Автор: Mila Hincheva

MAIN CHARACTERISTICS OF THE HOLDING

The purpose of this article is to examine the most specific features of the formation and nature of holding companies under Bulgarian law. This type of business education is regulated by the Commercial Law, the Corporate Income Tax Act, the Tax Insurance Procedure Code, the Credit Institutions Act, the Special Investment Purpose Companies Act, and some other subordinate legislation.
The holding is like a consortium-like structure, but in difference of the consortium, in the holding there is one company (the parent — the holding company which holds or controls part of the capital and / or management of the other subsidiaries and for which the law provides for a specific activity).

LIQUIDATION PROCEDURE FOR A LIMITED LIABILITY COMPANY

The liquidation is one of the ways for termination of a limited liability company under Bulgarian law. The procedure is regulated by the Bulgarian Commercial Law (Articles 154-157, Articles 266-274), the Corporate Income Tax Act — Chapter 21, the Commercial Register Act — Art. 4, Art. 6, para. 2, the Tax and Social Insurance Procedure Code (Article 77), the Social Security Code (Article 5, paragraph 10) and some other subordinate legislation.
The purpose of the liquidation procedure is to terminate the Ltd with its subsequent cancellation from the Commercial Register, and next the company ceases to be a legal entity and terminates its existence towards the state and third parties.

PROTECTION OF THE RIGHTS OF THE SHAREHOLDERS IN A JOINT STOCK COMPANY

A joint-stock company (AD) is a type of trading company where two or more persons (natural or legal) merge for the purpose of conducting commercial transactions with common funds and their liability is limited to the amount of their contribution to the capital. AD is a capital trading company, the capital of which is divided into shares and may be owned by a number of persons with different percentages of capital and different rights under the Articles of Association. It is necessary for every person holding a share in the capital of the company to be able to protect their membership rights against unlawful or harmful actions by bodies of the company itself.
Initially, each ordinary share in the capital of the company gives its holder two types of rights: 1. Material (right to dividend and right to liquidation share) and 2. Non-material (right to participate in the management through the general meeting, right to vote, right to information , the right to subscribe to new shares, etc.)
It is possible to issue so-called preferred shares.

BEARER SHARES IN BULGARIA

Until the latest amendments to the Commercial Law (SG 88/2018) came into force, the holding of bearer shares was allowed in Bulgaria.
Their legal framework provided the possibility of transferring them with a simple transmission, which in turn allowed the holder to remain formally anonymous.
With the amendment of the Commercial Law promulgated in the State Gazette. pcs. 88 of 23
October 2018, effective from the same date, the bearer shares issued (or temporary certificates thereof) are replaced by registered shares.
Pursuant to § 11 of the LCP to the Commercial Law, within the 9-month period from 23.10.2018, i.e. until 23.07.2019, the companies that have issued bearer shares or temporary certificates, shall be obliged to:

HOW TO REGISTER A COMPANY IN BULGARIA?

The requirements for registration of a company or branch are set out in the Commercial Law, the Commercial Register Act and the implementing regulations. The registration procedure depends on the type of company to be registered, considering that the registration of a Joint Stock Company (JSC) (as well as a Limited Liability Company) currently takes approximately five working days from the filing of the relevant registration documents. It takes about two weeks for a branch of a foreign company. The registered company or branch becomes a legal entity  from the date of its entry in the Commercial Register.

The first phase of setting up a new company is to choose the type of company among the ones provided by the Bulgarian legislation, as well as to have clarity on the following specific elements of incorporation: