Dimitrov Ivanov & Partners - Attorneys at law

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Frequently Asked Questions

1. How do I set up a limited liability company in Bulgaria?

Setting up a Bulgarian limited liability company (an "OOD" in Bulgarian) is fairly easy and fast. Paperwork is not much - articles of association, constituent meeting minutes and several declarations. The manager(s) must provide specimens of their signature(s) (which must be made before a notary). The minimum share capital is EUR 1, and it must be paid in before filing for registration. In general you can expect the company to be registered within one or two day after filing for registration.

2. Can I buy a Bulgarian shelf limited liability company?

Yes, you can, though setting up a new company can be equally easy and fast. Expenses (which include attorney, notary and state fees) should not differ significantly as well. An additional argument for choosing a newly established company is that by choosing this option you will be certain that you are getting a "clean" company without potentially problematic past.

3. How do I choose between a limited liability company (OOD) and a joint-stock company (AD)?

The choice between a limited liability company (OOD) and a joint-stock company (AD) depends mainly on your preferences with respect to management and capital structure (among others). An OOD can be managed by a single person, has very low minimum capital requirements and cannot issue debt. An AD, on the other hand, requires a board of minimum 3 members, has a BGN 50,000 (ca. EUR 25,000) minimum capital requirement and can issue various types of securities. Of course, there are other differences, which we discuss in a dedicated paper under the Publications section.

4. What are the statutory criteria for filing a merger notification with the Commission for Protection of Competition?

There are two main criteria to be met. The first criterion refers to the form of concentration: (a) merger between two or more independent undertakings; (b) acquisition of sole or joint control; or (c) establishment of a full-functioning joint venture. The law introduces as a second criterion the following turnover thresholds generated in the previous financial year within the territory of the Republic of Bulgaria: (a) the aggregate turnover of the participants in the concentration exceeds BGN 25 million (ca. EUR 12.5 million); and (b) either the turnover of each of at least two of the participants in the concentration, or the turnover of the target company, exceeds BGN 3 million (ca. EUR 1.5 million).

5. How can I protect my company’s rights from unfair competition acts of another company operating on the same market?

The Bulgarian Protection of Competition Act prohibits any act or failure to act in the course of carrying out business activity which contradicts fair business practices and harms or may harm the interests of competitors in their mutual relations. Unfair competition may have various forms, such as damaging the good reputation of competitors; imitation; unfair solicitation of clients; disclosure of production or trade secrets, etc. If another company acts against you through any of these forms of unfair competition, you can approach the Commission for Protection of Competition (CPC). For this purpose you need to fill in a standard form requesting the CPC to initiate a procedure for establishing unfair competition practices of the other company and imposing sanctions. In addition, you can seek compensation before a civil court for violations under the Protection of Competition Act made by the other company.

Q: Can I file a claim for defective goods if they are not covered by a specific warranty and in what term?

A: Pursuant to the Consumer Protection Act each consumer (i.e. a natural person acquiring goods not designed for carrying out business or professional activities) is entitled to file a claim before the trader or his proxy for defective goods irrespective of whether the latter are covered by a warranty or not. The law delineates the general criteria for compliance of goods, i.e. such criteria according to which you can ground your claim. You have to provide at least a cash receipt or an invoice, or any other document(s) establishing the grounds and the amount of the claim, and the claimed non-compliance of the goods. You can claim for refunding of the paid sum, replacement of the goods, cutting off the price or free-of-charge repair of the defective goods. If the goods are not covered by a specific guarantee, the claim can be raised within 2 years as from the purchase of the goods but not later than 2 months as from establishing the claimed discrepancy. Please also note that you can only claim discrepancies and defects that have existed at the moment of purchasing the goods. Filing a claim does not preclude your right to address the court.

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