Execute the minutes of the constituent meeting of the shareholders in the OOD; obtain a notary certified statement of consent and signature specimen of the manager, and a certified copy of the articles of incorporation of the OOD.
Agency: Public Notary
Each newly appointed general manager must sign and submit the following affidavits:
(1) affidavit under Article 141 of the Commercial Act, where the general manager declares that (s)he has not been declared in bankruptcy and (s)he has not been a general manager, a member of a managing or controlling body of a company, dissolved because of bankruptcy during the last two years preceding the date of the resolution declaring the bankruptcy, and that, in addition, (s)he has not been a general manager or a member of a managing or controlling body of a company, that has been ascertained by an effective and enforceable penalty decree as not complying with such company's obligations for establishment and storage of the determined levels of reserves under the Bulgarian Law on Reserves of Oil and Oil Products;
(2) affidavit under Article 142 of the Commercial Act where the general manager declares that without the prior consent of the company (s)he will not (i) enter into commercial transactions either in his/her personal capacity or on behalf of third parties; (ii) participate in general partnerships, limited partnerships and limited liability companies; and (iii) occupy positions in the managing bodies of other partnerships or companies; and
(3) affidavit under Article 13 paragraph 4 of the Commercial Register Act to declare that the circumstances, as would be applied for registration in the Commercial Register and the adoption of the acts as would be applied for promulgation therein, are genuine and true.
Deposit paid-up capital in a bank
Agency: Commercial Bank
The capital-accruing bank account must be opened either by the company manager or by a person authorized by a notary-certified power of attorney. Those persons delegated authority over the bank account must provide a signature specimen in person or a notary-certified specimen. The amount of capital stays blocked in the bank account until the registry issues a decision on the company registration. The Commercial Act requires the minimum capital prescribed by law, i.e. BGN 2, to be paid-in prior to incorporation. After opening the escrow account and depositing the funds therein the company under incorporation is issued a certificate evidencing the shareholders' deposit of the capital. The certificate must be presented at the registry.
Register with the Commercial Register at the Registry Agency
Agency: Registry Agency
The registration is done using a Standard Application (A4 Form – "Application for registration of circumstances
related to a limited liability company").
The following documents must be attached to the application:
(1) Agreement of Association,
(2) Resolution for appointment of manager(s),
(3) Notary certified consent and signature specimen of manager(s), and
(4) Bank certificate for deposited capital.
The state fees are BGN 110 if the documents are filed with the Registry Agency on paper or BGN 55 if the registration documents are filed with the Registry Agency electronically.
The following affidavits by each of the appointed general managers of the company must also be attached to application A4: Affidavit under Article 141 paragraph 8 of the Commercial Act; Affidavit under Article 142 of the Commercial Act; and Affidavit under Article 13 paragraph 4 of the Commercial Register Act.
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