Variable Capital Companies in Bulgaria (VCC)
With the amendments and Supplements to the CC, published in the “State Gazette”, no. 66 of 01.08.2023, Bulgarian commercial law was enriched with a new type of commercial company – a company with variable capital. It is the latest type of company. The main
characteristics of VCC are:
1. It can be established by one or more natural or legal persons and is liable to creditors with its assets.
2. The legal requirements for VCC provide that the average number of personnel of the entity may not be greater than 50 employees, and
the maximal amount of the annual turnover and the maximal amount of assets must not exceed BGN 4,000,000.
3. VCC is a contractual company because it is established and governed by a company agreement. Its form is ordinary written form.
When it is established by one person, no contract shall be concluded, but an act of incorporation shall be drawn up.
4. Variable Capital Company shall be managed by a Director or Directorship Board.
5. VCC is subject to registration in the commercial register, in addition to the company, registered office, address and subject of
activity, the names of the members of the management board or the manager, the names of the persons representing the company and the
method of representation shall be registered.
6. The Capital is not a subject of registration into Commercial registrar and consists of shares. Shares are grouped into classes.
In a class, shares have the same nominal value. The minimum limit of one share is 1 Bulgarian cent.
7. Shares, classes and nominal values are defined in the articles of association. They are acquired by the partners who make contributions
in exchange for them. The partners receive rights from the shares. Shares are transferable and inheritable. Apart from being
transferable and inheritable, shares can be staked as well as acquired by the company itself. The transaction with shares takes
place through a contract, which is formal – written form with or without notarization of the signatures. The form is established in
the interest of the company itself, and therefore it is permissible to stipulate only a written form in the company agreement. From his company share, the partner acquires rights commensurate with its nominal value, but otherwise as well can be agreed upon. Certain shares may confer privileges stipulated in the contract (preferential company shares). Privileges, like shares and bonds, can be expressed in more than one vote, guaranteed or additional dividend or
liquidation share, right of redemption. Other privileges beyond the above may be provided for in the law or the company agreement. It is
possible for preferred shares to be deprived of voting rights, which are acquired in the event of an unpaid or delayed dividend. If you’re
looking for a business structure that offers flexibility, tax advantages, and easier access to capital, a variable capital company
may be the right choice for you.
Characteristics:
| Name restrictions | The name must be unique. The business name of the company shall contain the designation “variable capital company” or abbreviated “VCC”. Our customer services center can check if a specific company name is available. |
| Local address requirement | Yes |
| Capital and shares | The capital of the company shall be variable and shall not be recorded in the Commercial Register. The amount of the capital at the closing of the financial year and the change thereof in relation to the previous financial year shall be established by decision of the regular annual General Meeting convened to review the annual financial statement. The capital of the company shall be divided into shares. All shares of the same class shall have the same value which may not be less than one euro cent. The shares of the different classes may have different value. Preference company shares may grant more than one vote in the Partners’ General Meeting, a guaranteed or an additional dividend, or a liquidation share, a right to buy back company shares, as well as other rights provided for by the law or in the Memorandum of Association. The company may acquire its own company shares under the terms and procedure provided for in the Memorandum of Association. The total amount of such own shares may not exceed 50 percent of the total amount of the shares. The company shall transfer, within three years, any and all own shares held in excess of this value. Otherwise, said shares shall be invalidated. The General Meeting may grant to persons employed by the company, regardless of the type of agreement or legal relationship therewith, a right to acquire shares where such right may be exercised only by transfer of own shares of the company. The total number of shares acquired, upon exercising the right to acquire shares, by persons employed by the company may not be more than 15 percent of all shares. |
| Minimum number of directors | 1 of any nationality |
| Director eligibility | Individuals only |
| Requirement for a local director | No, but using a local nominee director is recommended under certain circumstances |
| Requirement for accounting | Yes |
| Corporate flat tax rate | 10% on the net profit |
Services included in the price
- Preparation of all documents needed for the VCC company
- Translation of the foreign company documents in Bulgarian and their legalisation
- Translation of the VCC company documents in English
- Legalisation of documents notarised abroad
- State fees and revenue stamps
- Providing Certificate of Incorporation and Articles of Association translated in English
Price of the included services: 500,00 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 (90,00 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.
- A company logo (80,00 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 (20,00 EUR)
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.
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 the company’s shareholder shall be a foreign legal entity, you shall need a official document (usually issued by the registrar authority) proving the existence of the said legal entity, and showing the persons that represent it. We encourige you to further comminicate this matter with us to safe time, effort and energy.
- After you submit an order and send your scanned passport, we will draft all required documents, 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 Mission Abroad – Embassy/Consulate, or if there is no Bulgarian consulate at your location, the notary certification may be carried out by any foreign notary. With the last, an Apostile has to be dully attached.