Company with Variable Capital (SPC)

 


What are the advantages and disadvantages of a variable capital company?

The Company with Variable Capital (SPC), introduced by the new provisions of the Commercial Law (Chapter Fifteenth “a”, DV, No. 66 of 2023), offers an innovative approach to the management and financing of small and medium-sized enterprises in Bulgaria. One of the main advantages of PPP is the flexibility of capital. According to Art. 260e, para. 1, the capital of the company is variable and is not subject to entry in the Commercial Register. This means that capital can be increased or decreased without complicated administrative procedures, which is especially useful for companies that need quick reactions to market conditions.

Another significant advantage is the possibility of different classes of shares with different nominal values and rights (Art. 260f). This allows DPC to attract investors with different preferences and grant privileged rights, such as an additional dividend or a right of redemption. Preferred shares can provide more than one vote in the general meeting or a guaranteed dividend, making them attractive to certain investors. Also, the rights to these shares arise with payment of the capital contribution, which provides the partners with security and clarity regarding their rights and obligations.

GMP management has also been optimized for greater flexibility and efficiency. The bodies of the company include a general meeting of the partners and a management board or manager (Art. 260n). This allows the company to be managed effectively, taking into account the interests of all partners. In the case of a sole proprietorship, the sole owner of the capital decides issues within the competence of the general meeting, which simplifies the decision-making process.

Despite these advantages, DPC also has some limitations and disadvantages. For example, a company can be established only by enterprises that have an average number of staff of less than 50 people and an annual turnover or value of assets that does not exceed BGN 4 000 000 (Art. 260a, para. 3). This limitation can be an obstacle for larger companies or for fast-growing enterprises that may soon exceed these criteria. In such cases, the company must be converted into a capital company (Art. 260yu), which may require additional costs and time.

The conversion and termination of the DPP are regulated in Art. 260ya and Art. 260yu. If the company does not meet the requirements of Art. 260a, para. 3 at the end of the financial year, it must be converted into a capital company by the end of the following financial year. Otherwise, the district court may terminate the company at the request of the prosecutor. This requirement adds additional administrative burden and uncertainty for DPC owners.

The transfer and succession of company shares are also important aspects of the management of a CSR. According to Art. 260h, the company share can be inherited, transferred and pledged. The transfer of shares is carried out freely, unless the company agreement provides otherwise. This provides flexibility and ease for shareholders wishing to transfer their shares. However, in some cases, the company agreement may provide for restrictions and special rights when transferring shares, which can complicate the process.

It is also important to note that the Board of Directors of the DPC has duties and responsibilities that must be fulfilled with the care of a good trader (Art. 260). The members of the board of directors must prioritize the interest of the company over their own interest and avoid conflicts of interest. They are jointly and severally liable for damages caused to the company and may be held liable to creditors for damages suffered by transactions and actions of the company that are declared invalid.

When is it worth registering a company with variable capital?

The registration of a variable capital company (SCC) can be extremely beneficial in certain cases, providing a number of advantages that make it a preferred choice for some businesses. To determine whether a PPP is the right form for your business, you need to consider the specific circumstances and needs of your enterprise.

Firstly, the CPD is particularly suitable for small and medium-sized enterprises (SMEs), which have an average number of staff of less than 50 people and an annual turnover not exceeding BGN 4 000 000 and/or an asset value that does not exceed BGN 4 000 000. If your business falls within these limits, a DPC can offer significant flexibility in terms of capital and equity management. The flexibility of capital is one of the main advantages of PPP, allowing easy and rapid adaptation to changing market conditions and financial needs.

Secondly, if your business often needs to increase or decrease capital depending on current projects and investment opportunities, the DPC provides the convenience of making these changes without complicated administrative procedures and without the need to enter any change in the Commercial Register. This makes capital management more flexible and efficient, which can be key for businesses operating in dynamic and competitive industries.

Third, if your business plans to attract different types of investors or offer different classes of shares with different rights and privileges, a PPP can be an extremely useful tool. According to Art. 260f of the Commercial Law, a company may issue shares with special rights, such as privileged dividends, a right of redemption or more than one vote in the general meeting. This makes DPC attractive for investors who are looking for specific conditions and opportunities to participate in the company.

