Variable Capital Companies to be registered as of 30.06.2024

Variable Capital Company (VCC) introduces a specialized legal framework tailored to accommodate the needs of startup businesses. The VCC option is particularly attuned to the requirements of micro and small enterprises.

 

The incorporation of a VCC rests on two foundational conditions:

  1. Maintaining an average employee count of fewer than 50.
  2. Maintaining an annual turnover and/or asset value not exceeding BGN 4 million.

Unlike traditional company forms in Bulgaria – joint-stock companies and limited liability companies, there exists no obligatory requirement for a fundraising bank account. Furthermore, obligations pertaining to the registration of shareholders and initial capital in the Bulgarian Commercial Register and Register of Non-Profit Legal Entities (CRRNPLE) are not envisaged. Capital adjustments are formalized annually through the adoption of financial statements during the General Meeting. Shares, with a minimum value of 1 stotinka, constitute the company’s capital and are customizable across different classes.

 

VCC maintains a shareholders’ book containing detailed shareholder information.

Authority within a VCC is structured around the General Meeting of shareholders or the sole owner. The VCC representation and management may be vested either in a sole manager or a collective management board. The representatives of the VCC shall be registered in the CRRNPLE.

 

VCCs not only offer advantages for employers but also for employees, who may partake in vesting agreements entitling them to company shares subject to predefined conditions.

 

Regulatory updates, as announced in the State Gazette (No. 25 of 22.03.2024), underscore ongoing enhancements to the legal framework. Notably, amendments to Regulation No. 1 of 2007 on keeping, storing, and accessing the CRRNPLE introduce a dedicated section for the registration of VCC-related circumstances, with effective implementation slated for 30.06.2024. Detailed documentation requirements are outlined, including a newly introduced Appendix in Form №A19 to the Ordinance.

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