AD: Joint-Stock Company
When it is used
- Large businesses and capital-intensive projects.
- Companies raising money from a wider group of investors.
- Companies whose shares are traded on a regulated market, which must be joint-stock companies.
- Regulated businesses such as banks and insurers, which must also take this form.
Source: Chambers and Partners: Corporate Governance 2026, Bulgaria; Schoenherr: Cross-border joint venture and strategic alliance guide, Bulgaria1,3
Board structure
| One-tier | Two-tier | |
|---|---|---|
| Boards | Board of directors, which manages and represents the company | Management board, overseen by a supervisory board |
| Size | 3 to 9 members | Management board 3 to 9; supervisory board 3 to 7 |
| Day-to-day management | Executive members, fewer than the other directors | The management board |
| Who appoints | The general meeting | The general meeting appoints the supervisory board, which appoints the management board |
| Meetings | At least every three months | Management reports to the supervisory board at least every three months |
Source: Chambers and Partners: Corporate Governance 2026, Bulgaria; Commerce Act, articles 158–264 (English translation)1,2
A person cannot sit on both boards of the same company. In public companies at least a third of the board of directors, or of the supervisory board, must be independent, and an investor relations director must be appointed.1
Shares and capital
- All the capital must be subscribed, and at least 25% of each share’s value paid in, before registration.
- Each ordinary share carries one vote, a right to dividends and a share in the assets on liquidation.
- Preferred shares can have no vote, but no more than half of the shares.
- Registered shares are recorded in the company’s share register; shares of public companies are dematerialised with the Central Depository.
- Shareholders of a private AD are not listed in full in the Commercial Register.
Source: Commerce Act, articles 158–264 (English translation); Chambers and Partners: Corporate Governance 2026, Bulgaria2,1
Frequently Asked Questions
What is the minimum capital for a Bulgarian AD?
A Bulgarian AD must have minimum capital of €25,000. All capital must be subscribed, and at least 25% of each share’s value must be paid in before registration.
Which businesses must use the AD company form in Bulgaria?
Companies whose shares are traded on a regulated market must be joint-stock companies. Regulated businesses such as banks and insurers must also use this form.
What board structures can a Bulgarian AD have?
A Bulgarian AD can have a one-tier board of directors with 3 to 9 members, or a two-tier structure with a management board of 3 to 9 members and a supervisory board of 3 to 7. In the two-tier structure, the supervisory board oversees the management board.
What rights do ordinary and preferred shares give shareholders in a Bulgarian AD?
Each ordinary share carries one vote, a right to dividends and a share in the company’s assets on liquidation. Preferred shares can have no voting rights, but they may make up no more than half of the shares.
How much profit must a Bulgarian AD set aside for its reserve fund?
A Bulgarian AD must set aside 10% of its profit for the reserve fund until the fund reaches one tenth of the company’s capital.
Sources
- Chambers and Partners: Corporate Governance 2026, Bulgaria
- Commerce Act, articles 158–264 (English translation)
- Schoenherr: Cross-border joint venture and strategic alliance guide, Bulgaria (PDF)
Figures checked 13 October 2026. Prepared by InvestBulgaria for general information. It is not investment, tax or legal advice; please confirm details with a qualified adviser before acting.
