Legal Framework for Artificial Intelligence in Bulgaria

This post offers a non-exhaustive overview of the legal framework governing the development and deployment of artificial intelligence (AI) in Bulgaria. It specifically examines aspects of regulatory compliance, intellectual property, contractual agreements, and liability within the context of AI. As a member state of the European Union, Bulgaria is actively integrating EU regulations into its national legal system while also formulating its own strategic policies for AI advancement.

1. Regulatory Compliance

The regulatory compliance landscape for AI in Bulgaria is significantly shaped by European Union legislation, primarily the Artificial Intelligence Act (EU AI Act) and the General Data Protection Regulation (GDPR).

1.1. EU Artificial Intelligence Act (EU AI Act)

Adopted in 2024, the EU AI Act stands as the world’s inaugural major legislation to regulate AI. Its provisions extend to all EU member states, including Bulgaria, with the overarching goal of ensuring that AI systems are safe, transparent, and uphold fundamental rights.

Prohibited AI Practices: The Act explicitly bans certain AI practices deemed overtly harmful. These encompass systems designed to manipulate human behavior, utilize biometric data for social scoring, or facilitate real-time facial recognition in public spaces, except under strictly defined and justified circumstances, such as preventing terrorist threats. Such practices are considered infringements upon privacy and democratic principles.

Four Levels of AI Risk: The EU AI Act categorizes AI systems into four distinct risk levels: unacceptable, high, limited, and minimal. High-risk AI systems, which are deployed in critical sectors like healthcare, recruitment, law enforcement, or essential infrastructure, are mandated to adhere to stringent legal requirements. These include, but are not limited to, transparency, robust data governance, and human oversight.

Business Obligations: The implications for businesses vary based on their specific role within the AI lifecycle. Whether an entity functions as an AI provider, authorized representative, importer, distributor, deployer, or operator, distinct compliance obligations apply. Failure to comply can result in substantial penalties, potentially reaching up to €35 million or 7% of global turnover. While this intensifies regulatory scrutiny, it simultaneously establishes a clear framework for ethical innovation and fosters consumer trust.

Citizen Protection: For citizens, the Act significantly enhances protection against discrimination, surveillance, and opaque decision-making processes. It guarantees individuals the right to be informed when interacting with AI systems and to challenge outcomes that are deemed harmful.

1.2. Bulgaria’s National AI Strategy (2020–2030)

In December 2020, Bulgaria formally adopted the Concept for the Development of Artificial Intelligence in Bulgaria until 2030. This strategic document articulates the nation’s ambition to emerge as a leader in AI by actively promoting innovation, research, and ethical deployment.

Key Objectives: The strategy outlines several core objectives: cultivating a strong knowledge and skills base in AI; developing robust research capabilities; supporting innovative AI implementation; establishing a reliable infrastructure for AI development; securing sustainable funding; increasing public awareness and building trust in AI; and creating a regulatory framework for trustworthy AI consistent with international standards.

Compliance with EU Regulations: A central tenet of Bulgaria’s strategy is its commitment to compliance with EU regulations, including the GDPR, with the ultimate aim of establishing a “trust ecosystem” for AI systems.

2. Intellectual Property

Intellectual property (IP) considerations within the realm of AI are inherently complex and remain in a state of continuous evolution across both Bulgaria and the broader European Union. This section explores two primary facets: AI’s role as a consumer of protected content and its capacity as a creator of content.

2.1. AI as a User of Protected Content

The EU Directive, and subsequently Bulgarian legislation, streamlines the process for AI to utilize protected content without requiring prior authorization or payment in specific scenarios, thereby encouraging scientific advancement. This facilitation is particularly evident in the context of text and data mining (TDM).

Exceptions for TDM: Two significant exceptions are stipulated:

Should a right holder intend to prohibit AI usage, this prohibition must be communicated through automatically recognizable mechanisms (e.g., embedded within the code).
For scientific research conducted by public benefit organizations (such as the Bulgarian Academy of Sciences or universities), AI is permitted to use protected materials even if the rights holder has explicitly forbidden it.

2.2. AI-Generated Content and Copyright

This area is subject to considerable debate, primarily due to the absence of human authorship. In the United States, both the Supreme Court and the Copyright Office have affirmed that AI cannot hold patents, and works exclusively created by AI without human intervention are ineligible for copyright protection.

Human Intervention: Conversely, if an individual arranges AI-generated images into a comic, this collective work may qualify for copyright protection.

