Section I General Provisions

A limited liability company may be formed by one or more persons which shall be liable for the company's obligations with their contributions to the company's registered capital.

(1)

The articles of incorporation shall be executed in writing.

(2)

A partner may be represented by an agent holding a special power of attorney with notarized signature.

(3)

When the limited liability company is formed by one person, a constitutive deed shall be drawn up instead of articles of incorporation.

The articles of incorporation shall state:

1.

(Amended - SG 124/1997) the trade name, the seat and the registered office of the company;

2.

the purposes and the time period for which the company is being set up;

3.

the names or, respectively, the trade names of the partners;

4.

(Supplemented SG 84/2000) the registered capital. Where the full amount has not been paid at incorporation, the articles shall set the time periods and terms for payment. The term for the installment of the full size of the registered capital shall not be longer than 2two years from the founding of the company, respectively from its increase.

5.

the interests of the partners;

6.

the management and manner of representation;

7.

the privileges of the partners, where agreed upon;

8.

other rights and obligations of the partners.

(1)

The trade name of a company shall contain the extension "druzhestvo s ogranichena otgovornost" [limited liability company] or the abbreviation "OOD".

(2)

Should all the capital be owned by one person, the trade name shall contain the extension "ednolichno OOD" [single person limited liability company]

(1)

(Amended, SG No. 100/1997) The registered capital of a limited liability company shall be not less than BGN 5,000. It shall consist of the interests of the company's partners, and no interest shall be smaller than BGN 10.

(2)

The sum total of all interests shall be equal to the registered capital, and the value of each interest shall be a multiple of 100.

(3)

The interests of the individual partners may be of unequal value.

(4)

An interest may be held jointly by several persons.

(1)

The founders shall be liable jointly and severally before the company for damages caused in the course of its formation, if they have not acted with due care.

(2)

The founders shall not be entitled to remuneration for the formation of the company from the registered capital.

(1)

For registration of a company in the commercial register it shall be necessary:

1.

to file the articles of incorporation;

2.

to have an appointed manager or managers;

3.

(Amended - SG 84/2000) each partner to have paid at least one third of its interest, but not less than BGN 10;

4.

at least 70 per cent of the registered capital to have been paid.

(2)

The data under items 1, 2, 3, 4 (only the amount of the registered capital) and 6 of Article 115 shall be registered in the register and published.

(3)

( New - SG 114/1999) In order, acting as a investment intermediary, to enter in the commercial register, as well as other activities for which the Law provides  an accomplishment with a permission from a state body, the said permission shall be presented.

(4)

( New - SG 84/2000) In case of amendment and supplement of the company contract, the representing body of the company shall certify a copy of the company contract with all the amendments and supplements and shall present it at the commercial register.

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