Types of merchants and commercial companies in Bulgaria
I. Merchants – natural persons:
Sole trader - as a sole trader may be registered every sui juris natural person residing in Bulgaria. A sole trader may be only a natural (not legal) person. A foreigner may be registered as a sole trader in Bulgaria only if he has a permanent residence in the country. The sole trader is responsible for his obligations with his entire property.
II. Merchants - legal persons (commercial companies):
Limited liability company (OOD / LLC / LTD.) - the most preferred form for exercising of commercial activity in Bulgaria. It is established by two or more partners - natural or legal persons. The capital is formed by their company contributions and may not be less than 2 (two) levs / around 1 (one) euro. Each of the partners is responsible for the company's obligations to the amount of his personal share in the capital and is entitled to a share of the profit in proportion to his share. The management of the company is carried out by two bodies – a General Assembly and a Manager/-s. The Manager of the company may be a person other than the owners of the capital. The Manager may be only a natural person.
Sole owner limited liability company / Single person limited liability company (EOOD / LLC / LTD.) - established by one natural or legal person. The capital is formed by the company contribution of the sole owner and may not be less than 2 (two) levs / around 1 (one) euro. The sole owner is responsible for the company's obligations to the amount of the capital. The powers of the General Meeting are exercised by the sole owner of the capital. The Manager of the company may be a person other than the sole owner of the capital. The Manager may be only a natural person.
Joint-stock company (AD / JSC / PLC) - it may be formed by two or more natural or legal persons. The capital is divided into shares certifying the contractual rights of the members of the company. The capital may not be less than 50 000 (fifty thousand) levs / around 25 000 (twenty five thousand) euro. For the registration of a joint-stock company in the Commercial Register it is necessary to be paid up not less than 25 per cent of the nominal value or issue price of each share as provided in the Articles of Association. The remaining part must be paid in within a period stipulated in the Articles of Association, but not later than two years after the company's registration. Shareholders bear the risk of losses related to the company's activities within the value of their shares. The company is responsible to its creditors with its property. Bodies of the joint-stock company are a General Meeting of shareholders and a Board of Directors (one-tier system) or a Supervisory Board and a Management Board (two-tier system).
Sole owner joint-stock company / Single person joint-stock company (EAD / JSC / PLC) - it may be formed by one natural or legal person. The capital consists of the shares of the sole owner. The capital may not be less than 50 000 (fifty thousand) levs / around 25 000 (twenty five thousand) euro. For the registration of a sole owner joint-stock company in the Commercial Register it is necessary to be paid up not less than 25 per cent of the nominal value of each share as provided in the Articles of Association. The remaining part must be paid in within a period stipulated in the Articles of Association, but not later than two years after the company's registration. The sole owner bears the risk of losses related to the company's activities within the value of his shares. The company is responsible to its creditors with its property. Bodies of the sole joint-stock company are a General Meeting of shareholders and a Board of Directors (one-tier system) or a Supervisory Board and a Management Board (two-tier system).
General partnership - established by two or more partners - natural or legal persons. The partners are jointly and severally and also unlimited responsible for the obligations of the company. Each partner has the right to manage the company unless the management is entrusted with the Memorandum of incorporation to one or several partners or other person.
Limited partnership - established by two or more partners - natural or legal persons. One or more partners are jointly and severally and also unlimited responsible for the obligations of the company and the rest are responsible up to the amount of the agreed contribution. The management of the company is carried out by the fully liable partners.
Limited partnership with shares - established by the fully liable partners. For the contributions of the limited liable partners are issued shares. The number of the limited liable partners may not be less than 3. The management bodies of the limited partnership with shares are a General Meeting and a Board of Directors. Only the limited liable partners are entitled to vote in the General Meeting. The Board of Directors consists of the fully liable partners.