Stance of Bulgaria and the EU: Neither Bulgaria nor the EU has definitively resolved the complexities surrounding copyright for AI-generated creations. Legislative efforts are currently focused on finding a balanced approach.

Proposed Solutions: Various ideas are under consideration, including classifying AI creations as folklore works (which lack copyright but allow for related rights for producers/publishers) or mandating collective rights management organizations to oversee AI-generated content. The latter approach aims to provide compensation to human creators whose works were utilized for AI training, thereby addressing potential economic displacement.

3. Contracts

As of now, Bulgaria lacks specific legislation dedicated to AI-related contracts. Consequently, the general principles of contract law, as enshrined in the Obligations and Contracts Act, are applied to agreements involving AI. Nevertheless, the distinctive characteristics of AI systems introduce novel challenges that necessitate careful consideration in contractual relationships:

Scope of Services and Outcomes: Contracts must precisely delineate the scope of AI services, anticipated outcomes, and the criteria for success. This includes detailed specifications regarding the AI system’s functionality, performance metrics, and inherent limitations.
Intellectual Property Rights: It is paramount to clearly establish the ownership and usage rights pertaining to AI models, training data, and the outputs generated by AI. This clarity is especially crucial given the ongoing ambiguity surrounding copyright for AI-generated content.
Data Protection and Confidentiality: Contractual agreements should incorporate clauses that ensure strict adherence to GDPR and other pertinent data protection laws, particularly when AI systems process personal data.
Liability and Indemnification: A precise allocation of responsibility among the AI provider, developer, and end user is indispensable. This encompasses liability for any errors, omissions, or damages directly attributable to the AI system.
Ethical Considerations: While not directly legally binding, the integration of ethical principles and standards into contracts can significantly contribute to fostering trust and promoting the responsible development of AI.

4. Liability

Similar to contract law, Bulgarian legislation currently lacks specific provisions addressing liability stemming from AI systems. The general rules governing tort liability under the Obligations and Agreements Act are, therefore, applicable. However, determining liability for damages caused by AI presents a complex challenge, primarily due to the autonomous nature of some AI systems and the inherent difficulty in establishing clear causality.

Possible Liability Scenarios:

Manufacturer/Provider Liability: The manufacturer or provider of an AI system may be held accountable for defects in the system’s design, manufacturing, or usage instructions. This liability could also extend to inadequate testing or validation of the AI system.
Operator/User Liability: The individual or organization that deploys or operates an AI system may incur liability for improper usage, insufficient oversight, or non-compliance with stipulated operating conditions.
Data Liability: Accountability for the quality, accuracy, and legality of the data utilized for AI training is fundamental. Inaccurate or biased data can lead to discriminatory or detrimental outcomes, for which liability may be pursued.

Upcoming Changes: With the impending enforcement of the EU AI Act, the introduction of more specific liability rules is anticipated, particularly for high-risk AI systems. These forthcoming regulations are likely to include requirements for conformity assessments, robust risk management frameworks, and comprehensive documentation obligations, all of which will influence the distribution of liability.

Conclusion

Bulgaria, in alignment with the European Union, is proactively developing a comprehensive legal framework for artificial intelligence. The EU AI Act is poised to become a pivotal instrument in regulating AI systems, while Bulgaria’s national strategy will continue to guide the strategic development and deployment of AI within the country. Although issues concerning intellectual property, contractual relationships, and liability are still undergoing clarification, future legislation is expected to provide enhanced clarity and specific guidelines. For businesses, it is imperative to closely monitor these evolving developments and ensure full compliance with all applicable regulations to foster the ethical and responsible utilization of AI.

AI and the Law in Bulgaria: What Businesses Need to Know

As Bulgaria aligns with the European Union’s AI regulatory framework, understanding your legal obligations is critical. The EU AI Act and Bulgaria’s National AI Strategy 2020–2030 mark a turning point for ethical and responsible AI innovation. Here, the experts at Belcheva & Karadjova answer key questions about the changing legal landscape.

Q1: How is Bulgaria adapting to the new EU AI Act?
Bulgaria is integrating the Act into national law while advancing its National AI Strategy, emphasizing innovation, ethics, and trust in artificial intelligence.

Q2: What are key compliance challenges for companies using AI?
Businesses must manage risk classification, transparency, data governance, and human oversight to comply with the EU’s risk-based regulatory model.

