accurate calculation it is advisable to consult an accountant.
If the company does not develop activities, at the end of the year, the accountant can file a zero report, which is usually associated with minimal costs. This allows the firm to remain in a state of pause without significant financial commitments until a decision is made to activate the business.
Can you help me with a permit or license for my new business?
Of course, at Elan Consulting we can help you with the issuance of permits and licenses for various types of activities. We believe that the beginning of any business is an exciting and challenging time that requires professional support, especially when navigating the bureaucratic process of obtaining the necessary permits.
We offer complete solutions for your business, be it startup guest house, restaurant, cafe, car wash, beauty salon, currency exchange office, travel agency, transport company- Whatever business you do in Bulgaria, we know everything about accounting, taxes and licensing. Our role is to facilitate the process by providing our expertise and knowledge in the field. The process begins with a detailed understanding of your specific needs and requirements, and then we support you through every stage of the procedure — from preparation of documents to successful obtaining of permits and licenses. Our expertise in this field ensures that your business will comply with all legal and regulatory requirements.
To learn more about how we can help you, you can contact us using one of the interactive buttons on the site. Our experts will introduce you to the details of the process and provide you with an individual consultation. Our team is ready to answer all your questions and provide you with customized solutions tailored to your unique business needs.
Is VAT registration mandatory for a new company?
VAT registration under the Law on Value Added Tax is mandatory for certain types of companies in Bulgaria, depending on the turnover, types of activities and cross-border transactions they carry out.Here are some key scenarios in which mandatory VAT registration is necessary:
- Turnover above a certain threshold: Any company that reaches a taxable turnover of more than BGN 100,000 for a period of up to 12 months must register for VAT within 7 days after the end of the month in which this turnover is reached. This requirement requires regular verification of the accumulated turnover to ensure compliance with the legislation.
- Acquisition of goods from other EU countries: Companies that acquire goods from EU member states with a total amount exceeding BGN 20,000 for the current year are required to register for VAT. This applies to cases of intra-Community acquisition.
- Companies established in the EU performing installations in Bulgaria: EU companies that are not established in Bulgaria but carry out taxable supplies of goods in Bulgaria that involve assembly or installation are also subject to VAT registration.
- Provision of services to EU companies: If a Bulgarian company provides services to companies in the EU, it must register for VAT, and the application must be submitted before the performance of the service or receipt of an advance payment.
- Receiving services from companies in the EU: The same applies to Bulgarian companies that receive services from companies registered in other EU countries. They also need to register for VAT.
These scenarios highlight the importance of mandatory VAT registration for certain types of activities and cross-border transactions. For companies that do not fall into these categories, VAT registration is voluntary and depends on the specific needs and strategies of the company. It is important to note that even with voluntary registration, all regulatory requirements related to value added tax should be observed.
What are all the documents required for VAT company registration?
For the successful registration of a company under the Law on Value Added Tax (VAT) in Bulgaria, the following documents are required:
- Application for VAT registration: This is the main document in which the request for registration is indicated. The application should be completed in accordance with the established requirements and format.
- Statement of taxable turnover: A report on the turnover of the company by months for the last 12 months before the current month is presented. This helps to establish whether the company reaches the legal threshold for mandatory VAT registration.
- Reference for intra-Community acquisitions: For companies that carry out a significant volume of intra-Community acquisitions (over BGN 20,000 for the current year), it is necessary to provide a report on these transactions.
- Aggregated Turnover Payroll: This payroll gives an overview of the financial transactions and turnover of the company for 12 consecutive months.
- Abbreviated monthly statements from a cash register: These reports provide information on sales recorded through a cash register broken down by months.
- Contracts with customers and suppliers: Presentation of contracts with main counterparties that prove that the company carries out real activity and justify the nature of the business and commercial relations.
- Questionnaire: A standard form containing information about the company, its activities and structure.
- Written explanations: Include details about the subject of the activity, the origin of the funds, information about the employees and the addresses of all the objects of the company.
- Translation of documents into a foreign language: If there are contracts or invoices in a foreign language, they must be translated.
- Copies of lease and accounting service contract: These documents prove the legitimacy of business operations and management.
