Prerequisites for company registration in Bulgaria
Partners in a company
Founders of a company may be Bulgarian or foreign natural or legal persons possessing capacity.
Any person may participate in more than one company, as far as the law does not prohibit this.
Whenever a company participates in another company, its rights as a partner or a sole owner are exercised by the person entitled to represent it or by an explicitly authorized person.
Preliminary agreement for company formation
Persons wishing to form a company may reach agreement on the acts which must be performed so that the incorporation may be prepared. For a breach of the obligations under this agreement the parties are liable only for the actual damage caused.
Formation of a company
A company is deemed formed on the day of its registration in the Commercial Register.
Liability for actions of the founders of a company performed prior to its registration
The actions of the founders carried out on behalf of the yet unincorporated company up to the day of its registration create rights and obligations for the persons who have committed them. When transactions are effected it is mandatory to be indicated that the company is in the process of being incorporated. The persons who have concluded the transactions are liable jointly and severally for the undertaken obligations.
When the transaction has been effected by the founders or a person authorized by them, the rights and obligations are transferred ex lege to the newly formed company.
Voidability of a registered company
The incorporation of a company is voidable only when one of the following violations has been made:
1. there is no constitutive agreement or it has not been drawn up in the form prescribed by law;
2. the requirements for the founders and the constituent meeting have not been complied with, in the case of a joint-stock company and a limited partnership with shares;
3. the scope of activity of the company contradicts law or good morals;
4. the constitutive agreement or the articles of incorporation does not contain the trade name, the scope of activity of the company or the amount of the contributions, as well as the capital, when required by law;
5. the part of the capital prescribed by law has not been deposited;
6. the number of the persons possessing capacity that have participated in the establishment of the company is less than the number provided by law.
