Corporate law

Company incorporation

We offer the full range of legal services relating to incorporating a company in Bulgaria. We are experienced in setting up all types of business organisations, including:

  • single-member and multiple-member private limited companies (EOOD and OOD);
  • public liability companies, including companies capable of offering securities to the public and REIT-purposed corporations (AD, ADSITs);
  • representative offices and branches of overseas entities;
  • partnerships and consortia, etc.

In addition, we can assist you to establish:

  • charities, foundations and associations.

Our integrated approach and knowledge of multiple overseas jurisdictions allow us to put in place the most suitable corporate structure. We can also advise FDI managers on investor protection and incentives in the context of EU state aid law.

Bulgaria has recently received increasing attention as an onshore destination for launching an entry into the EU marketplace because of its consistent macro stability, its low corporate income tax and wide network of Double Taxation Avoidance agreements and we are frequently required to assisting clients who wish to benefit from this regulatory competitiveness.

Our most recent brochure on company incorporation is available here.

See further here in relation to due diligence.

Joint ventures

When contemplating entry into the Bulgarian market, many international businesses choose to participate in a joint venture structure with a local Bulgarian partner. We help such clients to set up the joint venture entity (whether incorporated or contractual) and advise on its operations in Bulgaria from the start. We also provide a range of legal services for clients partnering in such JVs throughout the life of the joint venture, and can draft and negotiate any shareholders' agreements (or joint venture agreements) which may be required.

Equity capital markets

While the Bulgarian Stock Exchange in Sofia (BSE) has seen reduced initial public offering activity compared to its peak last decade, we are well-versed in the legal and regulatory environment and the underlying EU law related to financial promotions; the public offering of securities; and regularly advise on notification duties, squeeze-outs and the application of the insider dealing and market abuse rules, as well as on day-to-day compliance and transactional aspects.

Again, our special angle is our ability to see clients' legal needs in an international perspective, and to assist clients in identifying the best fit for the regulatory and financing needs; to satisfy international investors; or to help them minimise cross-border regulatory risk. 

We also advise companies conducting business in Bulgaria, who are either listed in or are contemplating listing their securities on Regulated Markets (within the meaning of the Markets in Financial Instruments (MiFID I) Directive (2004/39/EC), or self-regulated markets, (in particular, AIM, the Main Market of the LSE and growth markets such as NASDAQ OMX First North).

Structuring of an investment into Bulgaria

We are able to advise on all aspects of the acquisition of a Bulgarian company or business, including both the preparation and negotiation of a share or asset purchase agreement, and also the range of ancillary documents typically required (e.g. Heads of Terms, Confidentiality Agreements, board and shareholder resolutions, disclosure letters and assignment agreements).

On a day-to-day basis, this may involve:

  • Choosing the most tax-efficient and viable vehicle and corporate structure;
  • Drafting and advising on incorporation deeds, shareholders agreements, consortium and partnership agreements, framework and operating agreements, management agreements, etc.;
  • Advising on capital structuring, shareholder and debt financing, assisting in capital restructuring procedures;
  • Assisting in obtaining required authorisations, registrations, licences, etc.;
  • Advising on governance structures, composition of supervisory and management bodies, rights duties and liability of management and supervisory board members;
  • Setting up joint ventures, assisting in corporate restructurings, mergers and acquisitions, demergers, spin-offs and other business combinations and reorganizations;
  • Drafting and negotiating all types of commercial agreements to be used from the start of operations;
  • Providing general commercial advice.We also advise and assist our clients on any regulatory and licensing procedures before  governmental bodies. Such procedures lead to a variety of approvals, licences and registrations required in certain market sectors.

Recent work:

An ~€1M claim on behalf of real estate consultants

NBLO’s dispute resolution lawyers represented UK-based real estate consultants who had structured a € 40-million-worth commercial property project on the Bulgarian Black Sea coast.  In breach of an applicable contractual obligation, the consultants had not been paid the agreed success fees for their services. The then director of the defaulting party had been tragically shot dead in the meantime.

Following a hotly contested first instance, with below-the-belt attempts by the other side (the least untypical perhaps being the claim that the contract had been a forgery and a trial-within-a-trial on the issue), our team succeeded in obtaining a judgment at first instance.  The parties were then able to achieve a significant settlement.

The key skills we were able to bring to bear in providing a solution included searching for solutions across the problem domain; appropriately involving representatives of Bulgaria’s EU partner member-states to buttress judicial independence; and resourcefully dealing with heterodox approaches by our judicial opponents.

© New Balkans Law Office 2019