Which form of business organisation to go for?

Part 1: Small and Medium Business

You want to register a company in Bulgaria, but you don’t know what legal form to choose?

Selecting the right company format is an important issue to consider, prior to setting up your business. A proper choice on the legal form can save you money, time, and a lot of hassle.

To make the right decision, we suggest that you take into consideration not only the size and nature of your business, but also all accompanying legal and accounting aspects.

When it comes to small and medium sized business, usually the dilemma lies in the choice between ET (Sole trader) and OOD / EOOD (Ltd). Therefore, in the lines below we will outline the advantages and disadvantages of both legal forms.

Pros & Cons of ET

ET in Bulgaria stands for a sole proprietorship (sole trader). This is a type of enterprise that is owned and run by one natural person (residing in Bulgaria) and in which there is no legal distinction between the owner and the business entity.

PROS of ET registration:

• No need for initial founding capital.
• The state taxes and fees for the registration of ET are lower than those for registration of OOD / EOOD.

For a number of commercial activities, such as restaurants or other catering and entertainment venues, paid parking lots, and some types of services, the sole traders pay a patent tax. The tax amount depends on the location of the premises (in some cases – also the size) and the type of patent activity. You might be wondering what is the benefit of this taxation? The answer is that you will not be subject to personal income tax. For sole traders, the tax equals 15% of the profit. With a significant income (but not more than 50,000 BGN per year) and low operational costs, patent tax can be a great option.

The ET closure procedure is easier and quicker.

CONS of ET registration:

• In the event of insufficient company capital, the owner of a sole proprietorship remains personally liable for all the business’s debts.
• In most cases, the levying of a patent tax is less advantageous than the flat tax paid on the profits of OOD / EOOD.
• If the ET does not hold a patent, you’ll have to pay 15% tax on the realized profit.
• If you would need to raise some capital for your business, bear in mind the relatively low confidence by banks when granting loans to ETs.

Now that we’ve outlined the pros and cons of Bulgarian ET, let’s look at the OOD/ EOOD characteristics.

Pros & Cons of OOD / EOOD

OOD /EOOD stands for Limited liability company/ Single-member liability company and is one of the most appropriate forms of development for small and medium capital.

PROS of OOD / EOOD registration:

• Very low founding capital – the minimum required capital at registration of OOD / EOOD is 2 BGN (1 EURO)
• Flexibility with respect to the number of partners and the amount of capital
• OOD / EOOD is responsible for its obligations to the amount of the capital and not to the partners’ personal assets.
• Regardless of the activity of OOD / EOOD, you pay a 10% flat tax on profits.

CONS of OOD / EOOD registration:

• The state registration fees for OOD / EOOD are higher than those for ET registration.
• OOD / EOOD closing procedures are more complicated and take several months.

In conclusion, we will suggest that prior to registering your business in Bulgaria, you evaluate all the pros and cons of ET and OOD in the light of your individual situation. In any case, it would beneficial to consultant an experienced accountant or lawyer, who will guide in the process.

No matter, which legal form of business you choose, you are going to benefit from the:

• Lowest setup fees within the EU
• Lowest required founding capital
• Lowest Tax on Dividends in the EU
• Lowest Tax on Corporate & Personal Income
• Lowest Social security contributions in the EU

Should you consider company registration in Bulgaria, you can rely on a professional advice and top-notch service from Aidos BG. Our experienced experts will help you make the right choice and will support through the whole registration process. If you want to learn more, don’t’ hesitate to contact us.
Don’t forget to check our next article, coming in August, when we will discuss the pros and cons of different legal forms for large businesses in Bulgaria. If you want to be sure, you never miss a news from us, feel free to sign up for our monthly newsletter here.

On May 25th 2018 The General Data Protection Regulation (GDPR) (EU) 2016/679 will get into force. In this statement we clarify what that means for the Aidos group and for our clients.

As an accounting and payroll company we deal with personal data on a daily basis. For many years we have been handling this data with care, discretion and a high level of security measures.

Where do we use personal data?

