Variable Capital Companies (DPK) As Special Investment Purpose Vehicles

Next up: a plain-English guide to Bulgaria's new Variable Capital Company, VCC (дружество с променлив капитал, DPK). What it is, why it was introduced, how it's run (governance, accounting, costs), and where the gotchas live. Then we'll show how we use DPKs at Airevest, so each property has a clean legal wrapper for investors.

Think of VCC as "LLC-simplicity with JSC-style investor tools." Capital can vary, investor entry/exit gets easier, meetings can be held online, and the cap table is maintained in a Shareholders' Book rather than hard-coding a number in the Trade Register. That flexibility is exactly why it's interesting as an SPV for platforms like Airevest.

What is a VCC?

The big innovation is that capital is variable and governance much more flexible: instead of a fixed number hard-coded in the Trade Register, capital adjusts over time and is confirmed annually together with the financial statements. That flexibility makes adding/removing investors or changing the cap table far less clunky than in classic forms.

There's also a practical perk at birth: you don't need a fundraising (escrow) account to incorporate, which lowers friction versus a standard joint-stock setup. In short, the form was designed to make it easier for startups and investment structures to onboard investors, grant employee stakes, and operate digitally.

The legal framework took effect in 2024, and the Trade Register began accepting DPK registrations on 19 December 2024.

So this is live, not theoretical.

Inside the VCC (DPK)

At launch, the VCC is aimed at micro and small enterprises. In practice that means up to 50 employees and up to BGN 4 million in annual turnover and/or assets. If you grow beyond those thresholds, you convert into a classic capital company (ООД/АД). This is by design: the form eases early growth, then you graduate when the numbers say you should.

Nuts & Bolts

• Low barrier to start. There's no statutory minimum capital, and nominal values can be as low as EUR 0.01 per share—handy when you need granular ownership slices.
• Where the truth lives. The Shareholders' Book is the living source of truth for the cap table; capital is confirmed with the annual accounts, not locked in the register.
• Transfers can be simpler. By default, a VCC share transfer follows the law (often with notarial form). But the company agreement can allow ordinary written form (including qualified e-signatures), enabling online transfers a huge win for investor liquidity.

Accounting & reporting (what changes, what doesn't)

The "variable" part shows up at year-end: you confirm capital and the cap table together with your annual financial statements. Otherwise, accounting treatment follows familiar joint-stock/LLC practices: keep proper books, maintain the Shareholders' Book, and publish your annual accounts on time. In other words, governance is more flexible; accounting isn't exotic.

Note that a VCC is a corporate form, not a tax regime. You're still under standard corporate income tax and Value Added Tax rules: register for VAT based on activity/thresholds; dividends and withholding tax apply as usual.

If you were hoping for magical tax rates … sorry.

The value here is governance and investor mechanics, not tax arbitrage.

Costs & ongoing admin (the practical view)

Recurring items look familiar: accounting, annual filing, and your tooling of choice for cap-table/meetings/signatures.

Quick comparison (DPK vs OOD vs AD)

Feature	DPK	OOD (LLC)	AD (JSC)
Capital	Variable, confirmed annually	Fixed on register	Fixed on register
Min. nominal	EUR 0.01 possible	Typically low (e.g., BGN 2)	Higher formality
Investor entry/exit	Company agreement can allow online/e-signed transfers, no notary needed	Notary formalities typical	Share transfers via depository/notary paths
Meetings	Remote/online supported	In-person typical	Formal assemblies

How AireVest uses DPK (and why)

In Western markets, most real-estate syndications and private deals sit inside the so-called Special Purpose Vehicles (SPVs) – single-asset companies created to own one property, ring-fence risks, and pass economics cleanly to investors. Instead of dozens of people co-owning a deed under messy civil law, investors buy shares or units in the SPV, which then holds the title. That structure standardizes documents, simplifies voting and exits, keeps money flows transparent (rents in, expenses out, distributions pro-rata), and prevents problems in one asset from spilling into another. In short: one asset, one company, one set of rules—clear governance and cleaner outcomes.

At Airevest, we utilize VCC which is SPV's equivalent in terms of flexibility and operations. Every property you see on AireVest will be acquired by a newly incorporated VCC (DPK) that exists for one job only: own that single asset and pass its economics to the people who funded it. When we hit one 100% of the funding target for any property on our platform, the real work starts.

At that point we incorporate a fresh DPK:

1. New bank account, new corporate identity, no legacy baggage.
2. 1000 shares per VCC (DPK) - We issue one pool of ordinary voting shares

10% ownership = 100 shares;

25% ownership = 250 shares

To finalize your purchase, you pay for your shares by depositing the amount into the newly form DPK (NOT in Airevest's company account)

IMPORTANT: AireVest does NOT sit in the middle of those flows. The company you now co-own is the company that holds the property, and the money you wired is the money that buys the deed.

Equality is a feature here, not a slogan. Everyone comes in on the same class with the same economic and information rights; there are no hidden preferences and no side letters. To keep control balanced, we cap voting power at thirty-three percent (33%) for any single person or entity, even if they happen to own more than that percentage of the shares. That single rule protects smaller holders from being steamrolled and forces decisions to build a real coalition. It also avoids the familiar problem of a "silent majority" discovering late that one large investor can dictate outcomes.

"We cap voting power at 33% percent for any single person or entity—even if they happen to own more than that percentage of the shares eventually."

Governance

Governance runs on a predictable calendar and within your portfolio dashboard on the platform. There, you can find performance and cash updates: occupancy, revenues, variances to plan, and the status of any maintenance or capex items.

