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ShelfCompanies24 has been forming Bulgarian companies for international founders since 1995. Our Sofia team handles every step of company formation in Bulgaria on a single agreed service contract, from picking the right legal form through Trade Register registration, NAP tax registration, UBO filing and your first Bulgarian bank account. The Bulgarian Trade Register operates on a 1 to 3-working-day decision target, making this one of the fastest EU jurisdictions. Most clients are trading inside 1 to 2 weeks, or in 3 to 7 working days if they choose a ready-made готова фирма.
One agreed scope of work: the учредителен акт, the Trade Register filing, the UBO register and a virtual седалище.
Company + седалище + banking + счетоводна къща under one roof.
Trade Register 1-3-working-day decision. Bulgarian-speaking case manager.
eIDAS-qualified e-signature, Bulgarian consulate, or delegate to our Sofia attorney via пълномощно.
We draft the учредителен акт, file Trade Register, register VAT and file UBO.
The EOOD is the workhorse for single-founder businesses, accounting for the majority of new Bulgarian corporate registrations. Governed by the Търговски закон (Commerce Act).
For multi-founder ventures. Identical liability protection to EOOD; differs only in number of members.
For listed entities, regulated sectors and large capital structures.
The Bulgaria company formation requirements are short. You need one member of any nationality, at least one управител with no Bulgarian residency condition, a stated business purpose, a седалище address in the country and the statutory minimum capital, which is BGN 2 for both the EOOD and the OOD. Signatures on the founding documents must be notarised, and the file is submitted to the Trade Register electronically. Nothing on that list depends on where you live, which is why most foreign founders simply instruct a company formation agent in Bulgaria and never travel. The table compares the forms side by side.
| Form | Min. capital | Formation time | Best for |
|---|---|---|---|
| EOOD | BGN 2 | 1 to 2 weeks | Single-founder default |
| OOD | BGN 2 | 1 to 2 weeks | Multi-founder default |
| AD | BGN 50,000 | 3 to 6 weeks | Listed groups, regulated |
| Branch | Parent-dependent | 3 to 4 weeks | Multinational presence |
| Готова фирма | BGN 2+ (paid) | 3 to 7 days | Need immediate trading |
Confirm legal form, member structure, business purpose (предмет на дейност), седалище location and banking preferences.
Single-member EOOD uses an учредителен акт (founding act); multi-member OOD uses a дружествен договор (company agreement). Drafted bilingual Bulgarian-English by our Sofia attorney.
Bulgarian law requires notarised signatures of the founder(s) on the founding documents. Foreign founders can sign at any Bulgarian consulate, via eIDAS qualified electronic signature, or delegate to our Sofia attorney via пълномощно.
Open a special accumulation account at a Bulgarian bank, deposit the capital. Bank issues a удостоверение за внесен капитал.
Files submitted electronically via brra.bg. Statutory processing: 1 to 3 working days. Trade Register filing fees apply and are set by the registry, with a lower rate for electronic filings.
The EIK doubles as the tax identification number. Within 7 days of Trade Register entry we file with NAP for:
Beneficial owners filed in the central UBO register at the Registry Agency within 4 months of registration.
Convert accumulation account to operating account. Bulgarian banks: UniCredit Bulbank, DSK Bank (OTP), KBC Bank Bulgaria, Postbank (Eurobank), First Investment Bank, ProCredit Bank Bulgaria, Allianz Bank Bulgaria.
The whole Trade Register file is submitted online through the Registry Agency portal at brra.bg, which is the reason Bulgaria is quick: the statutory decision target is 1 to 3 working days from submission. Electronic submission requires a qualified electronic signature recognised under eIDAS, which we hold, so you do not need a Bulgarian signature certificate of your own. What cannot be done online is the notarisation of the founders’ signatures on the учредителен акт: that is done at a Bulgarian consulate near you, under your own eIDAS qualified signature, or by giving our Sofia attorney a пълномощно. The NAP registration and the UBO filing that follow the register entry are electronic as well.
Correct. Neither the members of a Bulgarian OOD nor its manager has to be resident in Bulgaria or hold an EU passport, and a single founder may own the company and manage it. Foreign founders are identified from their passport details on the Commercial Register file. The separate question is immigration: a manager from outside the EU who intends to live and work in Bulgaria needs the ordinary residence and work permissions, which has nothing to do with the company’s own registration.
| Scenario | Typical duration |
|---|---|
| EOOD via electronic Trade Register filing | 1 to 2 weeks |
| OOD (multi-member) | 2 to 3 weeks |
| AD (joint-stock) | 3 to 6 weeks |
| Branch of foreign company | 3 to 4 weeks |
| Готова фирма, transfer rather than formation | 3 to 7 working days |
EOOD via electronic Trade Register filing: 1 to 2 weeks. Trade Register decision is statutorily 1 to 3 working days, plus 1 week for pre-filing document preparation, banking and tax setup. Готова фирма transfer completes in 3 to 7 working days.