Q3: Are there specific rules for AI-related contracts?
Not yet — Bulgaria currently applies general contract law. However, precise contractual clauses addressing performance standards, data protection, and liability are essential in any AI project.

Q4: Who is liable if an AI system causes harm?
Responsibility can rest with the developer, provider, or user, depending on the source of the issue — such as defective design, misuse, or biased data. Forthcoming EU legislation is expected to refine these rules.

Q5: What should companies do now?
Conduct a compliance audit, align internal policies with the EU AI Act, and consult experienced AI legal advisors to future-proof your operations.

💼 For strategic guidance on AI law, regulatory compliance, and contractual structuring in Bulgaria, reach out to Belcheva & Karadjova.
We help businesses innovate confidently — within the law.

VCC or LLC – Which Legal Form Is Better for Your Business in Bulgaria?

Starting a company in Bulgaria?

When registering a company in Bulgaria, the most common choice has traditionally been the Limited Liability Company (LLC / OOD). However, with recent amendments to the Bulgarian Commercial Act, a new form was introduced – the Variable Capital Company (VCC / DPK).

This raises the important question: Which is better – VCC or LLC?

In this article, we will review the advantages and disadvantages of both forms, outline the limitations of VCC, and give practical examples to help you decide.

What is an LLC (OOD)?

The LLC (OOD in Bulgarian) is the most popular company type for small and medium-sized businesses in Bulgaria.

It has a fixed capital, registered in the Commercial Register.
The minimum share capital is only BGN 2.
Liability of the shareholders is limited to their contributions.
Changes in capital or ownership require notarized agreements and official registration.

Advantages of LLC: stability, recognition by banks and investors, no limits on capital or employees.
Disadvantages: more formal and bureaucratic when changes are needed.

What is a VCC (DPK)?

The Variable Capital Company (VCC) is a new, more flexible form designed to support start-ups and growing businesses.

It has a variable capital, which is not registered with the Commercial Register.
The minimum capital is also BGN 2.
Shareholders can join and exit more easily, without notarized deeds.
Suitable for start-ups, family businesses, and online ventures.

Advantages of VCC: easy restructuring, fewer formalities, faster entry and exit of partners.
Disadvantages: statutory limitations, less familiar to banks and investors.

Limitations of VCC

While flexible, the VCC comes with restrictions defined by law:

Maximum capital/company’s assets: up to BGN 4,000,000.
Maximum employees: up to 50.
Limited investor trust: VCC is new and less established compared to LLCs or JSCs.

This means the VCC is designed mainly for small and medium-sized businesses, not for large-scale enterprises.

Comparison: VCC vs. LLC

Criterion	LLC (OOD)	VCC (DPK)
Capital	Fixed, registered	Variable, not registered
Minimum capital	BGN 2	BGN 2
Maximum capital/Company assets	Unlimited	BGN 4,000,000
Employees	No limit	Up to 49
Share transfer	Requires notarization	No notarization required
Best for	Traditional and larger businesses	Start-ups, small and dynamic businesses

Example Scenarios

Online store with several partners – VCC is convenient, as it allows for easy inclusion of new shareholders.
Tech start-up – VCC offers the flexibility needed during rapid growth phases.
Family-owned company with a small team – VCC simplifies management and shareholder changes.
Manufacturing company with many employees and high investments – LLC or JSC is a safer choice due to the absence of statutory limits.

Conclusion

When deciding between VCC and LLC, the choice depends on your business goals:

LLC is more suitable for traditional, stable, and long-term ventures, especially when dealing with banks or large investors.
VCC is a modern and flexible option for start-ups and small businesses that need agility, as long as they stay within the legal limits.

Tip: Before company registration in Bulgaria, consult with a qualified lawyer to select the best structure for your specific needs.

Frequently Asked Questions (FAQ)

1. Which is better – VCC or LLC?

For small, dynamic businesses or start-ups, the VCC is more flexible. For stability and stronger recognition by banks, the LLC is better.

2. What is the minimum capital for VCC and LLC?

Both require a minimum capital of just BGN 2.

3. Are there limitations for VCC?

Yes. A VCC can have up to BGN 3,000,000 capital and a maximum of 50 employees.

4. Can new shareholders easily join a VCC?

Yes. Unlike LLCs, a VCC does not require notarization for the transfer of shares.

5. Which form do banks and investors prefer?

Banks and major investors generally prefer the more established LLC and JSC structures.