Annually, you approve the accounts, confirm capital and the shareholder book, re-appoint or replace the manager, and revisit strategy and budgets. Event-driven votes cover the big levers: additional leverage above a threshold, material capex outside the plan, change of property manager, and a sale decision. Because meetings and voting are online, participation is high and records are tight.

Why go to this trouble instead of simply co-owning the apartment under civil law? Because corporate governance beats hallway governance. In a VCC, your rights are contractual and corporate. If someone wants to change the plan, there's an agenda, a pack, a meeting, and a vote. If someone wants to exit, they sell shares without dragging the entire property through a partition proceeding. If a vendor underperforms, we change them under the authority you've given us. The asset keeps operating while human situations change around it. That continuity is what protects returns.

"Corporate governance beats hallway governance."

Money, money, money, and dividends.

Money movement is equally straightforward. You first reserve your shares by paying a small deposit, then you pay for your shares directly into the VCC account. The VCC pays the seller and becomes the owner of record. Rental income flows into the VCC; operating expenses, management fees, insurance, utilities, and maintenance flow out. Depending on the strategy, you receive dividends proportional to your share. Investors review the pack, ask questions, and vote. The VCC pays distributions pro-rata to each shareholder's registered account.

Exiting your investment

The same clarity applies to exits: either the VCC sells the asset and distributes net proceeds, or shareholders sell their shares to new investors while the VCC keeps operating. In both cases, documentation and payments are handled by us under the rules you've already approved.

Liquidity

Liquidity is often the forgotten piece in fractional structures; we bake it in. Because VCCs allow transfers to be performed under written or qualified e-signature, investors can realistically resell their shares without turning the process into a notarial marathon. We prevent chaos with a few pragmatic constraints—basic KYC on any incoming holder, time-limited investment windows throughout the year, no transfers during a live funding window or before the minimum holding period.

The goal isn't to trap investors; it's to let people rebalance their positions without disrupting operations or blindsiding fellow shareholders.

What's Airevest's position in the VCC?

AireVest's role in this structure is strictly managerial, not ownership-based.

Our job is huge, but we are your force on the ground. Here's what we do:

Stage	What AireVest Does	Where Authority Comes From	What Investors See/Get
Incorporation	Form a new DPK (one asset = one company); open bank account; create 1,000 equal voting shares; set 33% voting cap	Company Agreement + Registry filings	Incorporation docs, IBAN, cap table
Funding	Collect subscriptions directly into the DPK; issue shares pro-rata	Subscription Agreements + Board resolutions	Payment receipt; share entry in book/portal
Acquisition	Execute purchase (notary, registry, insurance); DPK becomes owner	Manager mandate/PoA	Purchase deed, insurance policy
Operations	Oversee PM & vendors; run budgets/capex; handle banking & bills	Management Agreement	Monthly/quarterly performance + cash view
Accounting & compliance	Bookkeeping; annual accounts; KYC/AML; insurance; tax/VAT admin (if applicable)	Law + Management Agreement	Financial statements; compliance confirmations
Reporting & governance	Maintain Shareholders' Book; Arrange online meetings; prepare agendas, packs, minutes; investor votes on reserved matters	Company Agreement	Meeting packs; recorded votes; minutes
Distributions	Distribute dividends and cash assets	Company Agreement	Dividend notices; payouts
Transfers / liquidity	Enable share transfers (e-signed, no notary if allowed); KYC buyer; update Shareholders' Book	Company Agreement (transfer rules)	Simple resale process; updated cap table
Exit	Run asset sale and distribute net; or support investor-to-investor share sales	Company Agreement + shareholder vote	Sale pack; final distribution / updated book

We are NOT a shareholder in the property DPK.

We do NOT have voting power there.

We CANNOT do anything with your property unless given permission.

The document pack is standardized so that every investor is treated identically, and you can find all the legal documents on the platform's Terms & Conditions.

What we DON'T do

We don't warehouse investor funds outside the VCC.

We don't insert ourselves into the cap table to control votes.

We don't alter the company agreement mid-flight without a shareholder vote.

We don't run dual terms – every investor agrees to the same documents and lives under the same rules.

Alignment is the point: we want to earn the right to manage the next deal because we did a good job on the last one. When this is working well, it feels uneventful.

The property is acquired on time.

Reporting turns up when expected.

Budgets and capex are boring by design.

Dividends show up as the plan says they should.

If conditions change, we put options on the table with the math to match – hold longer, sell now, refinance, or upgrade – and you decide as a group.

The headlines are the ones you want:

"stable cash flow"

"clean audit trail"

"calm exit when the time is right."

So the short version is this: one asset, one company, one set of rules, one class of shares, one cap on control, and one manager accountable to the owners. Your money goes into the VCC; your shares come back out; the VCC owns the deed; and the deed drives your returns. It's a simple structure, but it's built to do the complex thing well—protect the asset, protect the investors, and keep the path from cash-in to cash-out clean every step of the way.

To Recap:

• AireVest is not a shareholder and has no voting power in the property DPK. Our role is managerial/administrative under mandates you approve.
• Funds flow directly to the VCC, not through AireVest. Shares are issued by the DPK against your subscription.
• Control is balanced: one class for all investors, pro-rata economics, and a 33% voting cap to prevent dominance.
• Big decisions require Special Majority vote of 75%+ (asset sale, leverage above threshold, manager change, charter amendments, non-routine capex).
• Transfers are designed for liquidity, while preserving integrity (KYC, clean cap table, optional short ROFO if adopted).