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Registration of a Variable Capital Company is now possible

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January 15, 2025
Blog
On 15 December 2024. The Trade Register has provided the technical possibility for the registration of variable capital companies (VCCs). Just two days later, on 17 December, the first such companies were registered. The application for registration of a SIC is made using Form A19.

Why choose VCC?

The VCC was created with the idea of making it easier to start businesses, especially start-ups, by combining the advantages of an LLC and a PLC. Key benefits include:

  • Capital flexibility: the amount of capital is not entered in the the Commercial Register and can be paid in cash, without the need for a fundraising account.
  • Different classes of shares: the law allows the issue of shares with different nominal.
  •  Facilitated non-monetary contributions: the procedure is simplified, without the need for TR involvement. The experts carrying out the valuation of the asset must have the necessary legal capacity in accordance with the object of the company and are appointed by the company's governing body.
  • Governance: the VCC provides flexibility in governance - you can choose a sole governor or a collective body. In addition, the law allows legal persons to be managers, and they must appoint a representative to carry out the duties.
  • Governance: the VCC provides flexibility in governance - you can choose a sole governor or a collective body. In addition, the law allows legal persons to be managers, and they must appoint a representative to carry out the duties.
  • Conditions and conversion: the VCC is suitable for small and medium-sized enterprises with an average staff of up to 50 and an annual turnover of less than BGN 4 million. If the company exceeds these indicators, it must be converted into a capital company within one financial year. If the company is not converted by the end of the financial year following the general meeting at which the non-compliance was established, it shall be dissolved by the district court on the action of the public prosecutor.
  • Конфиденциалност на данните: Информацията за съдружниците в ДПК не се вписва в Търговския регистър, а се съхранява във вътрешна книга на дружеството.

With the VCC, the legislation offers an innovative and flexible form of starting a business that combines transparency, ease of management and adaptability to modern requirements.

The KGK team has extensive experience in commercial lawdrafting company documents and resolving complex cases. In case you need legal assistance in relation to a Variable Capital Company, you can contact us.


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