6. Is a VCC suitable for an online store or a start-up?

Yes, this type of company was specifically designed to support such businesses.

7. Can I start with a VCC and later switch to LLC?

Yes. The law allows a VCC to transform into an LLC or JSC if it exceeds the statutory limits.

Still not sure for the right business formation, we are here to help you request expert advice from our commercial lawyers.

ДПК или ООД – коя форма е по-добра за регистрация на фирма?

Кратък анализ на разликите

С последните изменения в Търговския закон в България се появи нова правно-организационна форма – Дружество с променлив капитал (ДПК). До този момент най-често използваната форма за малък и среден бизнес беше Дружеството с ограничена отговорност (ООД). Логично възниква въпросът – коя от двете форми е по-подходяща за нов бизнес?

Какво представлява ООД?

ООД е най-популярната форма за търговско дружество в България. Характеризира се със:

Фиксиран капитал, записан в Търговския регистър.
Минимален размер на капитала – 2 лева.
Отговорността на съдружниците е ограничена до размера на дяловете им.
Всички промени в капитала (увеличаване, намаляване) подлежат на вписване и често са свързани с нотариални заверки, съдебни такси и по-дълга процедура.

ООД е стабилна и добре позната форма за регистрация на фирма, предпочитана от банки, инвеститори и контрагенти заради своята предвидимост.

Какво представлява ДПК?

ДПК е нова бизнес формация, въведена с цел да облекчи гъвкавостта и достъпа до капитал на дружествата. Основни характеристики:

Променлив капитал, който не е фиксиран в Търговския регистър. Той може да се увеличава и намалява без да се преминава през сложни процедури и вписвания.
Минимален капитал – отново 2 лева.
Отговорността на съдружниците остава ограничена до размера на дяловете им.
Лесно приемане и напускане на съдружници – прехвърлянето на дялове е опростено и без нотариална заверка.
По-динамична структура, подходяща за стартъпи, семейни компании, онлайн бизнеси или бизнеси, които очакват чести промени в капитала и съдружниците.

Ограничения при ДПК

Въпреки гъвкавостта си, ДПК има и някои съществени ограничения, които трябва да се имат предвид:

Максимален размер на капитала или активи – до 4 000 000 лева. След достигането на този праг, дружеството е длъжно да се преобразува в друга форма (например ООД или АД).
Максимален брой служители – до 49 души. Ако компанията разшири дейността си и премине този лимит, също трябва да промени правно-организационната си форма.
Ограничения при инвестиции – ДПК не е предпочитан избор за по-големи инвеститори и банки, тъй като е нова и все още непозната структура на пазара.
Не е подходяща за мащабен бизнес – законодателят я е създал именно за малки и средни компании, както и за стартиращи дружества.

Сравнение между ДПК и ООД

Критерий	ООД	ДПК
Капитал	Фиксиран, вписан в регистъра	Променлив, не се вписва
Минимален капитал	2 лв.	2 лв.
Максимален капитал/активи	Без ограничение	До 4 000 000 лв.
Служители	Без ограничение	До 50
Прехвърляне на дялове	С нотариална заверка	Без нотариална заверка
Подходящо за	Традиционен бизнес, големи проекти	Стартиращи фирми, малък и среден бизнес

Кое да изберем?

Ако търсите традиционна форма, която е добре позната на банки и институции, и планирате стабилен, по-малко динамичен бизнес – ООД е по-подходящият избор.
Ако обаче стартирате иновативна компания, планирате чести инвестиции, промени в структурата на съдружниците или искате максимална гъвкавост – ДПК може да бъде значително по-удобна форма.

Примерни сценарии

Онлайн магазин с няколко съдружници – ДПК е удачно, защото улеснява приемането на нови партньори.
Технологичен стартъп – ДПК дава нужната гъвкавост в началните етапи.
Семейна фирма с малък екип – ДПК е удобна форма за управление и растеж.
Производствено предприятие с голям персонал – ООД или АД е по-подходящо заради липсата на лимити.

Често задавани въпроси (FAQ)

1. Какво е по-добре – ДПК или ООД?

Ако планирате малък или стартиращ бизнес с чести промени в съдружниците – ДПК е по-гъвкаво. Ако обаче искате стабилност и разпознаваемост пред банки и партньори – ООД е по-подходящо.

2. Какъв е минималният капитал за регистрация на фирма като ДПК или ООД?

И при двете форми минималният капитал е само 2 лева.

