At present, non-Bulgarians
cannot own land in the country directly; this means that a
buyer must first set up a limited liability company in
whose name the purchase of land may be made. This can all
seem to be a pretty daunting prospect at the outset but it
is actually a surprisingly simple procedure.
Bulgaria has one of the most liberal foreign investment
laws in the region. The most common type of organization
for foreign investors is a limited liability company.
Other forms are companies limited by shares (joint stock
companies), joint enterprises, business associations,
general partnerships, limited partnerships, and sole
proprietorships. The law does not limit the extent or
amount of foreign participation in companies. Foreign
companies have the right to open deposit accounts in hard
currency and Bulgarian leva.
Property Taxes:
Transfer taxes: The transfer is subject to notary
and municipal fees. The notary fees are paid on the higher
of the market price or the book value of the property at
varying rates, specified in a special chart. In addition,
2% of the market value of the property is paid to the
municipality where the real property is located.
Value Added Tax
Transactions with land, lease of property for residential
purposes are exempt from Value Added Tax (VAT).
According to the Bulgarian Constitution a foreigner
cannot purchase a real estate property together with the
land. You need to form a company in order to be entitled
to buy a real estate property together with the land on
the territory of Bulgaria. We recommend that you establish
a Ltd-Limited Liability Company (almost all foreigners who
want to buy land form this kind of company).
Limited Liability Company
1. Who is entitled to set up a Limited Liability Company?
A foreign or a Bulgarian entity (both legal and physical)
can set up a Limited Liability Company. The person/s will
be liable for the company's obligations to the value of
his/her share of the company's registered capital.
2. Capital: A bank account must be opened in order to
deposit the company capital and to attend to the company
needs. The minimum required capital is BGN 5 000
3. Setting up the Company: Usually, setting-up a company
takes about 4 weeks. Express registration from 2-3 days.
The papers required by the court, which each company's
owner should have provided are as follows: Copies of
passports, Copies of documents showing the address of
residence, Application to the court, Articles of
Association, a Protocol from the Constituent Assembly of
the company, two Notarized Declarations, a Receipt for the
payment of the company capital, a Receipt for the paid
state fee, a Tenancy Contract. The term for setting-up a
company starts running after submitting from you all the
documents mentioned above as well as the name of the
company and the division of the shares between the
shareholders.
For the setting-up of a company in Bulgaria, in the
company documents must be indicated the seat of management
in Bulgaria /address of company activity/. The seat of
management is better to be the same as the address of the
future purchased property. If this is not possible for any
reason, we will give you an address for company
registration. The establishment of a company in Bulgaria
is better to be at the same address and in the same
district which could be of your own property or a tenancy
address. Once having copies of passports of the
shareholders, copies of documents with the address of
residence, our lawyers start preparing the following
paperwork:
The Application to the regional district court details the
name/s or, respectively, the business name/s of the
shareholder/s, name of the company, seat and address of
management, company capital, scope of activities.
A protocol is signed at the first meeting of the
owners/shareholders. Then the so-called constituent
assembly of the company take resolutions regarding the
Articles of Association which include: general provisions,
company capital and shares, rights and obligations of the
owner/s, management of the company, balance of payments,
distribution of profits and losses, termination and
winding-up.
All the relevant documents are signed in Bulgarian as
required by Bulgarian law.
Two sworn declarations should be signed before a Bulgarian
Public notary by each owner in Bulgarian in the presence
of a certified translator.
All the above mentioned documents are submitted to the
respective court for passing judgment on the company
establishment. After having issued the Court Resolution
for the set-up company, then follows registration and
receiving tax number, a Bulstat number and a Registration
number from the National Social Security Institute,
Regional Labor Inspectorate.
A preliminary purchase contract could be signed prior to
establishing a company, however for the notary deed
signing the forming of the company is obligatory.
4. Publication of the Register entry in the State Gazette:
The Bulgarian State Gazette is the official paper of the
Bulgarian State. All Bulgarian legislation is published
there in order to come into effect. It announces the act
of company constitution to the general public.
5. Filing the tax declaration, stating that the company
has not carried out commercial activities during the
respective period.
6. Annual tax declaration for zero down income.
7. Registration Fees.
Money to set up the Ltd Company and pay the local Notary
to sign relevant paperwork, 500 Euro. Express registration
650 Euro.
Taxation
If the activities of a foreign person owning real property
in Bulgaria do not constitute a permanent establishment,
the person will be liable for only 15% withholding tax on
the rentals and capital gains, unless an even lower rate
is applied under a double tax treaty.
Transfer taxes
Apart from corporate tax, no other direct taxes are levied
on the transfer of real property. The transfer is,
however, subject to notary and municipal fees. The notary
fees are paid on the higher of the market price or the
book value of the property at varying rates. In addition,
2% of the market value of the property is paid to the
municipality in which the real property is situated.
Local taxes and rates
The owner of a building or a plot is obliged to pay a real
property tax. Where a building is built on a State or
municipal plot, the value of the plot will also be
included in the tax base. The tax is equal to 0.15% of the
book value of the property. Arable land is exempt from
local taxes. In addition to the real property tax, owners
also pay waste-collection fees.
