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Bulgaria’s limited liability company is the дружество с ограничена отговорност, the OOD (ООД). When one person, an individual or a company, owns the whole capital, the name must carry “еднолично ООД”, which is why a single-owner company is called an EOOD (Commerce Act, Article 116). It is one legal form with two names: in an EOOD the sole member takes the decisions of a general meeting (Article 147). Members answer for the company’s debts only up to their contribution (Article 113), and the company exists from the day of its entry in the Commercial Register, not from signing (Article 67).
| Point | EOOD | OOD |
|---|---|---|
| Owners | One natural or legal person | Two or more persons, natural or legal |
| Founding document | Учредителен акт (founding act), in writing | Дружествен договор (company contract), in writing |
| Who decides | The sole owner, in the form the Act prescribes for general meeting decisions | The general meeting; amending the contract or admitting a member needs more than three quarters of the capital |
| Minimum capital | EUR 1, divided into shares of at least one euro cent each | |
| Paid in before registration | The statutory minimum, or at least 70% where the founders set a higher capital | |
| Management | One or more managers (управител), each named in the register | |
The joint-stock company (АД) needs EUR 25,000 of capital and files with the register only electronically, which makes it a vehicle for larger or regulated businesses.
Bulgaria adopted the euro on 1 January 2026 at 1.95583 leva to the euro, and the Commerce Act now sets the minimum capital of an OOD or EOOD in euro: at least EUR 1, made up of shares of at least one euro cent, with the shares adding up exactly to the capital (Article 117). Guides that give BGN 2 describe the rule as it stood before the changeover. To register, the founders pay in the statutory minimum and, if they choose a higher capital, at least 70% of it; the founding document sets the date for the rest, which may not be later than two years after registration (Articles 115 and 119).
Cash capital is paid into a bank before filing and the bank’s certificate goes into the registration file; an electronic certificate from a payment service provider’s automated system is accepted (Ordinance No 1, Article 20). Banks use a temporary capital-raising account for this and close it after registration, and at least one large bank lets a proxy with an explicit notarised power of attorney open it. What individual banks ask for is on our page on bank accounts for Bulgarian companies.
Anyone with legal capacity, wherever they live: neither the members nor the manager need Bulgarian residence or citizenship, and one foreign individual can own and manage an EOOD alone. A non-EU manager who moves to Bulgaria needs residence and work permission, which is immigration law, not company law. Three rules matter more to a foreign founder:
A company can found an EOOD or join an OOD; if it is not registered in Bulgaria, it files proof of its existence and representatives under its own law and its decision to take part. Foreign-language documents go in with a Bulgarian translation whose translator’s signature a notary certifies (Ordinance No 1, Article 7).
| Document | What it is | Basis |
|---|---|---|
| Application form A4 | The application in the prescribed form, with the applicant’s declaration that the data are true | Commercial Register Act Art. 13 |
| Founding act or company contract | Name, seat and address of management, object, members, capital and payment terms, each share, management and representation | Commerce Act Arts. 114, 115 |
| Redacted copy | The same document with personal data the law does not require blacked out, for publication | Ordinance No 1 Art. 20 |
| Founding minutes and appointment | The founders’ decisions, including the appointment of the manager | Ordinance No 1 Art. 20; Registry Agency guidance |
| Manager’s consent | Consent to the appointment with a specimen signature, certified by a notary | Commerce Act Art. 141(3) |
| Manager’s declarations | No bankruptcy bar under Article 141(8) and (9); the non-competition declaration under Article 142 | Ordinance No 1 Art. 20; Registry Agency guidance |
| Proof of capital | The bank’s certificate of the cash capital paid in | Commerce Act Art. 119; Ordinance No 1 Art. 20 |
| Corporate founder’s papers | Proof of existence and representatives, and its decision to take part, with translations | Ordinance No 1 Arts. 7, 20 |
| Licence | Only where a law makes the activity subject to a permit | Commerce Act Art. 119(3) |
Can you register a company in Bulgaria online? The filing, yes, by anyone holding an electronic signature the Agency accepts or by a lawyer with an express power of attorney. The manager’s consent still needs a notary and the capital still needs a bank, in person or through a proxy.
Bulgaria keeps beneficial owner data on each company’s file in the Commercial Register (Measures Against Money Laundering Act, Article 63). A beneficial owner is an individual who holds, directly or indirectly, 25% or more of the shares or voting rights, or who controls the company by other means. If the individual owners are already entered as members, nothing more is filed. A company owned by another company declares the individuals behind it on the prescribed form and reports later changes within the register’s general seven-day period.
One rule catches foreign-owned companies. Where no legal representative living permanently in Bulgaria is entered on the file, the declaration must also name a contact person who does live permanently in Bulgaria, with an address for correspondence there and that person’s notarised consent (Article 63(4)). The contact person, recorded on the company’s file, must hold accurate beneficial owner information and give it to banks, other obliged entities and the authorities, and the owners must supply it. Where a structure needs one, we can arrange a contact person on those terms. The recorded data are open to the authorities, to obliged entities in their due diligence and to anyone who proves a legitimate interest (Article 63b).
| Obligation | Rule | Source |
|---|---|---|
| Corporate tax | 10% of taxable profit; a company incorporated under Bulgarian law is resident and taxed on its worldwide profits; the first tax year runs from incorporation to 31 December | CIT Act Arts. 3, 20, 21 |
| Annual tax return | Filed between 1 March and 30 June of the following year; not required for a year without activity unless tax arises | CIT Act Art. 92 |
| Dividends | 5% final tax for individuals; 5% withholding for foreign companies, none for a company resident in the EU or EEA unless it is a hidden profit distribution | PIT Act Art. 46; CIT Act Arts. 194, 200 |
| VAT registration | Compulsory once turnover in Bulgaria exceeds the national threshold of EUR 51,130, applied for within seven days; required earlier for services bought from foreign suppliers under the reverse charge or supplied to businesses in other EU states | VAT Act Arts. 96, 97a |
| VAT rates and returns | 20% standard; 9% for hotel accommodation, books and periodicals, baby food and nappies; a return for every calendar month once registered | VAT Act Arts. 66, 66a, 87, 125 |
| Annual accounts | Published in the Commercial Register by 30 September of the following year; a year with no activity is declared once, by 30 June | Accountancy Act Art. 38 |
The National Revenue Agency decides a VAT application within seven days, or three days for a registration covering only cross-border services or purchases of goods from other EU states (VAT Act, Article 101); a voluntary request made in the Commercial Register application reaches it from the Registry Agency.
Rarely for speed. A new company’s registration is examined by the end of the next working day, whereas a share transfer is decided only after three working days and needs notarised documents first. A ready-made company is worth considering when a counterparty, tender or bank wants an earlier date of entry, when you would rather skip the capital-raising account, or when you want a company that already holds a VAT registration or, where we offer one, a bank account. Our page on ready-made shelf companies in Bulgaria explains how that transfer works.
As a company formation agent for Bulgaria, we can form a new EOOD or OOD or supply a ready-made one, draft the founding or transfer documents, prepare the register and beneficial owner filings and help with the bank application. Where we have a working contact at a suitable bank we can introduce you; the bank alone decides.
EOOD stands for еднолично дружество с ограничена отговорност, a single-owner limited liability company: an OOD whose whole capital belongs to one person, an individual or a company, who takes the decisions a general meeting would otherwise take. Capital, manager consent and Commercial Register entry follow the same rules as for an OOD with several members.
Exactly as a Bulgarian would. Agree the company contract, have the manager’s consent and specimen signature certified by a notary, pay at least the minimum capital into a Bulgarian bank and file form A4 with the Registry Agency, online with an accepted electronic signature or on paper. Foreign documents need a Bulgarian translation with a notary-certified translator’s signature. No Bulgarian residence is required.
EUR 1, since the Commerce Act was amended for the euro on 1 January 2026; before that it was BGN 2. Each share must be at least one euro cent. The minimum must be paid in full before registration, and if the founders choose a higher capital, at least 70% of it, with the remainder due within two years.
The registry’s part is short: the Commercial Register Act requires an application for initial registration to be examined by the end of the next working day after it reaches the register, with the decision given immediately. Before filing come the notarised manager’s consent, any translations and the bank’s capital certificate.
Search the Commercial Register on the Registry Agency’s portal by company name or EIK. The register is public: the file shows the date of entry, seat, members, manager, capital and every announced document, annual accounts included. Beneficial owner details are the exception, open only to authorities, obliged entities and people with a legitimate interest.
Not at first, unless it buys or sells services across borders. Registration becomes compulsory once its turnover in Bulgaria exceeds EUR 51,130, with seven days to apply. A company buying services from foreign suppliers under the reverse charge, or supplying services to businesses in other member states, registers earlier. Voluntary registration is open to any company and can be requested with the incorporation.
Planning a Bulgarian company? Tell us who will own it, who will manage it and where they live, and we will tell you what the formation would need, from the notarised consent to the beneficial owner declaration. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.
More on Bulgaria: the Bulgaria overview, shelf companies in Bulgaria and bank accounts for Bulgarian companies. For buying an existing company in general, see off-the-shelf companies.