3. Има ли ограничения при ДПК?

Да. Максималният капитал/активи е 4 000 000 лв., а броят на служителите – до 49. Ако фирмата надхвърли тези лимити, трябва да се преобразува в ООД или АД.

4. Мога ли лесно да добавям нови съдружници в ДПК?

Да. Приемането и напускането на съдружници е значително по-лесно, тъй като не се изисква нотариална заверка на договорите.

5. Коя форма предпочитат банките и инвеститорите?

По традиция банките и по-големите инвеститори се доверяват повече на ООД и АД, тъй като са стабилни и добре познати форми.

6. Подходящо ли е ДПК за онлайн магазин или стартъп?

Да, именно за такива бизнеси ДПК е създадено – динамични компании, които се нуждаят от лесни промени в капитала и съдружниците.

7. Мога ли да започна с ДПК и после да премина към ООД?

Да. Законът предвижда възможност ДПК да се преобразува в ООД или АД, ако бизнесът се разрасне и надхвърли установените лимити.

Заключение

ДПК е модерна алтернатива на ООД, която цели да насърчи предприемачеството чрез гъвкавост и по-ниска административна тежест. Въпреки това, ООД остава по-познато и по-консервативно решение. Изборът между двете зависи от спецификата на бизнеса, плановете за развитие и нуждите на собствениците.

Нашият екип ще Ви помогне да изберете най-подходящата бизнес структура, която да отговаря на вашите нужди. Свържете се с нас, ние сме тук за да ви помогнем!

Unlocking the Mysteries of the European Inheritance Certificate in Bulgaria

Are you one of the many heirs looking to claim your rightful inheritance in Bulgaria? Have you heard about the European inheritance certificate but have no idea how to obtain one? Look no further, as we delve into the details of this important document and how it can help simplify the often complex process of settling an estate across European borders.

In Bulgaria, as in many European countries, inheritance laws can be complicated and vary from region to region. This is where the European inheritance certificate comes into play. Officially known as the European Certificate of Succession, this document is meant to facilitate the recognition of your status as an heir in another European country.

Obtaining this certificate can be a daunting task, but with the right guidance and legal assistance, the process can be made much easier. It is important to understand the specific requirements and procedures involved in obtaining this certificate in Bulgaria, as failure to comply with these regulations can lead to delays and complications in the inheritance process.

Whether you are a Bulgarian national living abroad or a foreign national seeking to claim inheritance in Bulgaria, having the European inheritance certificate in hand can streamline the process and ensure a smoother transition of assets. By proving your legal status as an heir, you can avoid the red tape and bureaucracy often associated with cross-border inheritances.

So, if you find yourself navigating the complex waters of inheritance laws in Bulgaria, remember that the European inheritance certificate is your key to unlocking the mysteries of the estate settlement process. Seek out the assistance of legal experts who specialize in European inheritance law to guide you through the process and ensure a successful resolution of your inheritance claim.

In conclusion, don’t let the complexities of inheritance laws in Bulgaria deter you from claiming what is rightfully yours. With the European inheritance certificate in hand, you can confidently assert your status as an heir and secure your share of the estate.

Contact our legal professionals to help you navigate the process and ensure a smooth transition of assets across European borders.

Navigating Liquidation Proceedings in Bulgaria: A Guide for Business Owners

Are you a business owner in Bulgaria facing financial difficulties and considering liquidation proceedings? It can be a daunting and complex process, but with the right knowledge and guidance, you can navigate through it successfully. In this article, we will break down the key steps and requirements of liquidation proceedings in Bulgaria to help you understand what to expect and how to proceed.

First and foremost, it is important to understand that liquidation proceedings in Bulgaria can be either voluntary or involuntary. Voluntary liquidation occurs when the business owners make a decision to terminate the company’s activities and liquidate its assets. On the other hand, involuntary liquidation can be initiated by creditors or the court due to insolvency.

If you have decided to proceed with voluntary liquidation, the first step is to convene a general meeting of the shareholders to adopt a resolution for liquidation. This resolution should outline the reasons for liquidation, appoint a liquidator, and set out the liquidation procedure. The liquidator is responsible for managing the liquidation process, collecting and distributing assets, and carrying out all necessary activities to properly wind up the company.

During the liquidation process, the liquidator must prepare a liquidation plan, which includes a list of creditors, an inventory of assets, and a plan for the distribution of assets. Creditors must be notified of the liquidation proceedings and given the opportunity to submit their claims to the liquidator. Once all debts and liabilities have been settled, any remaining assets will be distributed to the shareholders based on their shareholding.

