Partnership limited by shares - Bulgarian Company Formation

Description

A Partnership Limited by Shares — known in Bulgaria as a KDA — is a specialised hybrid structure combining elements of a limited partnership and a joint stock company. It is governed by two distinct categories of partners with fundamentally different levels of liability.

How does a KDA work?

The unlimited partner or partners establish the company, bear full personal liability for all obligations of the KDA, and hold the exclusive right to select the limited partners who join the entity. Creditors may pursue their personal assets without limit.

The limited partners are liable only up to the amount of their capital contribution — their personal assets are fully protected beyond that amount.

Bulgarian law requires a minimum of one unlimited partner and at least three limited partners, making the KDA one of the few Bulgarian commercial structures with a mandatory minimum number of participants on both sides.

Key facts

A minimum registered capital of EUR 25,565 is required. The company name must include the abbreviation “KDA.” At least one director must be appointed, and a registered local address in Bulgaria is mandatory. The KDA is subject to the flat 10% corporate income tax on net profit and a 5% dividend withholding tax on profit distributions.

Is a KDA the right structure for you?

The KDA is most relevant for larger ventures where a controlling group of unlimited partners wishes to raise capital from a defined group of investors who participate with limited exposure. For most foreign investors, an OOD or EOOD remains the more practical choice — offering full limited liability, minimal capital requirements, and simpler administration.

Characteristics:

Name restrictions	The name must be unique. Our customer services centre can check if a specific company name is available.
Local address requirement	Yes
Minimum authorized capital	EUR 25 565
Minimum number of directors	3 of any nationality
Director eligibility	Individuals and legal entities
Minimum number of partners	At least 4 of any country – 3 limitedly liable and 1 unlimitedly liable
Partners eligibility	Individuals and legal entities
Legal form	KDA (corresponds to Partnership limited by shares)
Requirement for a local director or a partner	No, but using a local nominee director or a partner is recommended under certain circumstances
Requirement for accounting	Yes
Corporate flat tax rate	10% on the net profit

Fees

Services included in the price

Preparation of all documents for the partnership formation
Translation of the partnership documents in English
Legalisation of documents notarised abroad
Depositing the company capital into a capital raising account
State fees and revenue stamps
Providing Certificate of Incorporation and Articles of Association translated in English

Price of the included services: 1000,00 EUR

Optional services

Registered office (360,00 EUR / per year)

Any company, no matter domestic or foreign one, must have registered office in Bulgaria to which communications and notices from government institutions will be addressed. The official registered address is also visited by tax authorities. If you want to save money from opening your own office, you can select the Registered office + mailing address service. We will answer with the name of your company and confirm that the company is registered at this address. We will notify you for any mail received and visits by governmental or other institutions.

VAT registration (130,00 EUR)

VAT registration is voluntary except in some cases. Contact us so we can check whether your business activities are subject to mandatory registration.

Obtaining an EORI number (100,00 EUR)

EORI number is required by the EU regulations for all entities sending and receiving parcels outside the EU. It is needed when dealing with customs administration in any of the EU member states.

Opening bank accounts in a Bulgarian bank (200,00 EUR)

Depending on your preferences and needs we can open bank accounts in different currencies. E-banking is available for account operations via Internet. Bank cards can be issued with a brand of your choice. There are only a couple of banks that allow remote issuance of a bank card. In most cases opening bank account is possible remotely without being present in the bank in person, but some banks reserve the right to request presence in person under certain circumstances.

Opening a virtual POS terminal (200,00 EUR)

The service includes: Concluding an agreement with a financial institution, preferred by the client Opening bank account Providing a programme code, which can be implemented on the client`s website. It is packed with the technical information you need. Assistance in the communication with the financial institution in connection with conforming to the technical requirements of the website.

Obtaining Apostilles on the Certificate of Incorporation and Articles of Association (150,00 EUR)

We will provide Certificate of Incorporation and Articles of Association translated in English. However, these documents do not bear Apostille. If you wish one for each document, check this option.

OSS (One stop shop) registration (80,00 EUR)
Registration of an online store in the NRA (50,00 EUR)
A company logo (100,00 EUR)

We will design a company logo according to your guidelines. If you do not have an idea of how your logo should look like, we will make 3 variations for logo to choose from.

Creation of a company stamp (30,00 EUR)

We will make a stamp for you in the shape, color and text you prefer.

Internet domain registration .bg (40,00 EUR / per year)

We will register a website name on your choice with an internet domain .bg. The name you prefer must be unoccupied.

Providing a Bulgarian landline number (40,00 EUR/per month – limitless internet and calls in EU)

We will provide you with a Bulgarian landline geographical number (preferably prepaid) and you will have the opportunity to decide from which city and choose a number to your liking. After activating the number you will be able to use it through SIP from any device maintaining this protocol, such as computer and Smartphone.

Required documents

The documents required for performing this service are as follows:

Valid international or domestic passport, or national ID card of each of the directors (and shareholder, provided those are different individuals);
Notary certified specimen signature of each director;
If a partner in the partnership shall be a foreign legal entity, you shall need a document proving the existence of the said legal entity.

After you submit an order and send your scanned passport, we will fill out all documents with your personal information, including your specimen signature and will send them to you together with detailed instructions so you can read and sign them.

Notary certifications can be carried out in every Bulgarian consulate, or if there is no Bulgarian consulate at your location, the notary certification may be carried out by any foreign notary.

If the notary certification is carried out by a foreign notary, or if а partner in the Bulgarian partnership shall be a foreign legal entity, please contact us for more information, because the requirements are different for the different countries.