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How the Registration of a Bulgarian Company Owned by a Foreign Legal Entity Works
- Initial Review and Information Collection
The process always begins with a detailed review of the structure and internal rules of the foreign company. We conduct an interview with its representatives to collect essential information regarding:
- the future registered address of the company in Bulgaria,
- who will be appointed as managing director,
- the distribution of shares if there is more than one shareholder,
- the amount and type of capital,
- the investor’s business intentions and plans.
This information is required to prepare all incorporation documents correctly.
- Collection of Corporate Documents from the Foreign Entity
In parallel, we request a set of corporate documents from the foreign entity. The most important among them are:
- a certificate of good standing / certificate of incorporation,
- the articles of association / articles of incorporation.
Although the names vary between jurisdictions, these documents typically contain the key information about the foreign company — its name, registration number, seat, capital, shareholders, and directors.
A particularly important aspect is identifying which corporate body is authorised to adopt a resolution for establishing a subsidiary. This is determined by the company’s constitutional documents. In some jurisdictions the decision is taken by the shareholders, while in others — by the directors. Accordingly, the document may be titled:
- shareholders’ resolution / memorandum, or
- directors’ resolution / memorandum.
- Preparing the Incorporation Resolution
Once we establish which corporate body has the authority to take the decision, we draft the resolution in full compliance with the requirements of the Bulgarian Commercial Act.
The resolution must clearly and explicitly specify all parameters of the new Bulgarian company, including:
- the shareholder(s) and their registration details,
- the capital and allocation of shares,
- the managing director(s),
- the company name, registered seat and address of management,
- all other mandatory statutory particulars required for incorporation in Bulgaria.
- Drafting the Company Agreement (Articles of Association)
After the resolution is prepared, we draft the company agreement (for an LLC) of the newly established Bulgarian company.
Its content must fully correspond to the details set out in the incorporation resolution — without discrepancies or additions that have not been formally approved by the foreign shareholder.
- Apostille, Translation and Legalisation
Foreign documents may be used in Bulgaria only if they meet specific international and national formal requirements. The most common method of authentication is the apostille — a special certificate used by countries that are parties to the Hague Convention.
Once the apostille is affixed, the documents typically require:
- translation by a certified translator,
- legalisation by the Ministry of Foreign Affairs, if applicable.
Detailed information is available on the website of the Bulgarian Ministry of Foreign Affairs.
- Final Notes and Completion
Registering a Bulgarian company whose shareholder is a foreign legal entity is a process involving many steps and legal nuances. It requires absolute precision, clear communication, and full consistency across all documents. Even a small misunderstanding or omission can delay the procedure and lead to additional expenses.
If you need assistance or full representation throughout the entire process, we would be pleased to support you.