• Payroll department for the sake of preparing labor contracts.
• For initial company registrations, to appoint owner(s) and manager(s) of new companies.

Personal data may include;

• Full name
• Date of Birth
• Place of Birth
• ID number, ID card/passport number
• Social number
• Living address

With who do we share personal data?

In compliance with local legislation and regulations we share information on labor contracts with: The National Revenue Agency. Personal data included in company formation documents is shared with the Bulgarian trade register. For opening a company bank-account, personal data can be shared with the bank of choice of the person(s) involved.

How do we store and protect personal data?

Our office is divided in four security zones;

1. Entrance/common parts: locked with security key, double entrance door. Video surveillance.
2. Operations department: Only accessible for staff. Video surveillance in the main corridor.
3. The operations rooms: Accessible only for authorized staff, lockable doors, Payroll runs on a dedicated server, with highest level of security measures.
4. Lockable, metal cupboards in the operations rooms where the actual paper documents containing personal data are stored.

Storage of digital documents containing personal data are only stored on a dedicated secured server. Paper documents are only stored in security zone 4. Both digital and paper documents containing personal data are only accessible for authorized staff within the Aidos Group.

Computer, servers and required software are protected by security keys and passwords.

Email acces of authorized staff is equipped with 2-step authentication.

Personal data will never be be shared to others than authorized staff within the Aidos group without written consent of the person involved.

All staff within the Aidos group has committed to our internal non-disclosure protocol.

All authorized staff within the the Aidos group has passed GDPR training. All staff within the Aidos group has passed GDPR instructions.

We use Transport Layer Security (TLS) to encrypt and secure our email traffic. If your email provider does not support TLS, your email may be unsecured until it arrives at our servers.    

On the premises of Aidos a 24 hour alarm system is in place. Contracted by a professional security company.

Third party services.

Third party services include: Google services; Social media platforms; software suppliers; lawyers, translation services, notaries. Third party services have been verified to have their own GDPR policy in place and are in compliance with GDPR. Although we trust the parties we work with we bear no responsibility for their compliance with GDPR.

What will change per May 25th 2018?

• Copies of personal documents; ID-card/passport, will not be accepted. The minimum requested data for preparation of labor contracts and company registration to be presented in written and send to dedicated email addresses of authorized staff. Occasional received copies containing personal data will be destroyed and removed from our systems. A shredder, with class P5 security level is in place.

• Any person may request at any moment the status of stored personal data. Any person may request at any moment to fully remove personal data from our systems and paper documents to be destroyed. In this case it may occur that we won’t be able to fulfill our services and are forced to terminate underlying agreements.

When anyone has doubts about his or her’s personal data in our company. With pleasure we will explain and clarify when requested. Written requests can be send to: gdpr@aidosbg.com

Our Policy in Bulgarian

Starting business in Bulgaria is becoming more and more popular. Many people and companies from all over the world are coming to Bulgaria to enjoy the pleasant business environment. Advantages are for example; Bulgarian is a member of the European union since 2007. Compared with other European countries it has a low salary level, an overview of the average salaries per sector you find here on the website of the National statistic Institute. But besides that the level of education is high.

Bulgaria is a fast developing country in the Balkans with many opportunities for investors, entrepreneurs and startups. Earlier this year Bulgaria was awarded Offshoring Destination of the Year at the European Outsourcing Association Awards 2015. Recently forbes has announced Sofia as one of the top 10 cities to launch your startup. Not only the pleasant business environment has it advantages also the favorable 10% flat tax rate gets many interested in starting business in Bulgaria

The most common form for starting business in Bulgaria is the Limited Liability Company (Ltd.). In Bulgaria there are two forms of Ltd.;

• Single owner Ltd. (EOOD)
• Multiple owner Ltd. (OOD)

The company can be owned by natural persons or, one or more companies. the minimum capital to be deposited is currently 1 Euro. The initial registration takes about a week. The application for a VAT number, when required, takes two weeks.

