Business Law, Regulation and Forms of Organisation in Bulgaria
What a candidate must understand
Bulgarian commercial law recognises several forms of business organisation: the sole trader (ET, registered natural person), the general partnership (SD), the limited partnership (KD), the limited liability company (OOD), the joint-stock company (AD), and the cooperative. The Commercial Register (Targovski registar) is the public register where these are entered; registration and publication are legally significant.
The OOD is the most common form: capital is divided into shares, partners' liability is limited to their contribution, and the minimum capital is set by law. The AD issues shares and may be public or private; its governance includes a general meeting and a management body. Know the difference between limited liability and unlimited liability, and the consequences of each for personal assets.
Also understand contract basics (offer, acceptance, consideration, capacity, legality), consumer protection rules, competition law, intellectual property (trademarks, patents, copyright), tax registration (VAT thresholds, corporate and personal income tax), labour law basics, and licensing and permits for regulated activities.
Traps in questions
- Assuming an OOD partner is liable for company debts beyond their contribution; limited liability protects personal assets except in specific cases.
- Confusing registration in the Commercial Register with tax registration-these are separate.
- Treating a verbal agreement as unenforceable in all cases; many contracts are valid orally, though written form is required for certain types.
- Overlooking that EU membership shapes Bulgarian regulation (VAT, competition, consumer protection).
Worked example / rule of thumb
Two founders want to limit personal exposure and raise outside capital later. A sole trader form exposes personal assets; an OOD limits liability and allows share transfers with formalities; an AD suits larger capital raising. Rule of thumb: choose the form by liability, capital needs, governance and tax, and confirm current statutory thresholds with a qualified adviser.