The limited partnership in Bulgaria (bulg. Kомандитно дружество, in short: „КД“) is a company which is established by two or more persons (natural or legal). These persons conclude a partnership agreement by which they agree to perform commercial activity under common company name. One or more of the partners are liable to the company's creditors limitedly - to the amount of an agreed installment (Limited partners), while for the other part of the partners no such limitation of liability exists (General Partner - General Partner). Unless otherwise specified, the provisions applicable with respect to the general partnership are also applicable to the Limited partnership. (Art. 99 Bulgarian Commerce Act, bulg: Търговски закон, in short: "ТР"). The company name of the limited partnership must include the term "Kомандитно дружество" or understandable abbreviation "КД" and the name of at least of one of the General (unlimitedly liable) partners. The company should not include the name of the Limited partners, otherwise the Limited partner shall be considered to be unlimitedly liable to the creditors of the company. The articles of incorporation must be in accordance with Article 100 BCA – in written form and notarized signatures of the partners. The content of the articles of incorporation includes:
- Name of the company;
- Seat and address of management;
- Scope of activity;
- The name relevantly the company name, uniform identification code (UIC), the address of the partners and amount up to which the same are liable;
- The type and amount of the contributions made by the partners;
- The manner for distribution of the profits and losses between the partners;
- The manner in which the partnership is managed and represented.
According to Article 103 of the BCA the limited partnership is entered in the commercial register by the general partners, which submit the articles of incorporation and notarized specimens of their signatures. The management and representation of the limited partnership is performed by the General Partners. The Limited partners are not entitled to manage, and cannot suspend the decisions made by the General Partners. In case the Limited partner enters into transactions on behalf and at the expense of the company, in the cases where the same is not a manager or proxy, the Limited partner shall be personally liable, unless the company confirms the transaction. With respect to the unlimitedly liable partners the non-competition clause of Article 83 is applicable.