- Additional documents: Include any other documents required by the NRA or other regulatory authorities that support the application for VAT registration.
It is important to note that the documentation must be complete and accurately filled in to avoid delays or refusals in the registration process. In case of uncertainty or the need for specialized help, companies can turn to professional accounting or consulting services, such as those offered by Elan Consulting, to ensure that all procedures are carried out correctly.
When is it profitable and when is it not profitable to register a VAT company voluntarily?
The decision to register a company under the Value Added Tax (VAT) Act in Bulgaria often depends on the specific business model and financial operations of the company. In this sense, in order to understand whether VAT registration would be beneficial for you and your company, before making a decision, it is advisable to consult with an expert accountant from the accounting firm “Elan Consulting”, who can offer specialized advice based on your unique business needs and goals. Here are some common scenarios in which VAT registration can be advantageous:
- If the company makes purchases from suppliers who are VAT registered and sells goods or services that are not exempt from VAT to customers who are also registered for VAT. In this case, registration allows the company to recover the VAT paid on purchases, which can lead to significant financial savings.
- If the company plans to purchase expensive fixed assets used for its main activity, such as machinery, equipment, office furniture, real estate or some types of cars. Here, VAT registration can reduce the total cost of acquiring these assets, since it allows the company to deduct VAT from their value.
- When exporting goods, VAT registration is particularly advantageous, as it allows the company to refund the VAT paid in Bulgaria on the purchase of the goods. This can reduce production costs and increase the company's competitiveness in international markets.
Despite these general guidelines, the decision to register for VAT depends on a number of factors, including the specifics of the activity, the volume of sales and the cost structure. Elan Consulting experts can provide valuable guidance and help in the process of making an informed decision about VAT registration, taking into account the specific needs and objectives of your company.
You are probably wondering, what are the common scenarios in which VAT registration of a company is not profitable at all - here are some of the main scenarios in which such registration can be unprofitable:
- Purchases from suppliers not registered under VAT: If the company mainly buys goods or services from suppliers who are not registered under the VAT, it does not have the possibility to recover the VAT paid on the purchases, which makes VAT registration less profitable.
- Sales to natural or legal persons not registered under the VAT: If the main customers of the company are natural or legal persons who are not registered under the VAT, this may mean that it will not be able to pass the burden of VAT on the final consumer.
- Small turnover: If the company generates a small turnover, for example below BGN 1000-1500 per month, the costs associated with accounting services and administrative requirements related to VAT registration may exceed the potential benefits. Higher fees for accounting services and more frequent tax checks can be financially burdensome for small businesses with limited turnover.
- Administrative burden and audits: VAT registration imposes additional administrative obligations, such as filing regular returns and preparing additional documents. This can be laborious for small businesses without their own accounting department and especially with a small turnover. In addition, the tax authorities, the National Revenue Agency, are more inclined to constantly check companies registered under the VAT due to the huge amount of VAT schemes and fraud, which can increase the administrative burden and the costs associated with keeping complicated accounting.
In conclusion, if you are wondering whether to voluntarily register your company for VAT, you should carefully weigh the benefits and costs associated with VAT registration, taking into account your specific business model, customer base, turnover and administrative capacity. Consultation with an expert accountant from Elan Consulting accounting firm can be key to making an informed decision in this aspect.
Price for company registration with VAT
The price for VAT registration of a company in Bulgaria depends entirely on the time that has elapsed since the registration of the company in the Registry Agency. For example, if a company starts the VAT registration procedure as soon as it is entered in the Commercial Register, the price is usually lower. This is due to the fact that in this case the presentation of an extensive set of documents and references is not required.
Conversely, if VAT registration is carried out at a later stage, after the company has started its activity and has generated a certain turnover, the price may be higher, according to the required number of additional documents and accounting work. This is conditioned by the need to provide additional financial statements and other documents that reflect the business activity of the company for the past period from the date of entry in the Commercial Register to the date of registration of the company for VAT.
It is key to emphasize that no government or bank fees are charged in the VAT registration process, which simplifies and reduces the overall costs for companies. It is also important that companies are informed about the current requirements and procedures that apply to their specific activity and legal form in order to be able to effectively manage their tax and registration obligations.
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