It is important to note that there are strict timelines and procedures that must be followed during the liquidation process in Bulgaria. Failure to comply with these requirements can result in legal consequences for the company and its directors. Therefore, it is crucial to seek legal advice and guidance from a qualified professional to ensure that the liquidation proceedings are conducted properly.

In conclusion, liquidation proceedings in Bulgaria can be a complex and challenging process, but with the right knowledge and support, you can successfully navigate through it. By understanding the key steps and requirements of liquidation, you can ensure that the process is conducted in a timely and efficient manner, ultimately allowing you to move on from your business and start anew.

Out legal team will assist you entirely to pass the process of liquidation proceedings successfully.

EU Blue Card in Bulgaria solution for highly qualified foreigners

Who can qualify for a EU Blue Card?

The EU Blue Card is an option provided to highly qualified professionals, to work and reside legally on the territory of the European Union. The procedure provides access to the labor market in the Republic of Bulgaria with the “Blue Card of the European Union” to professionals – citizens of third party countries outside the European Union only. While EU citizens can travel, reside and work in other EU member states freely, with very few administrative requirements.

The conditions under which the employees – citizens of third party countries and their family members may enter, reside in and leave the Republic of Bulgaria, are determined locally by the Law on Foreigners in the Republic of Bulgaria.

Who can qualify for a EU Blue Card?

“Highly qualified employment” is an employment for a person who has a high professional qualifications:

1. Acquired higher education level, which is certified by a diploma, certificate or other official document issued by a competent authority, after studies of a duration of not less than three academic years conducted by an educational institution recognized as a higher education institution by the relevant country, or:

2. The gross salary specified in the foreigner’s employment contract is at least 1.5 times higher than the average salary in the Republic of Bulgaria according to the available data for the last 12 months before the conclusion of the employment contract.

3. The duration of the employment contract is not shorter than 6 months.

An access to the labor market with the “European Union Blue Card” is awarded by the Ministry of the Interior following received positive written statement from the executive director of the Employment Agency.

The family members of an EU Blue Card holder have the right to reside, work and carry on an activity on the territory of the Republic of Bulgaria for the period of residence of EU Blue Card holder with the permission of the executive director of the Agency for employment to access the labor market.

During the first 12 months of highly qualified employment, the holder of the European Union Blue Card can perform the activities corresponding to the conditions under which was issued the Blue Card of the European Union only on the territory of the Republic of Bulgaria.

During this period, the holder of the “Blue Card of the European Union” can change his employer under the conditions and according to the procedure defined by the Law on foreigners in the Republic of Bulgaria.

An application for the issuance of the EU Blue Card shall be submitted on paper or electronically at the Migration Directorate or at the regional directorates of the Ministry of the Interior, by the employer or a person authorized by the employer or by the foreign applicant.

A holder of an “EU Blue Card” issued by another member state of the European Union, and who has legally resided in the territory of that member state for 12 months, may reside in the Republic of Bulgaria together with his family members for the purposes of highly qualified employment.

Wheither you are an Employer or Employee, and in need of an assistance with obtaining of EU Blue Card, please do not hesitate to contact our team of lawyers.

Variable Capital Company in Bulgaria

The new “train” for business

With the latest ammendments and Supplements to the Commercial Code, 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 new regulation, which has only been adopted and published so far, will enter into force in 2024.

The main characteristics of VCC are:

It can be established by one or more natural or legal persons and is liable to creditors with its assets.
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.
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.
Variable Capital Company shall be managed by a Director or Directorship Board.
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.
The Capital 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.
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 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.

VCC or LLC – Which Legal Form Is Better for Your Business in Bulgaria?
What are the other options to start a company?

Non-performance of monetary obligation in Bulgaria I part

Money are due on the acquisition of certain property (goods) or against the right to the enjoyment. With the amount of money most frequently are payed the development of a chattel or provided service. Salary (remuneration) also gets money. In currency debt “convert” and outstanding non-cash liabilities when seeking their realization through court. Damages from tort are evaluated and compensated with money too.

Then what are the consequences due to non-performance in accordance with Bulgarian laws?