BGN 2 (two leva, ≈ €1), symbolic. Many practitioners and banks recommend higher (BGN 1,000+) for credibility. Our standard ready-made EOODs deposit BGN 2 to 5,000.
EOOD (Еднолично ООД) is a single-member version; OOD is multi-member (2+). Liability protection, governance and minimum capital are identical. We default to EOOD for single-founder clients.
Bulgaria deliberately maintained a 10% flat CIT since EU accession in 2007 to compete for FDI. Combined with the lev’s currency-board peg to the euro and (from 2026) Eurozone membership, Bulgaria offers an extremely cost-effective EU operating base.
Exactly as a Bulgarian national would. There is no residency, nationality or work-permit condition on the member or the управител of an EOOD or OOD, and no local partner is required. You supply certified passport copies, proof of address and the intended business purpose; we draft the учредителен акт in Bulgarian and English, arrange notarisation at a Bulgarian consulate or under eIDAS, deposit the capital, file with the Trade Register and register the company with the NAP.
10% on profit. 5% dividend withholding (0% to EU corporate parents). VAT 20% standard. Effective combined corporate tax burden for a typical EOOD: 10 to 15%.
Yes. Bulgarian tax law follows the place-of-effective-management test, so substance considerations matter. Many foreign clients combine a Sofia virtual седалище with regular manager visits.
NAP tax registration for corporate tax and, where turnover requires it, for VAT and VAT-EU; the UBO filing at the Registry Agency; activation of the operating bank account; and an accounting engagement, because Bulgarian companies report monthly. Most clients are fully operational within 2 weeks of the Trade Register entry.
The route is identical and it is remote. Your passport copy and proof of address are notarised and apostilled in the United States under the Hague Apostille Convention, then couriered to Sofia for sworn translation. You sign the учредителен акт at a Bulgarian consulate, with a qualified electronic signature, or by giving our Sofia attorney a пълномощно. We deposit the capital, file the Trade Register application electronically and complete the NAP and UBO registrations. You do not travel.
Registration is the first of four steps. You register the company in the Trade Register, register it with the NAP for tax and, above BGN 100,000 of turnover, for VAT, open an operating bank account, and engage an accountant, because Bulgarian companies file monthly and publish annual financial statements back to the register. If you need to be invoicing before that sequence finishes, a готова фирма transfers in 3 to 7 working days instead.
Search the Trade Register at brra.bg by company name or by EIK, the unified identification code issued on registration, which doubles as the tax number. The public file shows the седалище, the управител, the members, the registered capital and every filing the company has made, and a fresh удостоверение can be ordered from it. Counterparties and banks run that check routinely, which is why a clean register history is worth having.
Ready to register your Bulgarian company? Contact our Bulgarian desk for a service covering учредителен акт, Trade Register, NAP and banking.
Bulgaria is one of several jurisdictions where ShelfCompanies24 maintains pre-formed entities and active formation services. Why pick Bulgaria for your OOD specifically? Flat 10% CIT, EU member is the headline reason, but it pays to understand the trade-offs against the alternatives. Below are concrete differentiators that matter when you are weighing a structure decision against the actual operating profile of your business.
Cross-border corporate structuring in 2026 is governed by a tighter web of rules than in any previous decade. Three forces shape every decision:
For Bulgaria specifically: 10% flat CIT, EU lowest; Eurozone member from 1 January 2026 (lev replaced by euro at 1.95583).
Issues we routinely see when prospects come to us after attempting the process directly with local providers in Bulgaria:
Yes. A name change is filed with the TR via a directors’ resolution and a routine filing, typically clears in 48 hours. We include up to one name change as standard for both shelf-company purchase and new formation. Further changes are handled as a separate instruction.
Yes. A Bulgarian OOD is resident in an EU member state, so the Parent Subsidiary Directive and the Interest and Royalties Directive apply, and Bulgaria has more than 70 comprehensive double taxation agreements in force on top of them, covering every EU member state and most large economies. The OECD Multilateral Instrument has applied to Bulgaria since 2023 and has inserted a principal purpose test, so treaty relief depends on genuine commercial purpose rather than the registered address.
Client information is held under contractual non-disclosure plus the professional-secrecy obligations applicable to corporate-service providers in our home jurisdiction. We do not share client identity or transaction details with third parties beyond what is statutorily required (KYC reporting, beneficial-owner-register filings, AML/CTF reporting where triggered). Our internal access to client files is logged and access-restricted by need-to-know.
