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1.1.1. Main Forms of Doing Business

Bulgarian law provides for a number of business forms for investors. These include:

  • Joint-stock companies
  • Limited liability companies
  • General partnerships
  • Limited partnerships
  • Partnerships limited by shares

The two most common forms used are the joint-stock company and the limited liability company.

Joint Stock Company (JSC)

A joint-stock company (JSC) is a company whose capital is divided into shares between shareholders who are limited in liability in proportion to their contribution. They can be formed by one or more natural persons or legal entities.

Key aspects of a JSC include:

  • Can have 1 or more shareholders;
  • Shareholders can be natural persons or legal entities;
  • Minimum required capital of BGN 50,000;
  • 25% of the capital must be paid in at the time of formation, remaining 75% within 2 years;
  • Must hold a constitutive meeting where the memorandum of association is accepted, managing body is elected, and all capital shares subscribed;
  • Shares must be divided into equal nominal value and can be traded publicly; and
  • Can have a board of directors, or a supervisory board and managing board.

Limited Liability Company (LLC)

A limited liability company (LLC) is treated as a separate legal entity from its owners, which limits liability to loss based on each owner's contributions to the company's capital.

Key aspects of an LLC include:

  • Can have 1 or more shareholders;
  • Shareholders can be natural persons or legal entities;
  • Minimum required capital is typically BGN 5,000;
  • Managing directors of the LLC must be natural persons and can be chosen from the shareholders of the LLC or third-parties; and
  • Shares in an LLC are not considered securities.

Further information on the general investment, tax, and regulatory regime about the country is available at the following external references: