Legal advice in Bulgaria, set up a company in Bulgaria

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In this section we would like to make the purchase of real estate in Bulgaria more comprehensive for foreign buyers. There are some specifics of the Bulgarian legislations, which every buyer has to consider when intending to make an investment in Bulgaria.

 In brief:
1. You can buy an apartment without any hassle.
2. You can buy residential property with land without any hassle, provided that you are an EU citizen
2. You can buy agriland or forest by forming your Bulgarian company, which will actually own the property. One company can own unlimited number of properties.
 
Generally apartments in holiday complexes are being sold without the land, on which the building is standing. Some developers are also offering villas in villa communities, which you can purchase without forming a company. This according to Bulgarian legislation allows non-EU buyers a deal with an ease. You can own in your name as a physical person the apartment (villa) you have chosen.
 
Nevertheless, some apartments, residential in most of the cases, are being sold with ideal part of the land, on which the apartment complex has been built. This requires a company set up for non-EU buyers.
 
How can I form a Limited Liability Company?
A foreign or Bulgarian person (judicial or physical) has the right to form a Bulgarian company. The person/persons will be liable for the company's obligations to the value of his/hers share in the company's registered capital. The shareholders conduct preliminary discussions on the commercial activities they intend to engage in. Based on their agreement, Articles of Incorporation are prepared & signed by all shareholders.
A dedicated bank account is opened to collect all share capital. The minimum share capital required is a symbolic 2 BGN (approximate equivalent to just about 1 Euro).
The company exists from the moment it is added to the Commercial Register of the district court of where the company will be based. The entry is made upon issue of a district court decision for the incorporation. The following documents must be available at the time of the submission of registration application to the district court.
1. Application for registering a company name
2. Application for registering a company and distribution of owners’ shares.
3. Articles of incorporation
4. Memorandum for appointment of Director/ Directors
5. Proof that the registered capital of 2 BGN (about 1 EURO) has been paid.
6. Specimen of signature
7. Declarations for participation in other companies.
8. Power of attorney to the person, who will represent you for forming the company.
 
The Bulgarian State Gazette is the official paper of Bulgarian State. All Bulgarian legislation is published there for the law to take effect. Publication of the company entry in the Commercial Register does not complete your company formation, it announces to the general public the act of formation.
 
Finally, your new company will need to register immediately with the National Tax Register Authority.
 
The costs involved are:
1. Capital: 2 leva. This is the capital that you need to raise for registration. Once the company has been set up, these funds can be accessed and withdrawn.
2. Administrative costs: up to 475 Euro. These are payable to solicitor for preparing all company forms, taxes to the state & registration court.
The process of forming your company can take about 2 weeks.
 
Real Estate Tax Summary

Transfer taxes
The transfer is subject to notary and municipal fees. The notary fees are paid on the higher of the market price or the book value of the property at varying rates. In addition,  up to 4% of the market value of the property is paid to the municipality in which the real property is situated upon completion.
 
Capital Gains Tax
There is no Capital Gains Tax on the profit when your company sells one property a year, but the standard rate of corporate tax (10% in 2015).
 
Local taxes and rates
The owner of a building or a plot is obliged to pay a councill property and garbage collection tax. Where a building is built on a State or municipal plot, the value of the plot will also be included in the tax base. The tax varies depending on location and municipality. Arable land is exempt from local taxes.
 
Value Added Tax
Transactions with land, building right and lease of property for residential purposes are exempt from VAT (Value Added Tax), all other real estate transactions are subject to VAT at the uniform rate of 20%. The buyer/lessee is entitled to a VAT refund, provided that its Bulgarian company(if such) is registered for VAT purposes.
 
The Notary Act (Title deed)
This is the final stage when you will complete the purchase and become the new owner of the property. You must confirm before the Notary Public the agreement to buy the property. The state and Municipal taxes must be paid, the full amount paid to the vendor and the title deed will be transferred into your name.