Material tax changes (rate moves, new minimum-tax regimes, treaty amendments) get communicated to active clients with our analysis of impact. Where the change is structural, for example the OECD Pillar Two implementation in Bulgaria or a domestic tax-base reform, we proactively flag clients whose structures may need restructuring and set out a defined remedial path. The client is not left to discover material regulatory change from their accountant or from media reports.
A OOD is a separate legal entity Bulgarian-tax-resident with its own corporate tax filings and beneficial-owner record. A branch is an extension of a foreign parent, the foreign parent is the legal entity, the Bulgaria branch books local-source income but the parent’s overall tax liability cascades. Most foreign owners pick an OOD for liability ring-fencing and clean tax accounting; branches are sometimes preferred where the parent has specific group-relief or treaty considerations that depend on common legal personality.
Engaging us for your Bulgarian new OOD formation covers the following deliverables under one service:
The deliverable scope is identical regardless of whether you are based in the EU, the US, the UK, the Middle East, or APAC, we operate the same service globally for Bulgarian corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are quoted line-item separately so the agreed scope of work does not drift.
Different jurisdictions are stronger for different commercial activities. Bulgaria consistently performs well for international operators in:
None of these are exclusive, a Bulgarian OOD can engage in any lawful commercial activity, but choosing a jurisdiction where the activity has a deep operating ecosystem (talent pool, regulatory familiarity, banking and supplier networks) materially shortens the time from incorporation to first revenue. Tell us your activity profile and we will confirm whether Bulgaria is the right fit before we begin.
A Bulgarian OOD sits within the EU treaty framework, automatic access to the EU Parent-Subsidiary Directive (zero withholding on intra-EU dividends meeting the holding test), the Interest and Royalties Directive, and Bulgaria’s bilateral double-tax treaties with non-EU partners. The treaty network is shaped by the OECD Multilateral Instrument since 2017, which embedded a Principal Purpose Test (PPT) into existing treaties to deny benefits where a structure was set up primarily for tax advantage rather than genuine commercial purpose.
Common Bulgarian OOD patterns we see: EU-wide trading hub with VAT one-stop-shop, IP holding with treaty-protected royalty flows, regional headquarters serving CEE/Western EU subsidiaries, and licensing-and-distribution structures using EU passport rights. Each pattern has its own substance and transfer-pricing implications which your consultant will map before structuring.
The 2026 corporate-law and tax landscape in Bulgaria: 10% headline corporate tax. 10% flat CIT, EU lowest; Eurozone member from 1 January 2026 (lev replaced by euro at 1.95583).
Beyond the headline number, three regulatory currents shape every Bulgarian structuring decision in 2026: OECD Pillar Two and the local Qualified Domestic Minimum Top-up Tax (QDMTT) for groups above €750 million consolidated revenue; the EU’s progressive AML/CTF tightening (AMLD6 and AMLR transitioning into the Anti-Money-Laundering Authority’s direct supervision); and the TR’s ongoing migration toward digital-only filing and real-time beneficial-owner reconciliation. Smaller entities below the Pillar Two threshold continue under the regular Bulgarian tax regime, but reporting obligations to the TR apply to every entity regardless of size.
We track these regulatory currents continuously and flag anything material to active clients within working days of the change being announced. You do not need to monitor Bulgaria regulatory news yourself, that is part of what we provide for the annual retainer.
Three deadline buckets: TR confirmation/return (typically annual, on the company’s accounting reference date), corporate tax return (filed via the Bulgaria tax authority following the financial year-end, usually 6-12 months after period close), and VAT/sales-tax returns (monthly or quarterly cadence depending on turnover, where applicable). Beneficial-owner-register updates are event-triggered (filing required when ownership changes) rather than calendar-based.
Penalty consequences vary by jurisdiction but typically follow a pattern: small late-filing fee for short delays, larger automatic penalty for sustained non-filing, and ultimately strike-off from the TR for prolonged non-compliance. Strike-off voids the company and may require court application to restore. Our retainer service handles the full filing calendar so this never happens to a client on our books.
Three layers determine the after-tax dividend: Bulgaria corporate tax already paid at the OOD level on profits (10%); Bulgaria withholding tax on outbound dividends, which is the variable that depends on where the recipient sits, zero under the EU Parent-Subsidiary Directive for qualifying EU/EEA corporate holders meeting the minimum holding test, reduced rates under bilateral treaties for non-EU recipients, default Bulgarian statutory rate where no treaty applies; and recipient-country tax on the dividend in the parent’s hands (often subject to participation exemption at the recipient level). Your consultant maps this end-to-end in the initial scoping so the after-tax economics are clear before incorporation.