Non-performance most often causes damages to the creditor for compensation of which the legislator should predict appropriate arrangements. The determination of compensation for the creditor of a monetary obligation is possible in two main versions:

1. By the law;

2. By agreement not forbidden by the law;

Compensation by the law

Here we can distinguish two cases:

– general rules of law

– special rules of law

Compensation in accordance with general rules

The principle of the Law of Obligations and Contracts is that to the creditor is due full compensation of the damage suffered, which are in direct consequence of the failure. In the legal doctrine it is undisputed that objective impossibility of performance of a monetary obligation is unthinkable. The genus of money could never perishes and this is explicitly enshrined in Art. 81, para. 2 of Bulgarian Law on Obligations and Contracts.

Since the implementation of the monetary obligation is always possible creditor may claim money owed (performance) together with compensation for the delay.

The latest gives rise to affirm the understanding that monetary obligation could only be delayed execution, respectively would be due only a compensation for delay. According to the general rules when claiming compensation, the creditor must prove the damage has suffered, and their size. In most cases this is associated with serious difficulties. Losses incurred, except that the creditor should to prove them, should to be identified and their causal connection with the default. Even more difficult on practice is to prove benefits lost.

To avoid such evidentiary difficulties and taking in mind the special nature of money in commodity-money relations legislator created special rules regulating relations regarding non-performance of monetary obligation.

Special rules on compensation – legal default interest

Bulgarian Law on Obligations and Contracts provides – “for non-performance of monetary obligations debtor owes compensation in amount of the statutory rate from the date of the delay. For actual damages in a higher amount the creditor may claim damages under the general rules.

In Bulgaria statutory rate of interest is determined by the Cabinet. Currently, legal default interest is determined by Decree № 72 of 1994 amounted to 10 percentage points above the base rate of the Bulgarian National Bank, and for liabilities in convertible currency to 10 points over three-month LIBOR for the respective currency. Such is the regulation of so called Legal default interest. It is “legal” because the law defines the conditions under which it is due, as well as its size.

The first prerequisite is to be due amount of money. Ain’t no matter on what grounds the debt was incurred – contract, tort, judgment and so on.

The second prerequisite is that a monetary obligation is not yet fulfilled, i. e. the debtor is in default. In art. 84 OCA defined the starting point of the delay:

1) at a fixed date for performance – with it’s expiration;

2) in the absence of agreement to date – following a call from the creditor;

3) in debt arising from tort, the debtor is deemed in default at the time of the injury, whether the creditor invited him to pay compensation or not.

In the next post we will review Compensation by agreement not forbidden by the law.

RP in Bulgaria based on commercial activity

Lots of NON EU entrepreneurs are facing with a problem when they need to stay in Bulgaria for more than 90 days (in every 180 days). This is due to both Bulgarian and EU immigration legislation procedures.

In general there are two main types of regimes depending of presence or lack of an agreement for visa free regime between their state and EU.

In the first case (when there are an agreement for visa free entrance), citizens may travel to Bulgaria without the need of entry visa and can stay up to 90 days (in every 180 days) but not a day more. Some of the countries in this list are:

United States of America, Australia, Albania, Andorra, Argentina, Bosnia and Herzegovina, Brazil, Venezuela, Guatemala, Israel, Canada, Hong Kong, South Korea, Costa Rica, Macedonia, Malta, Malaysia, Mexico, Moldova, New Zealand, Singapore, Serbia, Japan and so on.

In the second one visitors from countries that doesn’t have an agreement for visa free regime should hold in any case entry visa.

And so, simply running a company in Bulgaria doesn’t allow you to reside in the country. There are three main ways to obtain Residency Permit (RP) in connection with commercial or supporting activity in Bulgaria (except Investment Immigration program):

– to employ 10 Bulgarian citizens in your company;

– to act as a self employed person (freelancer);

– to act as a representative person of foreign entity registered with Bulgarian Chambers and Commerce and Industry;

In this post I will provide you with information for the third option, namely – to obtain residency permit in Bulgaria acting as a representative of a foreign entity.

This possibility is regulated by Law on Foreigners and Investment Encouragement Law.

In order to complete applicants should go through 3 procedures:

1. Registration of Trade Representative Office of foreign entity at Bulgarian Chambers & Commerce.

According to the Investment Encouragement Law, the representative offices in Bulgaria is not a legal entity and can perform only non profit activities such as: identifying the market opportunities and making surveys regarding the business in the Bulgarian market, making travel arrangements for the potential clients to the head office or for the company’s representative in Bulgaria, make promotional campaigns in order to make the goals of the company known in the Bulgarian market, trying to find investment opportunities.

