Even though the procedure of setting up a new entity in Bulgaria is fast and well organised, the listing process is time consuming, complex and difficult. The application for listing must go through the approval of a prospectus for a public offering from the FSC.
The FSC's common practice stipulates that for a public company to be eligible for listing, it must have two to three years of business operations before its application to the FSC. The financial history of the company, combined with the fact that it already has an established line of operations, are the two main reasons behind the FSC's requirement. However, there is no legal provision for this requirement under Bulgarian law and it is just a matter of practice. Therefore, newly-incorporated companies can be registered as public listed companies as well.
The FSC requires a business plan to be included in the listing prospectus to accept a listing application. This requirement is applicable even for newly-incorporated companies. The latter should appoint an auditor approved and elected by the general assembly who will prepare the financial statements covering the period between the incorporation date of the company and the submission of the listing application.
The founders of the public listed company may be physical or legal persons of any nationality and its board of directors must consist of at least three and not more than nine persons. Its shares are traded on the Bulgarian Stock Exchange and are always dematerialised, registered and managed by the Central Depository. The minimum capital of a public listed company in Bulgaria is 50.000 BGN (approximately €25,800) and, according to the law, it ceases to be public, if the value of its assets, including the share capital, falls below 500000 BGN (approximately €258,000) according to the previous month's balance sheet, as well as according to the last two signed annual financial statements.
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