“Newly registered companies do not automatically enter the VAT system; your company has neither obligations nor rights concerning VAT in Bulgaria.
Registering for VAT becomes compulsory when; your company has more than 50’000 BGN turnover over the last 12 months or your company has business outside of Bulgaria. You send invoices to countries other than Bulgaria. You can voluntarily register your company for VAT at any time and at any turnover.”

The director(s) of the new company have to be physically present to open a bank account and deposit the capital. And sign the incorporation documents and a power of attorney in front of a notary. This will take no more than half a day. All procedures can be done from distance, in which case certified translations and apostille are required.

What we do for you starting business in Bulgaria;

• Preparing all necessary documentation in Bulgarian and English.
• Organize and join you to the meetings at the bank and notary.
• File the documents at the Registry Agency.
• Order a company stamp.
• Collect the company documents when ready.
• Open your current bank account(s).
• Apply for VAT registration.

For more information on other company forms like a joint stock company or a holding company please contact us.

Our price for setting up your company is 950 Euro. This is includes all the above mentioned steps and all state and notary fees involved. We will deliver your company “ready to go”.

When you are interested in starting a company in Bulgaria please fill in our online questionnaire and one of our colleagues will contact you within 24 hours to guide you through the process.

Starting a transport company in Bulgaria

To start a transport company in Bulgaria you will first need to set up a Ltd. in Bulgaria. Besides that a license is required. Here you can find the list of requirements fo the license for a transport company in Bulgaria;

Community license for international shipments is issued to a carrier that meets the requirements of:

1. Reputation; (Reliability requirements are met when the transport managers of the companies were not convicted of offenses under the Criminal Code or not without a verdict from the right to exercise their transportation). Document needed: Certificate of conviction, translated into BG and with legalization.

2. Professional competence; (proved by Certificate for proffessional competence, issued after passed exam in BG or the person is holder of a certificate of professional competence issued by a competent authority of a Member – State of the Union.).Transport activity must be continuously and effectively hold by a person with a certificate of professional competence.

3. Financial stability; (Financial stability is a little bit complex. Some documents provided by means of reference are;

• the annual financial statements audited by a registered auditor;
• bank guarantee meeting the requirements;
• insurance contract that meets the requirements;
• certificate that the company is without public obligations under Art. 87, para. 6 of the Tax Procedure Code.

4.  The establishment of the Republic of Bulgaria. (The requirement for the establishment of the Republic of Bulgaria is provided by means of a declaration form (BY template).

Competent authority – Minister of the tranportation in BG.
Аpplication form is submitted to the Minister of Transport together with attached;

• document for actual status of the company
• documents for financial stability
• conviction certificate for the persons,who manages the transport activities ( if are issued in other country, translation and legalization is needed)
• copy of the certificate of professional competence issued to the person who manages the transport activities – present when the certificate is issued by a competent authority of another Member State – State of the Union;
• declaration of availability of owned or rented garage area with exactly specified address;
• copy of the contract for the appointment of the person who manages the transport activities;
• some other declarations by given template.

Term for issuing a decision – within 30 calendar days from the date of application. If there is mistake or something is missing, it is possible to be given written notice, what is missing.
Issued licence is for 5 years. After 5 years will be reissuing, but before its expiring.

Fee for issuing License for the Community (for transportation of passengers or cargo) is 2000 BGN.
For issuing a certified copy of a Community license, fee is 10 BGN per copy. ( the copies depends of the number trucks used for transport activity)
For changes in issued Licence – fee is 100 BGN, and for reissuing the licence after 5 years, fee is 100 BGN also.

Please contact us when you have any further questions.

The information in this article is not up to date, please contact us for more information about Bulgarian citizenship.

Staying permit Bulgaria for non EU residents

The foreigner should meet point I and one of the following conditions under point II.

