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Submitted by: Nelli Tascheva
The transference of an EU-registered companys main office to another EU member state, respectively Bulgaria, is possible under the following conditions:
– The company has been registered in accordance with the provisions of Council Regulation (EC) No 2157/2001 of 8th October 2001 on the Statute for a European Company (SE);
– Pursuant to Art. 8 of this Regulation, the registered office of the SE in accordance with its act of formation can be transferred to another Member State;
– The Bulgarian legislation, in conformity with the European law , allows the transference of the registered office of an EU-seated company to Bulgaria on the following conditions and upon submission of the respective documents as listed in Regulation ? 1 on the management, supervision and access to the Commercial Register.
In the event of transference of a European companys registered office from another member state to Bulgaria in accordance with Art. 8 of Council Regulation (EC) No 2157/2001 the application for registration with the Commercial Register must be submitted along with the following documents :
1. A Document proving the existence of the European company and certifying its actual legal standing, issued by the competent organ from its past place of business.
2. The Proposal of the Executive Body for transference of the registered office.
3. A Report by the Executive Body concerning the transference of the registered office.
4. A Resolution of the General Meeting of Shareholders concerning the transference of the registered office.
5.A Certificate pursuant to Art.8, para.8 of Council Regulation (EC) No 2157/2001.
6. A Statute for a European company (SE)
7. A Specimen of the signatures of the persons authorized to represent the company in accordance with Art. 235, para.3 of the Commerce Act.
8. A License or Permit for conducting a specific business activity in accordance with the effective Bulgarian law.
9. Other documents required by the Bulgarian law.
-Please note, that the Bulgarian legislation provides an opportunity for transference of the registered office only of a European company (SE) and of a European Cooperative Company, whose legal form is settled in Council Regulation (EC) ? 1435/2003. Regarding all other cases, there remains the possibility of setting up of a subsidiary of a foreign business entity in Bulgaria, succession by way of a merger, as well as establishing a new company with a registered address in Bulgaria pursuant the Bulgarian legislation.
Tascheva and Partner is a leading multi-disciplinary law partnership and a tax consultancy practice providing expertise in all areas of civil and commercial law to a client base of leading domestic and international companies and private individuals. Additionally the firm offers dispute resolution services and, if required, litigation before the Bulgarian courts. The firm was established in 1990 by attorneys Nelli Tascheva and Svetoslav Dimitrov to serve the needs of foreign and domestic investors and private individuals seeking an exceptionally high level of personal attention and client service.
In 2004, the firm created a specialized tax advice and accountancy department to compliment the firms core legal practice. Tascheva & Partner now offers a comprehensive service to its clients assisting on all legal and tax requirements as well as the economic and financial aspects of their business.
About the Author: Nelli Tascheva is a Managing Partner of Tascheva and Partner (
). Her role is wide-ranging and in addition to her client work, she has particular responsibility for the partnership’s reputation and values.Nelli’s clients