Fourth, if your enterprise needs mechanisms for easy transfer and inheritance of shares, the PPK offers significant advantages in this area. The transfer of company shares is carried out freely, unless otherwise agreed in the company contract, which facilitates the change of owners and the attraction of new partners.

Despite these advantages, you should also consider some potential disadvantages and limitations of GMP. For example, if your enterprise is developing rapidly and may soon exceed the SME criteria, you may need to convert a PPP into a capital company, which requires additional resources and time. In addition, managing a company with different classes of shares and privileges can be more complex and require more careful planning and administration.

Registration of the DPP also requires careful drawing up of the company agreement, which must include all the necessary clauses and conditions related to the management of the company, the rights and obligations of the partners, and the mechanisms for the transfer and inheritance of shares. Consultation with an experienced lawyer is highly recommended to ensure that all aspects of the company contract are adequately covered and comply with legal requirements.

In conclusion, registering a variable capital company is worthwhile when your business meets the criteria for a small and medium-sized enterprise, when you need flexibility in capital management, and when you plan to attract different types of investors with different rights and privileges. It is important to take into account all the specific circumstances of your enterprise and consult with professionals in order to make an informed decision on the registration of the DPC.

Opening a company by a foreigner

 



More and more often we receive questions related to opening a company by a foreigner. In the next article we will try to give an answer and explain the procedure for registering a company by a foreign citizen in Bulgaria. Here you will learn which foreigners can register companies in Bulgaria, whether the respective foreigner must live in the country, how much it costs to register the company and others.

When it comes to opening a company by a foreigner in Bulgaria or transferring the management of an existing one in our country, the presence of certain specifics must be taken into account. As the person is not a citizen of the Republic of Bulgaria, slightly different and additional provisions and legal requirements apply to him. Before we talk about them, let’s first focus on the reasons why a foreigner would register a company in Bulgaria.

The pros of opening a company by a foreigner can be divided into two groups – social and economic.


Social benefits

Most foreigners who are not citizens of the European Union register companies in the country for the purpose of residing in the territory. For example, a foreigner from the Middle East can undertake remote company registration and, in compliance with legal requirements and rules, quite legally start living and doing business in Bulgaria.

Economic benefits

Here we mean the low taxes in our country compared to Western EU members. This is the reason why many companies are reorienting their management in our country, as it is very cheap for them. Accounting services can also be negotiated at very good prices in a Bulgarian accounting firm. Another economic factor in opening a company by a foreigner is the extremely low salaries, compared to European ones. That is why it is extremely profitable for the big European producers to redirect their production to Bulgaria.

Which foreigners can register companies in Bulgaria?

All foreign citizens have the right to register their company in Bulgaria. There is no restriction on whether or not the foreigner concerned is a citizen of an EU Member State. We want to mention here that the person does not need to reside in Bulgaria to open a company here. It is also not necessary to understand or speak Bulgarian. In this case, we recommend that the documents be bilingual.

The first step in opening a company by a foreigner, as well as in any registration of a company is to open the so-called accumulation account. You can read more HERE.

Here is the time to note something very important. Recent amendments to the Anti-Money Laundering Measures have complicated the process of opening fundraising accounts. Following these changes, opening a fundraising account for foreign companies has become difficult, and for third-country nationals (non-EU nationals) it has become almost impossible.

What is the procedure?

The procedure for opening a company by a foreigner is in fact no different from that of Bulgarian citizens. Here, too, the minimum capital for registration of Ltd. / Ltd. is BGN 2, the documents submitted to the Commercial Register are also identical. State fees are unchanged. The partners are not responsible for the obligations of the company with their personal property.

Specifics (*this is not all the specifics)

  1. When opening a company by a foreigner, it is important that he / she is aware of the content of the documents he / she signs. There are 2 possibilities:
  • Registration documents must be translated into the foreigner’s mother tongue or another language he understands. In this case, a bilingual version of the documents is prepared. The translation may not be made by a sworn translator, but then the person who did it should indicate his names, certify the accuracy of the translation and sign it.
  • When opening a company by a foreigner, there is the following possibility. The documents may not be translated, but in this case a person who knows the relevant language must declare that he has translated the contents of the documents into a language understood by the foreigner and sign. The foreigner, for his part, must also declare that he understands the meaning of the documents and sign. These actions are performed before a notary.
  • Of course, if the foreigner speaks and speaks Bulgarian, the need for translation is eliminated.
  1. Another specificity is that the name of the foreigner should be written in Cyrillic.