I.
Permission for permanent residence can receive foreigners who have long-stay visa valid for up to six months and with the right of residence to 180 days (to be issued to a foreigner who wishes to establish a long-term or permanently in Bulgaria)

II.
1. willing to work under an employment relationship with the authorization of the Ministry of Labour and Social Policy;
2. operate commercially in the country by the legal order as a result of this activity have disclosed at least 10 jobs for Bulgarian citizens unless otherwise stipulated by an international treaty, ratified, promulgated and entered into force for the Republic of Bulgaria;
3. are admitted to regular training in licensed establishments;
4. are foreign specialists staying in the country under international treaties to which Bulgaria is a party;
5. have grounds to be granted permanent residence or are married to a permanent resident in the country;
6. representatives of foreign companies registered with the Bulgarian Chamber of Commerce;
7. are financially secured parents of permanent residents in the country or a Bulgarian citizen;
8. received long-term treatment in a hospital and have funds for treatment and support;
9. are correspondents of foreign media and have accreditation in Bulgaria;
10. Pensions are provided with sufficient means of subsistence in the country;
11. operating under the Law on Investment Promotion;
12. are family members of a foreigner who has been granted permission to stay;
13. are parents of a foreigner or in concubinage with a foreigner who has been granted permission for permanent residence pursuant to Art. 22, para. 3 FRBA;
14. wish to carry out freelance after authorization by the Ministry of Labour and Social Policy, in accordance with Art. FRBA 24a;
15. wish to carry out a profit after permission from the Ministry of Justice under the terms and conditions set by the Minister of Justice, in consultation with the Minister of the Interior;
16. are granted special protection under Art. 25 of the Law on Combating Trafficking in Human Beings;
17. members of the family of a Bulgarian citizen under Art. 2, para. 2 FRBA.

These persons should be provided with accommodation, maintenance, insurance and compulsory insurance under the legislation of the Republic of Bulgaria.
Documents required to be submitted as attachments to the application depends on whether you base (1-17) apply.

Please contact us when you have any further questions.

The deadline for re-registration of companies in Bulgaria has passed. (December 31, 2011)

The situation at the moment is that all companies registered in Bulgaria before January 1st 2008 which are not re-registered are being liquidated. Bank accounts are blocked, assets are frozen, and you cannot do any transactions with the company. Only payments to the National Revenue Agency and salary payments are being authorized.

It is not yet clear how this will develop exactly. But technically, the company ceases to exist and assets will be sold or auctioned. And the owner(s) will have to pay the costs of liquidation, estimated between 500 – 2000 BGN. The procedure for liquidation will take about 6 – 12 months.

When you are not sure if your company is re-registered you can check it in the Bulgarian trade register – http://aidosbg.com/2011/10/where-can-i-find-information-about-my-company-in-bulgaria/

Please keep in mind that when you have re-registered your company recently that you have to publish the financial statements from 2008 – 2011 within three months after the re-registration date.

Update 01/01/2016

From January 1st 2016 the limit of cash payments in Bulgaria has been changed to 10’000 BGN

Law on restrictions of cash payments in Bulgaria

On February 9th 2011 the Law on restrictions of cash payments in Bulgaria came into force. Payments in Bulgaria should only be done by bank transfer when;

• The amount is equal or higher than 15’000 BGN;
• The amount is under 15’000 BGN, but part of a contract with a total contract amount equal or higher than 15’000 BGN;
• Payments in foreign currency, which has equivalent value equal or higher than 15’000 BGN

The law does not apply in case of;

• Deposits and withdrawals to/from personal bank accounts;
• Deposits and withdrawals to/from bank accounts by partners and first line family members of people with no or limited capabilities;
• Transactions in foreign currency in cash by occupation;
• Operations with banknotes and coins, which is part of the Bulgarian National Bank;
• Replacement by banks of damaged Bulgarian banknotes and coins;
• Payment of wages under the Labor Code.

When you have cash payments higher than 15’000 BGN, and you are not sure whether the above law applies contact us or your accountant to be sure. Violating this law will lead to fines from 25% to 100% of the total amount.

The complete Law on restrictions of cash payments in Bulgaria (in Bulgarian) can be found here: lex.bg

In the State gazette of July 26, 2011 changes in the law for measures against money laundering were published.

For us the most important change is that now also accountants in Bulgaria have to comply with this law. Accountants have to deposit their internal rules for measures against money laundering at the State agency for National security for approval.

