Foreign Investors Position on the Procedures for the Registration of Limited Liability Company in Bulgaria

Ten bilateral chambers of commerce supported with a common position the proposal of the Supreme Bar Council (SBC, ВАдС) to the Minister of Justice Mr. Krum Zarkov for amendments to the Ordinance on the Commercial Register.

The joint position was filed by AmCham Bulgaria, Bulgarian-Spanish Chamber of Commerce, Bulgarian-Romanian Chamber of Commerce and Industry, Bulgarian-Swiss Chamber of Commerce, German-Bulgarian Industrial and Trade Chamber, Camera di Comercio di Italia, Confindustria Bulgaria, Hungarian-Bulgarian Chamber of Commerce, French-Bulgarian Chamber of Commerce and Industry, and Swedish Bulgarian Chamber of Commerce to Minister Zarkov to support the facilitation of the registration of a limited liability company, namely the currently mandatory procedure for opening a special escrow account necessary for the payment of company capital, a requirement provided for only in our legislation.

In its current version of the Ordinance (Art. 20, item 2 and Art. 21, para. 4 item 5 of Ordinance No 1 of 14 February 2007 on keeping, storing and accessing the Commercial Register and the Register of Non-Profit Legal Entities) the set of documents necessary for the establishment of a limited liability company (OOD) are indicated, as one of the mandatory documents is a “document for capital paid into a bank” (Art. 20, item 2 of the Ordinance). The proposal of SBC (ВАдС) envisages to add to the current wording the possibility of submitting a declaration by the manager that the capital has been deposited with him, thus eliminating the serious problem of opening an escrow account in a bank when establishing an LLC and starting a business in Bulgaria, especially by small and medium-sized enterprises.

The above proposal complies with the provisions of the Limitation of Cash Payments Act and concerns only a case in which the paid-in capital (or the corresponding cash contribution – in Art. 21, para. 4, item 5) does not exceed BGN 10,000.

The representatives of the major international investors in Bulgaria welcomed the proposals made by the lawyers’ guild and believe that, if adopted, the proposals will contribute to increasing the potential for economic growth and prosperity for Bulgarian and European society and will ensure equal access for business in the single European market.

Read the full position in Bulgarian.

Read the Supreme Bar Council of Bulgaria proposal

For contacts – Confindustria Bulgaria, Secretariat, +359 2 45 000 12, [email protected]