According to the Bulgarian Commercial Law Commercial Law specify the following companies in Bulgaria:
– ET or sole trader – every person residing in the country without capital requirement ;
– Companies :
1. SD ( general partnership )
2 . KD ( limited partnership ) ;
3 . Ltd. ( limited liability company ) ;
4 . SA ( joint stock company ) ;
5 . KDa ( partnership limited by shares).
Partnerships – in items 1 and 2 – which is characterized that their partners are liable jointly and unlimited , there is no requirement for capital, not government .
1. General partnership – it can include natural and legal persons . The partners have unlimited joint and several liability for the obligations of the company. The capital is formed by the capital contributions of the partners, but can through equity contributions in cash and in-kind contributions ( buildings, shops , goods , etc.). Imported and saved in the capital and are proprietary . Share capital of CD is increased by attracting new partners, capitalizing part of the profit (after tax) , accumulation of reserves and converting them into fixed capital. Share capital of CD is reduced in : leaving the partner losses .
2 . Limited partnership is a partnership of two or more persons to carry out commercial activity under general company , one or more of the partners are jointly and severally liable for the obligations of the company and the rest are responsible up to the amount of the agreed fee. Management and representation of the company shall be made by the general partners . The share capital of KD form of capital contributions of unlimited and limited partners . The magnitude of the contributions of limited partners is recorded in the articles , and the general partners involved at least one tenth of the share capital of KD . Thus , the share capital of KD has two parts :
– Share capital of limited liability ;
– Fixed capital unlimited answers.
Capital companies – under item 3 – item 5 – which is characterized by a requirement for minimum capital required authorities, and that the partners or shareholders liable for the amount of the agreed fee.
3 . Limited Liability Company – LTD – can be formed by one or more persons or entities responsible for the company’s obligations with partition contribution to the capital. Each partner is entitled to a share of the profits in proportion to his personal share in the capital. The share capital of LTD is formed at its creation ( minimum 2 lev ) .
3.1. The limited liability of a person – LTD – where is formed by a natural or legal person, ie this person is the sole shareholder. Jurisdiction of the OCC shall be decided by a sole shareholder.
Characteristic of an LTD is that capital may be at least two lev and consists of shares . The transfer of a share shall be made with notarized signatures of the contract and shall be entered in the Commercial Register . Management bodies are: the general meeting of shareholders and manager / I.
4 . Limited company – JSC – can be established in two ways: by subscription ¬ any person may subscribe shares made against payment ( cash or non-cash ) and without subscription – two or more persons subscribed capital of a joint stock company. The capital of SA is divided into shares. Company meets the creditors of his property . The minimum capital requirement is 50 000 Levs
4.1. Stock company – JSC – formed by a single person , ie natural or legal person is the sole shareholder. Komptetentnostta GMS shall be decided by a sole shareholder.
Joint stock companies have the following authorities : general meeting of shareholders and board of directors (one-tier system) or supervisory board and management board ( two-tier system).
Shares may be registered and bearer . May be issued and preferred shares . Registered shares are available and dematerialized . Bearer shares are transferred and pledged to transfer. The transfer of registered shares shall be made by endorsement and must be entered in the book of registered shareholders to have effect on the company. Dematerialized shares are transferred as entered in the register of Tsentralnen Depository .
5 . Partnership limited by shares – KDA – formed a contract for the contributions of limited partners are issued shares . The number of limited partners may not be less than 3 , i.e., has both unlimited and limited liability partners . The controls for the limited partnership shares are specified in this Act for the management of a joint stock company under the one-tier system , ie Board of Directors – consists of general partners . The General Assembly entitled aloud have only limited partners . General partner even when they hold shares participate only in an advisory capacity . The minimum capital requirement is 50 000 Levs
Joint stock company with registered shares can be made public under the Public Offering of Securities after submission and approval of the prospectus for admission to trading of shares and be entered in the public register of the Financial Supervision Commission . Shares of public companies traded on the Bulgarian Stock Exchange -Sofia.
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