More information about the internal rules, companies and people which have to comply with this law can be found on the website of the State agency for National Security.

How exactly this is going to affect our activities I cannot say yet, but for sure it will give additional paperwork…

The use of this article is allowed by the courtesy of:
Quest Bulgaria – Online Property and Lifestyle magazine.

Liquidation Of The Trade Company Registered In Bulgaria

The procedure of ‘closing’ of a trade company in Bulgaria is called ‘liquidation of the company’ and this procedure is approved by the Trade Law of the Republic of Bulgaria which regulates all the requirements for starting and performing of the liquidation.

Bellow we shall give an explanation and description of this procedure for the company that is registered in Bulgaria and does not own any property.

The liquidation starts with the application regarding issuing of the certificate about starting of the liquidation of the company filed to the territorial directorate of the National Revenue Agency (NRA) where the company is registered. Issuing of this certificate by the NRA takes about a month.

The certificate should be filed to the Trade Register at the Registry agency along with the decision of the management body of the company regarding liquidation of the legal body, election of the official liquidator and defying of the term of the liquidation.

The official liquidator has to be registered at the Trade register and from the moment of his registration the liquidator carries on all the duties and obligations of the representative of the company before physical persons, legal bodies and government authorities.

A liquidator can be a person appointed who is a part of the company’s management body or a third person elected by the management body to fulfill all the obligations of the liquidator.

The liquidator is responsible for his actions before the company as long as before other persons, government authorities and etc.

According to the effective Trade Law of the Republic of Bulgaria after registration of the decision about liquidation of the company at the Trade register the company’s representative should issue and send an invitation to all the creditors of the company. The Law says that all the creditors have six months to present their claims to the company that is going to be liquidated. Since the Bulgarian Trade register is public it gives the possibility all the creditors to be informed that there was started a procedure of the liquidation and to lodge claims.

After expiration of 6 months, in case there are no presented claims from the creditors, the company’s representative can proceed with the deletion of the company from the Trade register. In order this deletion to be made the liquidator should receive documents issued by the National Social Security Institute of Bulgaria which documents should verify that:

1. the company has had persons employed on labour contracts and all the accounting documents (payslips) were transferred to the National Social Security Institute of Bulgaria
OR
2. The company has not had persons employed on labour contracts and have not transferred accounting documents to the National Social Security Institute of Bulgaria.

It is necessary for the company to prepare all the required accounting documents during the period of liquidation, which is a minimum of six months from the date of publishing of the invitation to all the creditors at the Trade register. Those documents have to be prepared at the time when the procedure of liquidation is started and at the time of finishing of the procedure.

During the period of liquidation the company is obliged to submit an Annual Finance Report to the Trade register.

PRICES:

In case the company has no obligations for the unpaid taxes or other obligations, we, at ‘Bulgaria Legal’, offer one of our company solicitors to become a liquidator and to perform the procedure of liquidation.

We can also offer accountant services provided by certified accountants who can prepare all the accounting documents needed.

Our fee depends on the fact whether the company:
3. have had persons employed according to labour contracts and all the accounting documents (payslips) were transferred to the National Social Security Institute of Bulgaria – in this case the fee will be calculated after consultation with the accountant
OR
4. have not had persons employed according to labour contracts and have not transferred accounting documents to the National Social Security Institute of Bulgaria – in this case our fee will amount to 650 Euro and will include preparing of all the necessary documents that would be submitted for signature to the management body of the company and representation before all the necessary authorities during the minimum required term of liquidation /6 months/.

This cost of our fee does not include costs and taxes in connection with issuing and submitting of documents and are additionally paid by the client.

Trade register taxes are paid during filing of the documents to the Trade register and the amount is approximately about 200 levas.

Article courtesy of Ksenia Ievleva from Bulgaria Legal

EC Pursues Infringement against Bulgaria on VAT Rules

novinite.com

The European Commission has issued an official request to Bulgaria to change its VAT legislation in order to ensure equality among entities working within the country and in the EU.

Bulgaria has two months to bring laws in line with European Union legislation, after which the Commission will bring the matter to the European Court of Justice.