A representative office cannot raise invoices for services or goods and also cannot be invoiced for procured services or goods. All transactions are considered done for the foreign entity.
The representative offices cannot close deals in the name of the Trade Representative Office, but for foreign company and also cannot sign any contracts.
A representative office may hire personnel and enter into agreements but cannot perform any activity that can be considered commercial otherwise it must be registered as a legal entity and enroll for the specific taxes.

BBCI

What documents are required for the setup of a Trade Representative Office in Bulgaria?

The representative office must be registered at the Bulgarian Chamber of Commerce and Industry based on specific documents such as:
– the application for registration,
– the decision of opening of a representative office and the decision of appointing the person in charge for the representative office’s activities,
– the certificate of registration of the foreign company, showing existence, ownership, representation and a person that represent it, current status (Certificate of Good Standing) of the foreign entity ( and issued no later than 6 months on it’s presence at BCCI).
– the power of attorney in original for the person appointed to carry the activities of the representative office,
– proof that the Chamber of Commerce Industry’s fees were paid and the registration card for the information system of the Bulgarian Chamber of Commerce and Industry.

Nota Bene: Only legal entity may apply for TRO (Trade Representative Office) and not sole proprietor as a business form. A legal entity is a legal construction through which the law allows a group of natural persons to act as if they were a single person for certain purposes. The most common purposes are lawsuits, property ownership, and contracts.
Nota Bene: All official documents that are issued outside Bulgaria should be accompanied with Apostille, (if the country of origin is a member of Apostille Convention – The Hague Convention Abolishing the Requirement for Legalisation for Foreign Public Documents) translated in Bulgaria and translation certified at Bulgarian Ministry of Foreign Affairs – consular relations.

The whole procedure of registration doesn’t take longer than a week if all the documents are accurate and delivered on time.

Once TRO is being registered applicant may proceed with the next step.

2. To apply for issuing of Visa D

The presence of visa D is an absolute prerequisite for obtaining a residence permit in Bulgaria. Visa D could be issued only in Bulgarian diplomatic missions by permanent address of the applicant.

Application for Visa D should be submitted not early that 90 days from the planned traveling. Application is being reviewed in 45 days, following submission.

Once a Visa D is granted the applicant may arrive in Bulgaria and apply for long-term residency permit.

Visa D provides you with availability to entry multiply times in Bulgaria till it’s expiration.

3. Application for Long-term residency permit.

Applications for Long-term residency permit should be submitted in front local migration office by registered address of applicant.

Applications are reviewed within 15 days.

Certificate of long-term residency permit Bulgaria

As a result you will receive a certificate of granted Long-Term residency permit. It’s a subject of renewal annually.

Please do not hesitate to get in contact with us for all other questions arising in your mind.

Telecom has used unfair commercial practices

“Mobiltel” JSC has applied an unfair commercial practice, providing false information to consumers, the proposed lease handsets coded to work only with SIM cards of telecom, will be unlocked for free and freely use with cards of other operators after expiration of fixed-term contracts.

This is the final decision of the Supreme Administrative Court (SAC), which confirms the administrative act of the Commission for Consumer Protection (CCP) issued Unfair Commercial Practices reported by CCP.

SAC confirmed a decision of the CPC for UCP of Mtel

Devices that Mtel sells of leasing in most cases are coded and can work only with the SIM card of the same mobile operator.

It becomes clear that employees of telecom has convicted consumers that after the completion of the contract by which was provided encrypted mobile phone by the company for free would be given a code to unlock it.

A check performed by the Commission for Protection of Consumers, however, found that for the providing of the code is necessary to pay the price indicated in the price list of the operator. Results from the check also shows that information for decoding fee which varies according to the price of the phone (from 50 to 150 lev) is placed only on Mtel website. According to the Commission for Protection of Consumers, it means that users without internet access are unable to make informed choices.

Commission for protection of consumers

With the latest amendments to the Law on consumer protection was provided when a final decision of the Supreme Administrative Court confirmed an unfair commercial practice, users to have the right to terminate the contract with the trader concluded as a result of using this practice and to claim compensation in front the courts.

The law also provides the final decisions of the Supreme Administrative Court to be binding on the civil court, the right of consumers to seek redress lapse upon the expiration of five years from the date of entry into force of the decision of the Supreme Administrative Court, says also the message of the Commission for Protection of Consumers.

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