Company law in Bulgaria. Trade lawyer in Bulgaria.

Structuring holding groups.

A holding company is a public limited company, a limited partnership with shares or a limited liability company which has the purpose of participating in any form in other companies or in their management, with or without carrying on its own production or trading activities.  The trading companies in a holding company are dependent, they are called subsidiaries in contrast to the parent company. Subsidiaries are companies in which the parent company (referred to as the holding company) owns or controls, directly or indirectly, at least 25% of the shares or stakes or can appoint, directly or indirectly, more than half of the members of the board of directors. The objects of the holding company in Bulgaria may be: acquisition, management, valuation and sale of participations in Bulgarian and foreign companies; acquisition, management and sale of bonds; acquisition, valuation and sale of patents; financing of companies in which the holding company itself participates. The holding company may not: participate in a company which is not a legal person; acquire licences which are not intended for use in the companies it controls; acquire real estate which is not necessary for its operation.

The holding company has its own legal semantics, although its legal framework has not yet acquired full practical application. Holding companies also have a special tax regime which has not yet been established by the tax authorities. However, the legal aspect is settled. A holding company consists of two parts: a holding company and subsidiaries. Their relationship must meet the following formal criteria:

The holding company must be a capital company. At least 25 % of the holding company's capital must consist of shares in companies. At least 25% of the capital of each subsidiary must be held by the holding company. What does it matter if we have a holding companyor not? The trading companies in the holding company are separate legal entities, so each is a separate tax entity. They each pay tax on the profits, calculate a dividend to the holding company where they are taxed again. We have double taxation on the same income.

The process of incorporation and registration of companies is associated with a number of legal specifics and issues that should be considered at the outset of company registration, whether one is registering a sole proprietorship, limited liability company, limited liability partnership, limited liability company, etc. under the Commercial Act or registering a limited liability partnership under the Obligations and Contracts Act.

Purchase, merger, amalgamation and division, sale of shares and stocks.

The team of Kostov & Partners will advise you in connection with the transformation of your commercial company in the following hypotheses:

A merger is any transformation for which the following conditions are simultaneously met:

1. all assets and liabilities of one or more converting companies are transferred to an existing receiving company, and the converting companies are dissolved without liquidation;

2. the shareholders or members of the converting companies are issued shares or units in the receiving company. A merger is also any conversion in which all the assets and liabilities of a converting company are transferred to a receiving company holding all the shares or units of the converting company and the converting company is wound up without liquidation.

A merger is any reorganisation for which the following conditions are simultaneously satisfied:

1. all the assets and liabilities of two or more converting companies are transferred to a newly established company and the converting companies are dissolved without liquidation;

2. the shareholders or members of the companies being converted are issued shares or units in the newly established company.

A demerger is any reorganisation for which the following conditions are simultaneously met:

1.all the assets and liabilities of a converting company are transferred to two or more existing or newly established companies and the converting company is dissolved without liquidation;

2. the shareholders or members of the company being converted shall be issued with shares or units in each of the existing or newly established companies in proportion to the shareholdings of the shareholders or members in the company being converted.

A spin-off is any conversion for which the following conditions are simultaneously satisfied:

1. one or more of the separate activities of the converting company are transferred to one or more existing or newly established companies, the converting company is not dissolved and at least one separate activity is retained;

2. the shareholders or members of the company being converted shall be issued with shares or units in the existing or newly established companies in proportion to their shareholdings in the company being converted.

Transfer of a separate activity.

A transfer of a separate business is a reorganisation in which one, more or all of the separate businesses of a reorganising company are transferred to one or more existing or newly incorporated companies and, in exchange, the existing or newly incorporated companies issue shares or units to the reorganising company and the reorganising company is not wound up.

An exchange of shares or units is a conversion for which the following conditions are simultaneously met:

1. the acquiring company, as a result of the conversion, owns more than half of the voting shares or units of the acquired company or, where it already owns such a share of the capital, acquires an additional share of the shares or units;

2. the shareholders or members of the acquired company exchange their shares or units for the issue of shares or units by the acquiring company.

Additional cash payments and non-issue of shares or units.

In the case of a merger, amalgamation, division, demerger and exchange of shares or units to achieve an equivalent exchange ratio, cash payments may be made to the shareholders or members of the converting or acquired companies of up to 10 per cent of the nominal value of the shares or units issued as a result of the conversion. 

Drafting of management and control contracts.

The Kostov & Partners team will advise you in relation to management and control agreements for a commercial company. The relationship between the company and its manager is governed by a management contract, which is concluded in writing on behalf of the company by a person authorised by the general meeting of shareholders or by the sole owner. The basic remuneration to be paid by the company each month, which is not dependent on the financial performance of the undertaking to be managed, should also be fixed when this type of contract is concluded. The free determination of the content of the contract allows it to be as close as possible to the employment relationship. In this context, the lawyers of Kostov & Partners will also advise you in relation to your rights and obligations concerning the taxation of the income of individuals under the Personal Income Tax Act, concerning remuneration for personal work performed in companies and cooperatives by partners, shareholders and member-cooperators.

If you are in need of an attorney specializing in corporate law in Plovdiv, Bulgaria please contact the team of Kostov & Partners here and now:

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