Is it possible to open a company by a foreigner remotely?

The answer is yes! Foreign citizens can register companies in Bulgaria without being physically present in the country. To open a company by a foreigner, the foreign citizen must notarize the documents in the country where he resides. The role of a notary abroad for Bulgarian documents is performed by the Bulgarian embassies and consulates.

The other option is a local notary. This complicates and makes the process much more expensive. The local notary can certify the documents only if they are in his own language, after which they have to go through translation into Bulgarian and legalization, which also considerably prolongs the process.

The two documents that must be certified in case you will remotely open a company by a foreigner are again the sample signed by the manager, but also a power of attorney to open a fundraising account of the company and deposit capital on behalf of the partners.

We are ready to assist you and advise you on issues related to starting a company by a foreigner in Bulgaria. CONTACT US!

Prices for Bulgarian Company formation






ServicePrice
Formation of a Sole Proprietorship Limited Liability Company (EOOD)100 €Order
Formation of a Sole Proprietorship Limited Liability Company (EOOD)
without presence in Bulgaria
Liquidation of a Bulgarian company

300 €
200 €

Order
Order
Formation of a limited liability company (LLC)100 €Order
Formation of a limited liability company (LLC)
without presence in Bulgaria
Formation of a Company with Variable Capital (SPC)
Formation of a Bulgarian EOOD holding

300 €
100 €
499 €

Order
Order
Order
Formation of a Bulgarian OOD holding599 €Order
Opening of a Bulgarian Trade Representative Office (TRO)1000 €Order
Formation of a joint-stock company (JSC)899 €Order
Formation of a Bulgarian joint stock holding1,199 €Order
Registration of a Branch Office in Bulgaria699 €Order
Buying a Bulgarian Ready Made Company499 €Order
Registered office address outside of packages100 €Order
Change of the company's name149 €Order
Change to the company's capital149 €Order
Other changes in the company's circumstances149 €Order
Help with opening of a Bulgarian company`s bank account249 €Order
Bulgaria VAT Registration199 €Order
Bulgarian Police Clearance Certificate99 €Order
European Health Insurance Card50 €Order
Assistance to buy a property in Bulgaria499 €Order


Accounting Services in Bulgaria

The experienced chartered accountants of VARNAFLATS.EU Ltd. can assist you with accounting services, tax advice and assistance to obtain tax residence of Bulgaria. 
One of first and most important question for people looking to establish a company in Bulgaria is: “What are the accountancy fees in Bulgaria?”. You will often get this question answered with: “That depends, we need some more information before we can tell you”. And yes it actually depends on a few basic things: number of personnel, number of invoices and whether your company is VAT registered.

Annual Accounting fees in Bulgaria 

Prices for 2024



Monthly DocumentsBefore VAT registrationAfter VAT registration
Minimalist light
up to 10 docs50 €70 €
Minimalist
up to 20 docs60 €100 €
Professional
up to 50 docs70 €150 €
Business
up to 100 docs80 €200 €
Enterprise
up to 150 docs100 €300 €

Bulk
up to 1000 docs500 €1000 €
up to 5000 docs1000 €1,600 €
up to 10000 docs3,600 €4,800€
up to 20000 docs4,200 €6,000 €




If you believe that our monthly accounting packages are too broad and they do not fit your business needs, please contact us for an individual offer.
The above Accounting & Bookkeeping service fees apply if you prepay twelve months services. Prepaying twelve months accounting services, you get two months free. 
If your company is VAT registered but it is not actively trading, we can assist you with the monthly VAT declaration for only 25 € monthly or 250 € if prepaid for 12 months’ service.

Benefits of using our Bookkeeping & Payroll services

  • If you incorporate a Bulgarian company with us, you will get 2 months free accounting services;
  • Purchasing our accounting services in Bulgaria, we will assist you to obtain certificates S1 and A1 free of charge;
  • Our accounting packages include monthly Balance, Profit & Loss Accounts, Cash Flow Report and Own Capital Report in English;
  • You can upgrade or downgrade your monthly accounting plan any time, paying the difference between the two packages;
  • If you change your current Bulgarian Accountant with us, you will get 3 months free accounting services in Bulgaria (if prepaid 12 months accounting services);
  • Shifting your accounting work to us, we may assist you to change your registered office address for free of charge;
  • Prepaying twelve months accounting and bookkeeping services, you get VAT and EORI registration for free;

Frequently Asked Questions

When is VAT registration required?

