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Transcript
Procedure and required documents for receiving a Certified Investor status Sofia June 2013 Agenda • Investment promotion act and investment certificates – – – – What is the Investment Promotion Act? Who can become a certified investor? What are the investment classes? What are the threshold amounts and benefits for certified investors? • Application materials for certified investors – Checklist of all required documents – Description and snapshots of required documents Page 2 What is the Investment Promotion Act? • The Investment Promotion Act, developed in 2004, last amendments in 2013 supports prospective investors to Bulgaria by introducing a system of incentives. – • Last revision of the Investment Promotion Act takes into account regulation 800/2008 of the European Commission on the application of Articles 87 and 88 of the Treaty to national regional investment aid. Companies, fulfilling the set of criteria outlined on the next several slides, are eligible for receiving the “Certified Investor” status, which confers the following benefits: – Purchase of state or municipal lands (the so called “частна държавна” and “частна общинска”) or acquisition of limited real rights over such lands without a tender procedure – Shorter terms for administrative services – Financial support for selected infrastructure elements (roads, water, etc.) – Financial support for selected professional trainings of the personnel – Reimbursement of social insurances for 24 months Page 3 What is the Investment Promotion Act? • The “Certified Investor” status is granted by the Ministry of Economy, Energy and Tourism of Bulgaria, after an application by the Bulgarian Investment Agency. – – Documents should be submitted to the Bulgarian Investment Agency, and the application is afterwards processed and forwarded to the Ministry of Economy, Energy, and Tourism. Approximate time for obtaining a certified investor status after receiving the necessary set of documents: 30 days for processing the application at the Bulgarian Investment Agency and 14 days at the Ministry of Economy, Energy, and Tourism. Page 4 Who can become a Certified Investor? Requirements under the 2010 revision of the Investment Promotion Act • Investment must be related to one of the following activities: – – – – • At least 80% of future income of the investment project must come from the following industries: – – – – – – – – • Setup of a new enterprise Extension of an existing enterprise or activity Diversification of the output of an enterprise or activity into new additional products Fundamental change in the overall production process of an existing enterprise or activity Manufacturing High-tech activities in the field of information technologies and services Research and development Education Human health care Warehousing and support activities for transportation, which includes supporting production activity services (operation of warehouses and transport infrastructure - airports, ports etc.) Program products Technical analysis and outsourcing, accounting services and call centers Employment must be created and maintained for at least 3 years (for SMEs) and 5 years for large enterprises – For investments in existing organizations, the project must lead to a net increase in the number of employees, compared to the average number for the previous 12 months Page 5 Certified Investors with classes A & B • • Depending on their value, investments are divided into classes A, B and Priority investment projects. The benefits for Certified Investment Projects classes A & B are as follows: – – • Class A: All benefits for Class B investors plus personalized administrative services for implementation of the investment project and financial aid for infrastructure elements. Class B: Short terms for administrative services, acquiring land (or obtaining limited real rights) under preferential terms, financial aid for professional training. Threshold Amounts for Certified Investment Projects classes A & B: Type of Investment Class A Class B Generic case BGN 10 million BGN 5 million Investment in regions with high unemployment BGN 4 million BGN 2 million Investments in the high-tech manufacturing BGN 4 million BGN 2 million Investments in the high-tech services, R&D, education and healthcare BGN 3 million BGN 1.5 million Page 6 New certification ground – creation of new job places • For manufacturing industry: Class A – BGN 4 million and 150 jobs Class B – BGN 2 million and 100 jobs • For services: Class A – BGN 1 million and 150 jobs Class B – BGN 0.5 million and 100 jobs • Threshold amounts must be invested within a 3-year period from the date of receiving the Certified Investor status and must be maintained afterwards for at least 3-year period (for SME) and 5-year period for large enterprises. Type of Investment in municipalities with high unemployment rate or high-tech activities in manufacturing Class A Class B New open job places 25 new jobs 10 new jobs High-tech services 50 new jobs 25 new jobs Page 7 Certified Investors for Priority Investment Projects • Priority investment projects may be related to all sectors of the economy in accordance with the requirements of Regulation (EC) N:800/2008. The benefits for Priority Investment Projects are as follows: – – – – – • All incentives for investors Class A and Class B Institutional support, including the creation of a special workgroup by the council of ministers Financial grants up to 50% for high-tech activities and up to 10% for manufacturing projects State tax exemption regarding change of land status Possibility for setting up public-private partnerships Threshold amounts and new working places requirement for Priority Investment Projects: Type of Investment Min Amount Employees Generic case BGN 100 million 200 Development of an industrial zone BGN 50 million 100 In municipalities with high unemployment rate BGN 50 million 