Company Registration in Bulgaria

The Company Registration in Bulgaria includes several steps that are obligatory in order to start a business. First of all, you need to decide what type of entity you want to establish. The National Agency for Foreign Investments advises small/medium business owners to open companies with limited liability, i.e. OOD. Another option, convenient for large businesses, is to establish an AD, i.e. joint stock company.

Start online incorporation

Our company incorporation specialists are qualified to assist international entrepreneurs to establish partnerships, sole proprietorships, representative offices, subsidiaries or branches in Bulgaria remotely.

The documents for company incorporation need to be notarized, the minimum required share capital deposited in a local bank account and the notarized papers submitted to the Registry Agency. Finally, the company has to register for value added tax (VAT).

Types of companies in Bulgaria 

The Bulgarian OOD

A company with limited liability (OOD) is most suitable for medium and small businesses. The liability of its members covers only their contributions to the entity’s capital. The Bulgarian OOD has significant advantages over limited liability companies (LLCs) under other jurisdictions because there is no minimum capital requirement for incorporation. Most foreigners starting a business in Bulgaria choose an OOD company.

The documents necessary for the registration of an OOD include Articles and Memorandum of Association (AoA and MoA, respectively). The latter is required in cases of a single shareholder. Such companies are managed by directors, assigned by the Shareholders’ General Meeting (the chief officers of the entity). The company has to have a unique name with the abbreviation OOD at the end.

The Bulgarian Join Stock Company

The Bulgarian joint stock (AD) company is suitable for large businesses and has to be established by no less than two natural or legal persons. The company should have a unique name with the abbreviation AD at the end. In contrast to the OOD, the AD needs to provide a minimum capital of BGN 50 000 (closed AD) or BGN 100 000 (open AD) in shares of BGN 100 each. (note: BGN 1 = EUR 0.51)

Each AD is defined by the company’s by-laws that include its name, official address, business purposes, details on the capital shares and stock, beneficiaries and their advantages, procedures for appointment of Directors’ and Supervisory Boards, and measures in case of transformation or liquidation of the entity. The major factor distinguishing the open from the closed form of AD is that the former can trade shares on the exchange market.

The Bulgarian Sole Proprietorship

In Bulgaria, the sole proprietorship is suitable for single entrepreneurs. The business owner carries full liability for the debts of the company and benefits from its full profits. No minimum capital is required for incorporation of this entity. In the event of liquidation, the business owner’s personal assets are not protected and can be subject to claims.

The Bulgarian General Partnership

The general partnership has at least two members carrying unlimited liability, united under one name and identical economic goals. Similar to the sole proprietorship, any of their personal assets can be subject to claims in the event of liquidation. The basis of this type of entity is defined by its Articles of Association (AoA). The document includes the names and addresses of all partners, the partnership’s name (including the partners’ names and ending in SD), the value of each partner’s contribution and the mode of division of profits and losses between the partners.

The Bulgarian Limited Partnership

The limited partnership is similar to the general. It includes at least two partners, one of which has a general status (i.e. carrying liability for the full debt of the company and holding all decision-making privileges without any obligations to make a fixed contribution to the company’s capital) and the other has a silent status (i.e. carrying liability limited to their individual contributions, without power to make decisions and with protected personal assets in the event of liquidation). This type of entity is also defined by its AoA detailing the partnership. The name of the company must consist of the name of one or more general members and end in the abbreviation “KD”.

Procedure of company registration in Bulgaria

The actual process of registration of a Bulgarian company consists of the deposition of the notarized deeds of foundation, incorporation meeting minutes and bank certificate for the deposition of the initial capital.  The process from notary draft to the registration of the company in the Chamber of Commerce takes approximately 2 working days. The Chamber of Commerce will then publish the company registration within 3-4 days after submission.

The next step of company registration in Bulgaria includes the submission of an application for a tax registration number at the National Revenue Agency. It must be supplemented by the deed of foundation, the bank deposit statement or another document confirming the value of the contribution, and a reference from the Chamber of Commerce for the issuing of a VAT number. The process takes between 5 and 10 working days.

A law firm can complete the whole procedure for company incorporation in Bulgaria in half the time.

After registration, the company owner should hire the services of an accountant. We are able to recommend and provide professional accountants, as we work with numerous specialists in EU countries.

Economy overview in Bulgaria

Bulgaria is situated in the center of the Balkan Peninsula and represents a crossroad between Asia and Europe. The country offers many benefits to foreign and national investors. The service sector is among the most developed ones, especially in the field of tourism. Bulgaria is an attractive destination for holidays thanks to its agreeable prices and picturesque landscapes. Agriculture is another well-developed sector.

The education level of the population is high. Most people speak English, providing a workforce with a good reputation. The main benefits ensured by the government lie in the tax system: taxes are among the lowest in the EU. Profit tax is only 10 percent, the dividend tax for non-residents is 5 percent and the interest tax can reach 10 percent. These taxes can be kept to a minimum or even waived thanks to the numerous agreements for avoidance of double taxation signed by the country up to date.

All national and international investors willing to start a business in Bulgaria can contact our company incorporation representatives. One of our legal advisors will be happy to assist you.

contact an expert button