VAT registration is not required if the turnover is up to BGN 100 000. However, there is a requirement that if a company provides services to VAT-registered customers from another EU Member State, it must be registered for VAT seven days prior to the service, its invoicing, and payment. If the company is not VAT registered, VAT will be charged on the invoice for purchases from the EU. When a Bulgarian company that is VAT registered carries out transactions with VAT-registered companies in another EU Member State, VAT is not charged. For services from third parties (non-EU Member States), VAT is not due. In the case of transactions with third parties with goods, customs must be passed.

What is the procedure for VAT registration?

After submitting an application for VAT registration within seven days, the requested documents from the National Revenue Agency must be submitted, which include a turnover statement 12 months before the current one, bank statements at the time of filing the application, contract for using of the address of registration in the Commercial Register of the company, an accounting service contract, and a power of attorney. After submitting all the documents to the NRA, the person is registered for VAT up to seven days.

What happens after the VAT registration?

All purchase invoices, sales invoices, and bank statements must be sent until 10th of the month. The VAT declaration is submitted by the 14th of the following month.

How VAT can be refunded?

VAT refunds are made three months after the first refund occurs.

Self-insured person in Bulgaria

Any person who is the owner and manager can be insured as a self-insured person on a minimum insurable income of BGN 610,00 in 2020 up to a maximum insurable income of BGN 3000,00. The amount of social security contributions for SSS, SM, and SMPS per month is 27.8% of the selected insurance income. In this case, the person does not receive a salary and, accordingly, the insurances are not recognised as the company’s expense.
Example:
For a month:
RevenueBGN 5000,00
ExpensesBGN 0,00
ProfitBGN 5000,00
Tax profit of 10% paid for the calendar year until 31.03 of the next yearBGN 500,00
Insurances for the month on the minimum insurance threshold of BGN 560,00BGN 155,68
Dividend tax of 5%BGN 225,00
Total taxes and insurances due for a monthBGN 655,68

Salary

When a person chooses to be insured through a labour contract, each occupation and position in a different economic activity has a minimum salary threshold. In this case, the gross salary is deducted at the expense of the worker, then the DOD is deducted from the salary, and the rest is transferred to the employee. At the same time, insurances at the expense of the employer are also due. Salary in Bulgaria can be paid in cash every month as the worker signs up on a salary payroll and a payslip that states that he has received his salary in cash. When the salary is transferred via bank, a signature is not required as it is visible from the bank account statement.
Example:
Gross salaryBGN 1000,00
Insurances at the expense of the employee – 13,78%BGN 137,80
Income tax leviedBGN 862,20
Income tax – 10%BGN 86,22
Total deductions at the expense of the employeeBGN 224,02
Amount to be paid to the employeeBGN 775,98
Insurances at the expense of the employer – 18,92%BGN 189,20
Total amount of insurances due monthlyBGN 413,22
Amount recognised as company expense monthlyBGN 1189,20
For a month:
RevenueBGN 5000,00
ExpensesBGN 1189,20
ProfitBGN 3810,80
Tax profit of 10% paid for the calendar year until 31.03 of the next yearBGN 381,08
Dividend tax of 5%BGN 171,49
Total taxes and insurances due for a monthBGN 794,30
The selection from the two options depends on the realized turnover.
It must be kept in mind that the maximum insurable income is BGN 3000,00, which means that in the case of a salary over this amount, the insurances are due to BGN 3000,00, and only income tax is due on the whole amount.
Example:
Gross salaryBGN 10000,00
Insurances at the expense of the employee – 13,78% х BGN 2600,00BGN 413,40
Income tax leviedBGN 9586,60
Income tax – 10%BGN 958,66
Total deductions at the expense of the employeeBGN 1372,06
Amount to be paid to the employeeBGN 8627,94
Insurances at the expense of the employer on the salary – 18,92% х BGN 2600,00BGN 567,60
Total amount of insurances due monthlyBGN 1939,66
Amount recognised as company expense monthlyBGN 10567,60

Appointment and termination of employment

The number and the date of conclusion of the contract, the gross salary, the occupation, and the economic activity of the company are announced to the NRA. The starting date must be at least one day before the start date. Nothing can be done retrospectively in the labour contracts. The labour relations are terminated at most seven days afterwards.