Value Added Tax (VAT)
Transactions with land and lease of property for
residential purposes are exempt from Value Added Tax.
The
Purchasing Process
The purchasing process starts
with reserving a property online It is difficult to
visualize the properties from a website so we will arrange
an inspection trip for you. After finding the most
appropriate property you have to settle up a commercial
company. Setting up a company in Bulgaria is easy and we
will do this for you as we explained.
Having selected a property our lawyer will draw up a
preliminary contract after which the buyer is asked to pay
a deposit of 10% and the agency commission (usually around
2%) of the property's value while the lawyer check title.
After all documents are ready the buyer pays the balance
of the purchase price, along with a combined land tax and
notary fee and sign the final Notary Act (contract of
purchase) in front of a Bulgarian Notary. It is important
that you have the following basic funds available when you
are in Bulgaria:
100% of the purchase price
PLUS 5000 leva (approx. 2564 Euro) to open a Company
Bank Account (for a property with land). This money is a
requirement to show to the courts, when setting up a Ltd
Company in Bulgaria. Once the company is registered you
will be able to withdraw this money from the account
PLUS money to set up the Ltd Company and pay the local
Notary to sign relevant paperwork, 500 Euro. ( or for
Express registration 650 Euro.)
PLUS transfer costs and agency commission no more than 5%
of the purchase price
How long will it take to buy a property?
Generally it will take 2-3 weeks to buy a property. This
is the time needed to set up your company (for the Express
registration 2-3 days) . The same day your company is
ready, the sale will take place in front of a Notary at an
agreed time.
What level of capital growth can I expect on the value of
my property?
It is not possible to say with certainty how the property
market will react in the future. However, the property
markets of the Czech Republic and Poland, two of the most
recent new members of the EU have risen by approximately
250% in the five years to today's date. Bulgarian property
prices themselves should rise much more as at the moment
the prices are comparative very low. The increase of the
value of a property depends on a number of factors,
including the location and the type of property.
Foreign investors are guaranteed
full repatriation of profits resulting from an investment
in Bulgaria . The transfer abroad can be made only after
the bank effecting the transfer is presented a certificate
proving payment of all Bulgarian taxes due.
Do we need a visa to travel to Bulgaria and how long can
we stay?
EU passport holders do not require a visa in order to
visit Bulgaria for a period of 90 days.
US, UK, Japan, passport holders do not require a visa in
order to visit Bulgaria for a period of 30 days. Long-term
visa (D) can be obtained from the Bulgarian Consular
service in London. Visa control has been considerably
relaxed between the UK and Bulgaria. For further
information please contact us to advise
What is the state of the Bulgarian real estate market?
Like everything else in Bulgaria, property is very good
value. This is the result of a general neglect of
Bulgarian asset markets (at the moment). Foreign investors
in Bulgaria will profit in the long run. Of course this
depends on the price at which you buy. Property appraisal
and valuation is an important element of our services. We
have a network of local contacts who have negotiated the
realistic prices that we offer on our properties.
Bulgaria is scheduled to join the EU in 2007. At the
moment, the Bulgarian property market is off the map for
foreign investors. We anticipate awareness of this market
to increase as EU membership approaches. Plus, the present
Constitutional restriction of foreign investment in land
in Bulgaria is incompatible with EU membership. When this
restriction is removed we expect much inward investment,
which will cause an increase in the market's liquidity and
its level.
The upturn in the Bulgarian economic climate, coupled with
the preferential conditions and guarantees for foreign
investors, has generated excellent business opportunities
and investment growth potential. The imminent acceptance
of Bulgaria in the European Economic Community, with full
integration planned between 2006 and 2008, is attracting
more and more foreign investors to Bulgaria, providing
unprecedented economic growth potential. In July 2000,
Bulgarian Property Law was changed to remove the
restrictions on foreign investment in Bulgarian land. In
common with other European countries, the only remaining
requirement is to register the investor or investing
company in Bulgaria before any transactions can take place
and capital invested. Reaching year
of 2007, Bulgarian laws are improving and changing in
accordance with the European laws.
Some
details about the Limited Liability Company
The Limited Liability Company may have one or
more shareholders, who are liable to the extent of their
contribution in the capital. The minimum capital required
by law is BGN 5 000 (five thousand). The decision-making
bodies of the company are the General meeting and one or
more Managers. There is no limitation regarding the number
of shares, but each share cannot be less than BGN 10 (ten)
and shall be dividable to 10. The shares can differ in
their size. Necessary documents for the incorporation:
1. Application to the registration court;
2. Minutes of the incorporation meeting of the company;
3. Articles of association of the company;
4. Declarations of the persons, who shall manage and
represent the company that they are not conducting on
their own or on behalf of somebody else a commercial
activity; that they are not participating in partnerships
or any other limited liability companies; they do not hold
a seat in management bodies of another companies and they
are not declared insolvent;
5. Notary certified specimen/s and consent to manage the
company of the Manager/s;
6. Bank certificate that at least 70% of the capital is
paid up;
7. Certificate that the proposed name of the company is
unique;
8. Evidence/bills that all registration fees and fees for
promulgation in the State Gazette are paid.
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