100 High technology of the industrial sector BGN 50 million 100 Development of high-tech parks BGN 30 million 50 Investments in the high-tech services, R&D, education and healthcare BGN 20 million 50 Page 8 Checklist of documents for certifying: The final version of all required documents must be in Bulgarian • • • • Application for the certification of an investment project (+ appendix) Investment Project description Recent court certificate of current status (only for companies that have not been entered in the Commercial Register) Standard form declarations: – – – – – – – – – – – Declaration that the applicant is in stable financial condition and has no out-of-court settlements Declaration of standard data, based on the enterprise size Declaration for the origin of financial resources Declaration for notification in case of changes in the terms of the investment project Declaration for previously received government subsidies Declaration for commencement of work on the investment project Declaration for providing information about the investment project annually Declaration that the project is not part of privatization, concession or compensatory (offset) agreements Declaration for unification code of physical and / or legal entities Declaration for lack double financial support for the new jobs created Declaration for lack of fired and re-employed people for the purposes of reimbursement of social insurances Page 9 Checklist of documents for certifying: • Documents certifying the financial ability to carry out the investment project, for example: – – – – • • • Proof of own resources Loans and credit contracts (including financial lease contracts under EC regulation 800/2008) Bank guarantees / other guarantees Letters of commitment by the owners of capital Recent document for the absence of financial obligations to the state or to municipalities. Recent certificate for lack of criminal record. Notary deed or other document for land ownership (if any). Page 10 Application form for the certification • • • • Official name: “Заявление по чл.18 от ЗНИ за издаване на сертификат за клас инвестиции” The application is a standard document, which can be e-mailed upon request. An appendix, outlining key information about the investment project must be supplied, together with the application form (please see following slides for examples). The final version of the document must be filled in Bulgarian. Page 11 Appendix to the Application form for the certification • • • • • Official name: “Приложение №1 по чл.4, ал. 1 от ППЗНИ към заявлението по чл.18 от ЗНИ за издаване на сертификат за клас инвестиции” The appendix to the Application form is required for the certification of every project. The document is typically 3-4 pages long and includes key information about the investment project. The appendix has a standard format. A sample can be e-mailed upon request. The final version of the document must be filled in Bulgarian. Page 12 Investment Project Description • The investment project description is typically 15-20 pages long and includes: – – – – • • key information about the investor details about the project implementation schedule other financial and workforce data A sample investment project description is available in the Bulgarian Investment Agency and can be e-mailed upon request. The final version of the document must be filled in Bulgarian. Page 13 Mandatory elements of the Investment Project description (1/3) • Information about the investor, including: – – – – • Business name, registered office, identification data (codes, etc), according to the Bulgarian or national legislature of the investor Disclosure of the entities with registered ownership stake above 10% in the investor firm Revenue information for the latest 3 years with breakdowns by country, industry, and main product groups Employee headcount Information about the investment project, including: – – – – – Goal of the investment, in terms of tangible and intangible assets Breakdown of the investment by assets and years Timeline for the implementation and subsequent maintenance of the acquired assets under the investment project Investment location and information about the current owner of the land Information about sources of funding and breakdown of acquisition targets under the investment project by year and by source of funding Page 14 Mandatory elements of the Investment Project description (2/3) • Information about the investment project, including: – – – – – 5-year production and marketing strategy, including forecasted volumes, target markets, brief description of production technology / equipment, etc Headcount projections and schedules for personnel training 5-year financial model / forecasts Description of the project’s ecological impact List of subsidies, requested under the Investment Promotion Act Page 15 Mandatory elements of the Investment Project description (3/3) • • According to current legislature, the investment project description must include a table for the investment values (broken down by asset types and by year). The table must include the project’s start month and end month, and must also cover the entire 36 month period. A sample table follows. Note that the final version must be in Bulgarian. July – Dec 2010 2011 2012 Jan – June 2013 Total (36 months) Land Buildings Equipment Other Intangibles TOTAL Page 16 Declaration for stable financial condition • • • • Official name: “Декларация по чл.5, ал.1, т.3 ППЗНИ” The declaration states that the applicant is not in a state of bankruptcy or liquidation, has not suspended its regular business activities and has no out-of-court settlements with its creditors that could affect its assets or financial state. The declaration has a standard format. A sample can be e-mailed upon request. The final version of the documents must be filled in Bulgarian. Page 17 Declaration with standard data, based on enterprise size • • • • Official name: “Декларация по чл.5, ал.1, т.4 ППЗНИ” The declaration states that the applicant is a large enterprise (or a small / medium one). Almost all companies, applying to the InvestBulgaria Agency, fall under the large enterprise designation. The declaration has a standard format. A sample can be emailed upon request The final version of the documents must be filled in Bulgarian. Page 18 Declaration for the origin of financial resources • • • • Official name: “Декларация по чл.5, ал.1, т.7 ППЗНИ” A declaration that states the origin of the financial resources for the project The declaration has a standard format. A sample can be e-mailed upon request The final version of the documents must be filled in Bulgarian. Page 19 Declaration for notification in case of changes in the terms of the investment project • • • • Official name: “Декларация по чл.5, ал.1, т.10 ППЗНИ” The declaration states that in case of major changes in the investment project terms, the Ministry of Economy will be notified immediately. The declaration has a standard format. A sample can be e-mailed upon request The final version of the documents must be filled in Bulgarian. Page 20 Declaration for commencement of work on the investment project • • • • Official name: “Декларация по чл.5, ал.1, т.11 ППЗНИ” The declaration states that the company is applying for a certificate for investment class (or for priority investment project) before the beginning of the work on the represented investment project The declaration has a standard format. A sample can be e-mailed upon request The final version of the documents must be filled in Bulgarian. Page 21 Declaration for providing information about the investment project annually • • • • Official name: “Декларация по чл.5, ал.1, т.12 ППЗНИ” The declaration states that the company will submit information annually to the Executive Director of the Invest Bulgaria Agency on the development of investment project. The declaration has a standard format. A sample can be e-mailed upon request. The final version of the documents must be filled in Bulgarian. Page 22 Declaration that the project is not part of privatization, concession or compensatory (offset) agreements • • • • Official name: “Декларация по чл.5, ал.1, т.13 ППЗНИ” The declaration states that the investment project is not implemented in connection with privatization or concession agreements, or compensatory (offset) agreements. The declaration has a standard format. A sample can be e-mailed upon request The final version of the documents must be filled in Bulgarian. Page 23 Declaration for unification of physical and/or legal entities • • • Official name: “Декларация по чл.6a ал.2 ППЗНИ” The declaration states that in the event the applicant is a natural person or a combination of natural and/or legal persons, the investment project must mandatorily provide for incorporation of a legal person within the meaning given by Article 17 of the Investment Promotion Act, with the newly incorporated legal person being bound by the application and the investment project as submitted by the natural person or by the combination. The declaration should be completed only when applying for a certificate person or unincorporated association of individuals and / or legal entities. Page 24 Declaration for previously received government subsidies • • • • Official name: “Декларация За Държавни Помощи по чл. 34 т.3 и чл.42 ал.1 т.4 ППЗНИ” The declaration states that the applicant has (or has not) received government subsidies. The second page of the document lists the subsidies received (if any). The declaration has a standard format. A sample can be e-mailed upon request. The final version of the documents must be filled in Bulgarian. 1 2 Page 25 Letter of commitment by the owner of capital • • • A letter of commitment could be used as one of the documents to certify the financial ability of the company to carry out the investment project. The letter must refer to the official name of the investment project, identify the stake, which would be financed by the owner of the capital. The document must be printed on a corporate letterhead and accompanied by a certified Bulgarian translation. Page 26 Document for the absence of financial obligations to the state or to municipalities • • • Official name: “Удостоверение за наличието или липсата на задължения” This document is obtained from National Revenue Agency (Национална Агенция за Приходите). The documents state the existing financial liabilities to the state or to local municipalities, or the lack thereof. Page 27 Document for lack of criminal record • • • • • Official name: “Свидетелство за съдимост” This document is obtained from the country of residence of the owner / the management body of the investor company. The document states the existence or lack of criminal record for the owner or the management body of the investor company. This document can only be issued to an individual, not to a legal entity. The Bulgarian Investment Agency accepts documents from foreign courts or bureaus. However, they must be translated in Bulgarian by a licensed translation agency. Example (German) Example (Bulgarian) Page 28 Declaration for lack of double subsidy for new jobs created • • • Official name: “Декларация по чл. 5, ал.1, т.14 от ППЗНИ” The declaration states that new job places for the project shall (or shall not) receive double government subsidies. The declaration has a standard format. A sample can be e-mailed upon request. The final version of the documents must be filled in Bulgarian. Page 29 Declaration for absence of fired and re-employed workers • • • Official name: “Декларация по чл. 5, ал.1, т. 15 от ППЗНИ” The declaration states that non of the new job places includes recently fired employees from the company or affiliated companies. The declaration has a standard format. A sample can be e-mailed upon request. The final version of the documents must be filled in Bulgarian. Page 30