Payment of social security contributions

All contributions are due by the 25th of the following month.

Profit tax and dividends

After the end of the calendar year, by 31st March of the following year, an annual tax return, an annual financial statement for statistics, and profit tax of 10% must be paid. It is offset by the realized profit, and the remaining amount can be distributed as a dividend to the owner by paying 5% of the distributed amount. The rest is transferred to the owner’s personal bank account. If revenue is EUR 90,000 per year and no costs, tax will be 10%, EUR 9,000, due until March 31st of the following year. After tax deduction, the remaining amount of EUR 81,000 may be distributed as a dividend at a desired time and a 5% dividend tax, EUR 4050, must be paid. If the company has costs, they are deducted from the revenue, and then the corresponding taxes are charged – 10% profit tax and 5% dividend tax.
After submitting an annual tax return to the NRA and an annual report to the NSI by March 31st of the following year, the annual financial statement is published in the Commercial Register by June 30th, for which BGN 42,00 is paid.
Companies that have no activity during the calendar year do not submit an annual tax return to the NRA but submit a declaration of inactivity to the NSI and the Commercial Register by March 31st of the following year for which no fee is due.

Our clients’ portfolio

Our accounting firm mainly assists small and medium sized companies based in the their home countries or in Sofia and Varna regions in Bulgaria and doing business in the following fields:
  • IT services
  • International trade (export and import)
  • Transport 
  • Manufacturing
  • Real Estate and Construction 
  • Tourism and catering
  • Car rental service
  • Agriculture

Company bank account

 

Accumulation account

The accumulation account is a special company bank account to which a certain amount of money is deposited in favor of a company and is a mandatory condition for the establishment of the company. Such an account can be opened by any person managing and representing a company in the process of incorporation. Usually the amount on this account remains blocked until the registration of the respective company or the increased capital. This type of company bank account can be opened both in BGN and in another currency, and the most common documents required for opening are:

  • Completed account opening form;
  • Specimen of the signatures of the persons who have the right to dispose of the money on the account on behalf of the corporate client, and the seal of the company
  • Protocol for establishment of the company / decision for increase of the capital of the company
  • The relevant memorandum of association, as well as a document showing which persons have been elected as managers / managing body of the company, if they are not specified in the minutes / memorandum of association

We would like to note that depending on the type of business you have, the bank may require additional documents for opening a fundraising account.

Current account

The current account for legal entities is mainly used for daily banking operations and payments. It can also be used to track completed transactions and account balances. The current company bank account is used to make utility payments, to pay salaries, commissions, insurances. This type of account can be opened both in BGN and in foreign currency. The documents required for its opening are:

  • Request to open an account;
  • Specimen of the signatures of the persons who dispose of the funds on the account – to be filled in on the spot in a bank office.
  • Court decision for registration of the company;
  • Certificate of current status;
  • Bulstat (company) number;
  • Company contract.

What is the difference between a current and an accumulation account?

The current company bank account is the typical bank account. Bank transfers can be made to and from it. A debit card can be linked to it, online banking can be used. With the opening of an accumulation account the goal is different. It is suggested by her name – accumulation. These funds deposited in this company bank account are the initial capital of a commercial company (firm). At the time of opening the account, the company has not yet been established and cannot use these funds.

Special accounts

The third type of company bank account is the special account or so. Escrow account. These accounts are opened in cases when it is necessary to make payments on transactions (e.g. real estate transaction, acquisition of shares, tangible fixed assets). In this case a tripartite agreement is concluded between the Bank, the recipient of the funds and a third party – ordering party. The funds on the account are used only when the conditions of the agreement are fulfilled. This type of accounts can be both in BGN and in foreign currency. It is intended only for making payments related to the relevant agreement, which is why it has a blocked expenditure part.

We are ready to assist you and advise you on issues related to establishing a company and opening a company bank account. We rely on many years of experience and constant study of the latest requirements – CONTACT US.

