A variable capital company has some key differences from the traditional limited liability companies offering more flexibility in the corporate structure and incorporation process. On the first place there is a requirement VCC company must have a turnover of less than 2 045 000 EUR per year, it must not have assets exceeding the same amount in value and must have less than 50 employees. The idea behind the restriction of the capital is to give opportunity for new ventures while considering the possible financial risks for new investors. Another key feature is that there is no capital deposit in a bank account - so no need for foreign investors to apply before Bulgarian banks for capital deposit approval. This makes the incorporation process extremely fast - there is only one notarized document needed, while the notary certification can be executed in nearly every country;
Shareholders names are not listed in the company commercial register - this is another key feature of the VCC company. Shareholders names are written in the book of shareholders where the company director records also shares transfers. The measures against money laundering compliance require the company director to file the names and deatails about shareholders with significant control;
There can be different types of shares with different privileges and obligations /for example shares which can not to be transferred in certain period/ similar to the Joint Stock company;
The law provides flexibility in management of the VCC company allowing both a sole manager (a director) and a collective (board of directors). The company has the option to switch from one option to the other to suit the needs of the business;
The VCC company can have a remote /online/ meeting of shareholders which suits non-residents.
The transfer of shares can be in a plain written form or a notarized form. Choosing the plain written form of shares transfer contracts allows simplicity and flexibility in accepting new shareholders or easy transfer of the whole company capital. However the notarized form has the advantage of being safer and can be preferred in certain occasions. Its worth mentioning that a major obstacle for many investors using the EOOD/OOD type of company in Bulgaria is the cumbersome procedure of transfer of shares when accepting new shareholders.;
The VCC company can have two type of shareholders - i.e. investors only and shareholders who participate in the activity with their personal contribution. The VCC company can be seen as a lightweight Joint stock company having in consideration the personal efforts of shareholders in the company activity;
If you are interested in more details in regards to the legal specifics and possible advantages of VCC company you can contact us for more detailed information and advising on specific legal solution of your case.
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