Limited liability Company in Bulgaria

According to the terms of Bulgarian Commercial Act the share participation in Bulgarian commercial companies could be acquired in the following types of commercial companies:

- General partnership (unlimited partnership)
- Limited partnership
- Partnerships limited by shares
- Limited liability company
- Single-owner limited liability company
- Joint-stock company
- Single-owner joint-stock company

The preferred type among the above listed commercial companies usually is the Limited liability Company (LLC). This offers a number of advantages as the partners in it are not liable for the debts of the company; they risk at most loosing the contributions made. From this point of view this legal and organization form is appropriate for the conduct of business activity by foreign persons. Moreover, no permanent residence is required for the participation of foreign persons in a LLC.

All the commercial companies are registered before the Registry Agency – Commercial Register following filing of a special applications approved by the Registry Agency. If the application for company registration is filed by electronic way, the state fees are reduced with 50%.

According to the Commercial Act the LLC  may be dissolved:
1. with the expiration of the term set in the articles;
2. upon decision of the partners adopted with a three quarters majority of the interests, unless the articles provide for a greater majority;
3. through a consolidation or merger with a joint-stock company or another limited liability company;
4. upon being declared bankrupt;
5. by a decision of the District Court in cases provided for by law.
According to the Commercial Act the articles of incorporation may provide other grounds for dissolution of the company. The company may be dissolved also by a decision of the district court.

A company in which the capital is owned by a single natural person shall be dissolved upon the death of such person, except where provided otherwise or where the heirs wish to continue its activities.

In the case of dissolution of a company a liquidation procedure shall be initiated. The company's liquidator shall be its manager, except where another person has been appointed with the articles or with a resolution of the general meeting. The term for completion of the liquidation shall be determined by the General Meeting of the limited liability company. Where necessary, the term may be extended. Upon satisfaction of the creditors, the remaining assets shall be distributed among the partners, or among the shareholders as the case may be. When all liabilities have been settled and the remaining assets distributed, the liquidator shall apply for deletion of the company from the Commercial Register.


This article was created by Valova&Angelova law firm.