Bulgarian Trade Representative Office

One of the main purposes of registering a Trade Representative Office of a foreign company in Bulgaria is the opportunity for advertisement of the company’s activity in search of new markets. Through this registration every international company can freely and legally promote its own activity or make research on the local market.
Although the opportunities are limited since the registration strictly prohibits economic activities, i.e. sales and purchases, the main goal behind it is determination of all perspectives for investments in Bulgaria and the economic considerations of the latter.



Obtaining a Type D visa and Bulgarian residence permit


The Bulgarian Trade representative office is regulated by the Bulgarian Investment Promotion Act which permits foreign persons to obtain a Type D visa and residence permit in Bulgaria. This opportunity is available to foreign nationals who wish to promote and expand their foreign business in Bulgaria.


Assistance can be provided to obtain a Type D visa and Bulgarian residence permit based on the registration of a trade representative office of your foreign company in Bulgaria. Our standard fee for registering your new trade representative office in Bulgaria and preparing the requisite set of a Type D visa application documents and Bulgarian residence permit for a single applicant is only 1,499 EUR. You may add second and third representatives to your trade representative office and assistance with a Type D visa for only 799 EUR per each applicant.


Benefits of holding a Bulgarian residence permit


  • You receive a Bulgarian ID card for foreigners that allows multiple entries and stay in Bulgaria.
  • You may renew your Bulgarian ID card for foreigners for up to 5 years.
  • No need to reside in Bulgaria to renew your residence permit.
  • Holders of a Bulgarian residence permit can travel legally to Romania, Croatia and Cyprus for 90 days in any 180 days period without visa.


After five years you may apply for a Bulgarian permanent residence permit. The first permanent residence is granted for a five years period. Thereafter, you may apply indefinite permanent residency or for a Bulgarian citizenship & passport.
You enjoy a relaxed visa application process among Schengen Area countries.
You may move your family to Bulgaria.




Advantages using our services to establish a trade representative office in Bulgari


  • No fee for a registered office address! We will provide a top location registered office address for your Bulgarian trade representative office free of charge for as long as you need!
  • No maintenance, annual or hidden fees!
  • Guaranteed lowest price! If you are offered a lower price, we would be happy to beat it!
  • Reliable Accounting Service in Bulgaria!
Registration of a trade representative office in Bulgaria


To open a trade representative office in Bulgaria, the following certificates of the foreign/ EU company need to be provided:


  • Certificate of Good Standing;
  • Certificate of Incorporation;
  • Memorandum of Association;
  • Annual Financial Statement/ Tax Return for the previous year.
The above certificates need to be legalized in the country of incorporation of the foreign/ EU company before they can be legally valid in Bulgaria. For more details about legalizing your company certificates, please contact us. Additionally, a set of registration documents (Power of Attorney, Specimen, etc.) will be emailed to you and needs to be attested following one of the valid attestation/ legalization methods.


Change in the circumstances of a trade representative office


If you have already registered a trade representative office in Bulgaria and you would like to change any of the trade office circumstances we may assist you with the following:


  • Add a second representative/ Remove a representative;
  • Change of the registered office address;
  • Close your trade representative office;
To change any of your trade representative office circumstances, you will need to authorize us to act on your behalf and at your expense related to the particular change. The authorization requires few documents to be attested in the nearest Bulgarian embassy or consulate, or apostilled. Changes in the circumstances take up to 3 working days after receiving authorization.
If you have any questions regarding changes in trade representative offices, please do not hesitate to contact us.


Ordinary and Express


If you do not require assistance with obtaining a Bulgarian Type D visa, our ordinary service fee to open a trade representative office in Bulgaria is only 699 EUR. Express registration of a trade representative office in Bulgaria is offered at 799 EUR.
*Our service fees include the translation and legalization of your foreign company documents for the registration of the trade representative office in Bulgaria.
You may order registration of a trade representative office in Bulgaria via Epay.bg.
Please take a look at our prices to see the most competitive prices for registering trade representative office in Bulgaria.
Please contact us for more details about registering a Bulgarian trade representative office.
Bulgarian Business Visa through the registration of a Bulgarian Trade Representative office:

If you are a non-EU national and you would like to obtain a short-stay Bulgarian Business visa, you are NOT required to employ local citizens. You may order our Business Immigration Package which includes:
  1. Registration of a trade representative office in Bulgaria.
  2. Invitation short-stay visa.
For more details about invitation letters and applying for a Business visa through the opening of a Bulgarian trade representative office, you may request a call back.