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OPENING OF A WHOLLY OWNED SUBSIDIARY

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ADOPTION OF DECISION BY COMPETENT COMPANY BODY:

>GENERAL MEETING OF LIMITED LIABILITY COMPANY;

BOARD OF DIRECTORS OF JOINT-STOCK COMPANY/MANAGEMENT BOARD WITH APPROVAL OF SUPERVISORY BOARD

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WRITTEN APPLICATION STATING:

>REGISTERED OFFICE AND OBJECTS OF WHOLLY OWNED SUBSIDIARY;

>PARTICULARS OF MANAGER OF SUBSIDIARY AND SCOPE OF HIS/HER REPRESENTATIVE AUTHORITY;

THE FOLLOWING DOCUMENTS MUST BE ATTACHED TO THE APPLICATION:

>NOTARIZED CONSENT WITH SPECIMEN OF MANAGER'S SIGNATURE

>COPY OF A CONTRACT WITH A MANAGER;

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ENTRY IN COMMERCIAL REGISTER AT COURT EXERCISING JURISDICTION OVER REGISTERED OFFICE OF SUBSIDIARY

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REGISTRATION AT COMPETENT TERRITORIAL DIVISION OF REGISTRY AGENCY FOR ASSIGNMENT OF STANDARD IDENTIFICATION CODE (BULSTAT CODE NUMBER)

JOINT-STOCK COMPANY

CONVENING OF STATUTORY MEETING

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ADOPTION OF RESOLUTION TO ESTABLISH COMPANY

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ADOPTION OF ARTICLES OF ASSOCIATION OR, APPLICABLE TO SINGLE-SHAREHOLDER JOINT-STOCK COMPANY, DEED OF INCORPORATION

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ELECTION OF SUPERVISORY BOARD OR BOARD OF DIRECTORS. ELECTION OF MANAGEMENT BOARD

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SUBSCRIPTION FOR MINIMUM REQUIRED CAPITAL OF BGN 50,000

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OPENING OF BANK ACCOUNT FOR RAISING OF CAPITAL BY MANAGEMENT BOARD/BOARD OF DIRECTORS

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ISSUING OF INTERIM CERTIFICATES ON CONTRIBUTIONS MADE

(MINIMUM 25% OF NOMINAL VALUE OF EACH SHARE MUST BE PAID UP UPON COMPANY INCORPORATION)

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PREPARATION OF DOCUMENTS FOR COURT REGISTRATION

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ENTRY OF COMPANY IN COMMERCIAL REGISTER AT COMPETENT DISTRICT COURT BY MANAGEMENT BOARD/BOARD OF DIRECTORS (REGISTRATION MUST BE COMPLETED WITHIN 3 MONTHS AFTER CONVENING OF STATUTORY MEETING)

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REGISTRATION AT COMPETENT TERRITORIAL DIVISION OF REGISTRY AGENCY FOR ASSIGNMENT OF STANDARD IDENTIFICATION CODE (BULSTAD CODE NUMBER) WITHIN 7 DAYS AFTER REGISTRATION OF COMPANY

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GOING CONCERN

LIMITED LIABILITY COMPANY (OOD)

DRAFTING OF MEMORANDUM OF ASSOCIATION OR, APPLICABLE TO SINGLE-MEMBER LIMITED LIABILITY COMPANY, DEED OF INCORPORATION

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RAISING OF MINIMUM REQUIRED CAPITAL OF COMPANY (BGN 5,000)

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OBTAINING CERTIFICATE ISSUED BY BANK ON DEPOSIT OF MINIMUM 70% OF CAPITAL

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OBTAINING AUTHORISATION ISSUED BY RELEVANT COMPETENT BODY TO CARRY OUT SPECIFIC ACTIVITIES (E.G. STOCKBROKER)

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ENTRY IN COMMERCIAL REGISTER AT COMPETENT DISTRICT COURT ON APPLICATION BY MANAGING DIRECTOR

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PROMULGATION OF JUDGMENT IN STATE GAZETTE

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REGISTRATION AT COMPETENT TERRITORIAL DIVISION OF REGISTRY AGENCY FOR ASSIGNMENT OF STANDARD IDENTIFICATION CODE (BULSTAD CODE NUMBER) WITHIN 7 DAYS AFTER REGISTRATION OF COMPANY

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GOING CONCERN

The requirements for company registration in Bulgaria are revised and streamlined with the entry into force of the Commercial Register Act as from 1 July 2007. The text of the Act is available on the Website of the Registry Agency, at http://www.registryagency.bg/bg/AboutUs/LegalFoundation/f142.html