BULGARIA Law and Practice Contributed by: Marin Sarafov, Petya Norova, Iva Georgieva and Eduard Milchev, G&P Law
The main delay comes with the bank, as all company- related participants must satisfy statutory know-your- customer (KYC) requirements, which can sometimes take up to three weeks, even when the prep work is done beforehand. After that, all documents are filed at the CR for review, which takes around two business days. JSCs The timing is similar with a JSC, but with caveats in case of licensed activity. JSC establishment requirements are similar to those of LLCs, including the need for a capital bank account. Where specific activities (banking, insurance, etc) are practised, the respective licensing is required, which can take up to six months, depending on the regulator. VCCs VCC incorporation is the fastest. Since there is no formal requirement for a bank account to pay the capital into, the establishment of a VCC depends mostly on document preparation and filing at the CR, which takes approximately two busi - ness days. The preparation required in finding the best solutions to implement in the AoA is the more difficult and time- consuming task. 3.3 Ongoing Reporting and Disclosure Obligations All Companies All company forms must follow basic corporate housekeeping. Any changes in structure must be filed at the CR, for example, changes: • in the company’s name or address; • to the AoA; • to the capital; • to the shareholders; and • in management.
Additionally, companies must file the name of their ultimate beneficiary under the local anti-money laun - dering legislation, especially when foreign companies participate. Each company must file its approved annual financial report and, in some cases, this must be audited. All of the above are applicable to LLCs, while JSCs and VCCs have extra obligations. JSCs JSCs are subject to higher reporting standards and must, in most cases, present third-party audited reports. Internally, the management body undertakes to pro - vide timely reporting on operational matters when requested by the GM (and/or the supervisory board in a two-tier system). In the case of a licensed activity being carried out, the regulators usually require more frequent reporting and can carry out activity inspections. VCCs VCCs borrow the best practices from JSCs, but require “bullet-proof” accounting. The accounting team, engaged in servicing the VCC, is central to operations. It will be obliged to reflect how shareholding and monetary contributions are distrib - uted in the company, while the shareholders’ book states who owns what. 3.4 Management Structures LLCs LLCs can have either one or several managers. It is advisable for relations between the company and the appointed manager(s) to be strictly governed and laid out in a management agreement, supplementing the legislative framework. Basic limitations on finan - cial thresholds, authorisations and internal liability matters can be described therein. Where several managers are appointed, the company can be represented (i) by each manager individually;
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