According to the EC, the rules in Bulgaria on the conditions for refunding VAT to taxable persons subject to a tax audit discriminate against persons involved in intra-Community transactions.

Bulgarian legislation distinguishes between taxable persons operating only within Bulgaria and those carrying out transactions with other EU Member States, which is incompatible with the EU VAT Directive and with the principle of proportionality.

Under Bulgarian legislation, taxable persons who undergo a tax audit are refunded VAT at the end of the audit procedure. However, the time limits for audits are twice longer for entities involved in transactions within the EU, than those for entities working solely in Bulgaria.

By issuing the Reasoned Opinion on the matter Thursday, the European Commission has completed the last step in the infringement procedure before referring Bulgaria to the ECJ.

Per the 1st of January 2011 the amendments on Law on Income Tax of Individuals are in effect. The amendments have been published in the State Gazette (Държавен вестник) number 94, 30/11/2010.
The law affects companies paying rent to physical persons. As of the 1st of January 2011, companies who pay rent to physical persons are now obliged to withhold the tax on the taxable amount of the rent. The taxable amount is 90% (10 % are reserved for expenses of the landlord) of the rent as in the rental agreement. The tax payable is 10% over the taxable amount.

Example:

1. Rent: 1000 leva
2. Taxable amount (90% by p.1): 900 leva
3. Tax to be paid (10% by p.2): 90 leva
4. Amount to pay to landlord (p.1 – p.3): 910 leva

The tax has to be paid to the National Revenue Agency (NRA) by the company who pays the rent. The tax has to be paid until the 10th of the month following the month when the rent is paid for. The company shall provide to the landlord the relevant documents for paid rent and tax to NRA.

In case the tenant is a not a Bulgarian company, the tenant should not deduct the tax from the payable amount, as it is not a tax obliged entity in Bulgaria. It then is the responsibility of the lessor to pay his income tax.

Please feel free to contact us when you have any further question on the subject.

Maternity leave in Bulgaria – отпуск за бременност и раждане

To be entitled to maternity leave allowance it is necessary to have worked at least 18 months prior to taking the maternity leave.

The allowance is 90% of the average gross salary of the 12 months before taking maternity leave. The period for maternity leave in Bulgaria is 410 days of which 45 days can be taken before giving birth. With the mother’s consent, when the child reaches six months, the leave can be transferred to the father, or grandparents for the rest of the period. During the first 135 days you have to take 3 illness notes from a doctor or hospital.

Fathers are entitled to 15 days paid paternity leave following the birth of the baby.

After the first 410 days there is an allowance of 240 leva/month until the baby becomes 2 years old. When the mother starts working after 410 days, she still has right on 120 leva/month until the baby becomes 2 years old.

After 2 years the mother has right on 1 year more parental leave without allowance.

During the period of maternity leave the employer is obliged to continue to pay health insurance until the mother returns to work.

The allowance is paid by the National Health Insurance Fund (Национална здравноосигурителна каса)

Relevant laws:
– Law on allowance for families with children – Закон за семейни помощи за деца(Bulgarian)

Re-registration

The issue of Re-registration for companies in Bulgaria is still pending. At the end of 2010 the deadline was set at December 31, 2011.

Re-registration is obligatory for all companies registered before January 1st 2008.

Not fulfilling this obligation will lead to liquidation of the company. The company-owner will be held responsible for all expenses made concerning the liquidation.

After re-registration the financial reports over the 3 previous years have to be published at the Trade Register/Търговски регистър within 3 months after re-registration.

Ask your lawyer or accountant about the current status of your company or contact us when you have any further questions.

Cash registers Bulgaria

The use and registration of cash registers in Bulgaria is organized in decree nr. H-18 (НАРЕДБА № Н-18). For company owners and managers it is important to know that after the petrol stations all companies have to connect their cash register with the National Revenue Agency (NRA)

For companies registered for VAT this should be done latest in September 2011.
For all other companies the deadline to connect with the NRA is April 2012.

Feel free to contact us when you have any questions.