This guide follows the order in which a founder actually meets each question — from the first design choices to the filings that fall due after the company exists.
Step 0 — Is a limited company the right tool?
For an ordinary trading, service or holding business, almost always. The company holds its own assets and carries its own debts, so owners risk their contribution and nothing more. Three alternatives are worth knowing:
| Alternative | Worth considering when… | What is different |
|---|---|---|
| AD (joint-stock company) | Many investors, a large project or a regulated activity | EUR 25,000 minimum capital; board of directors (3–9) or management and supervisory boards |
| DPK (variable capital company) | A start-up raising rounds and granting staff options | No minimum or registered capital; share classes with enhanced votes or dividends; up to 50% treasury shares; fully online meetings; capped at fewer than 50 staff on average and annual turnover and/or assets of no more than EUR 2,045,167.52 (BGN 4 million) |
| Branch | A foreign company that wants to trade in its own name | Not a separate legal person; the parent answers for its debts |
Step 1 — Design the company
These choices go into the founding documents. Getting them right now is far cheaper than amending them later.
| Element | What the law requires | Our practical advice |
|---|---|---|
| Name | Unique nationwide, ending in “OOD” or “EOOD” | Check the register (free), the domain and existing trade marks together; reserve the name if drafting will take time |
| Registered office | An address in Bulgaria you have the right to use | A professional registered-office service is fine if post genuinely reaches you |
| Scope of business | A description of the activities | Draft it broadly and add “any activity not prohibited by law”; check whether any activity needs a licence |
| Capital | At least EUR 1; shares of at least EUR 0.01 | If you declare more, 70% is paid before registration and the rest within up to two years |
| Manager(s) | At least one, appointed by the owners | Decide whether several managers sign alone or jointly — that is the only limit third parties must respect |
| Owner rules | Largely left to the articles | Cover exit, exclusion, death of an owner, deadlock and a right of first refusal — none of these is adequately covered by default rules |
Two of these deserve a closer look.
Signing powers. Internal caps on what a manager may sign — say, a requirement for owners’ approval before taking a loan — bind the manager towards the company but not outsiders: a bank or supplier can still rely on the contract. If you want real external protection, require joint signature by two managers instead.
Formalities for owner decisions. By default, resolutions admitting or excluding owners (or approving a share transfer to an outsider), increasing or reducing the capital, electing the manager, and acquiring or disposing of real estate must be recorded in minutes with signatures and content notarised at the same time (Art. 137(4) of the Commerce Act); otherwise they are void. The articles can provide for simple written form instead. For owners living in different countries, providing for simple written form in the articles saves a great deal of time and cost.
Step 2 — Paper and money
- Founding minutes (OOD) or the sole owner’s decision (EOOD)
- Articles of association (OOD) or memorandum (EOOD)
- Manager’s consent and specimen signature, notarised
- Manager’s declarations under Art. 141(8)–(9) and Art. 142 of the Commerce Act
- Declaration under Art. 13(4) of the Commercial Register Act
- Bank certificate for paid-in capital
- State fee receipt and application form A4
- Power of attorney for the lawyer filing on your behalf
The capital goes into an account the bank opens for the company in formation. The bank issues a certificate for the filing, and after registration the account is converted into the company’s ordinary current account — the money is then free to use.
Founders abroad can sign before a local notary; documents are apostilled and translated in Sofia. Banks typically ask for a passport, proof of address, a home-country tax number, a business description, source-of-funds evidence and the notarised, apostilled power of attorney. Have a second power of attorney ready for converting the account after registration.
Capital can also be contributed in kind — property, receivables, equipment, IP — but only after valuation by three independent experts appointed by the Registry Agency. Because that adds weeks, founders usually start with cash and contribute assets later through a capital increase.
Step 3 — Filing and registration
A lawyer files form A4 electronically with a qualified electronic signature (paper filing is still possible). The register normally rules by the end of the next working day; in our experience, during busy periods in 2026 some decisions took more than ten days. The company exists — and receives its company number (UIC) — from registration.
Step 4 — The first 30 days
Beneficial owners
Where any owner is a legal entity (unless its own chain ends in individuals registered as partners in Bulgaria), or the real owner is not the registered shareholder, declare the ultimate beneficial owners and controlling persons within 7 days of registration.
Contact person
Where the manager is not permanently resident in Bulgaria, register a resident contact person. Missing this or the beneficial-owner filing risks a fine of EUR 2,556.46 (BGN 5,000), which can be imposed again every month until the filing is made.
VAT check
Registration becomes mandatory above EUR 51,130 taxable turnover in a calendar year, but can be triggered much earlier by cross-border services (Art. 97a of the VAT Act) or intra-EU acquisitions above EUR 10,000. Voluntary registration is available, even at incorporation, and a small-business scheme applies from 2026.
Accounting
Appoint an accountant; annual accounts and tax returns follow the calendar year.
Living with the company
- Share transfers. Free between existing owners. An outsider can only come in once the general meeting admits them by more than three-quarters of the capital. The contract needs simultaneous notarisation of signatures and content, and it is registered only after the Registry Agency confirms that the company and the seller have no enforceable unpaid social-security debts and both have declared that there are no other overdue debts.
- Topping up funds. Owners can be asked for additional cash contributions only to cover losses or a temporary cash need, by a majority of more than three-quarters, pro rata to their shares; an owner who did not vote in favour may leave within one month.
- Quiet years. A company with no activity files a dormancy declaration under Art. 38(9)(2) of the Accounting Act by 30 June instead of annual accounts.
- Winding up. Dissolution can follow the owners’ decision (a three-quarters majority), the end of a fixed term, merger or division, insolvency or a court decision. Liquidation then takes at least six months.
Existing company? Capital in euros
The Registry Agency has already converted every company’s registered capital into euros. Amendments to the Euro Introduction Act (State Gazette No. 82 of 8 September 2026) extended the period for bringing the articles into line to 31 December 2028 and removed the duty to file the conversion together with the next unrelated filing. In practice the euro figures can be written in when the articles are next amended for another reason; no state fee is charged for the conversion. See our guide to the euro changeover.
Questions clients ask
Can the whole process be done remotely?
Yes. With notarised and apostilled powers of attorney, we can sign, open the bank account, file and convert the account without you travelling.
Does owning a Bulgarian company give me the right to live here?
Not by itself. A manager of a Bulgarian company can obtain residence where the company meets the statutory conditions for that ground, such as employing local staff. Other routes are described in our overview of residence options.
Who needs to know who owns the company?
The beneficial-owner information is filed with the Commercial Register and is also requested by banks. Where an owner is a legal entity, or the real owner is not the registered shareholder, the declaration is due within seven days of registration.
How much tax does an owner pay on profits taken out?
10% corporate tax on the profit, then 5% on dividends paid to individuals — about 14.5% in total on distributed profit.
This guide is general information about Bulgarian law as it stood on the date of publication. It is not legal advice for your specific case.
