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A shelf company in Bulgaria, also sold as a ready made or off the shelf company and known locally as a готова фирма (gotova firma), is an EOOD or OOD that was entered in the Commercial Register and then kept without trading until a buyer took it over. Buying one is a share deal. You acquire the дружествени дялове, the shares in the company, and appoint your own manager, while the company stays the same legal person with the same EIK and the same date of entry; the register keeps that code unchanged until the company is deleted (Commercial Register Act, Article 23).
| Already in place | What it means for the buyer |
|---|---|
| Entry in the Commercial Register | The company has existed as a legal person since that day (Commerce Act, Article 67), and anyone can see the date on the public register |
| The EIK | Contracts, invoices and the tax file carry on under the same code, and banks and public bodies given it may not ask you to prove what the register shows |
| Paid capital | At least the statutory minimum was paid in before registration against a bank’s certificate; where the capital is higher, ask how much has been paid |
| Filings while dormant | Instead of accounts, a company that never traded files a one-off declaration of no activity by 30 June after its first inactive year (Accountancy Act, Article 38) |
| Beneficial owner record | The seller’s individuals appear either as members on the file or in a beneficial owner declaration |
An OOD issues no share certificates to hand over. The company keeps a book of shares recording each member’s share, the contributions made and every change (Commerce Act, Article 143), and towards third parties acting in good faith a circumstance that has not been entered in the register is treated as if it did not exist (Commercial Register Act, Article 10). For a buyer, the register entry is what makes the purchase visible.
Any individual or company, resident anywhere. Bulgarian law sets no residence or citizenship test for members or managers, so a buyer abroad can hold all the shares and also act as manager. A foreign company can buy too, and files proof that it exists and of who represents it under its own law, translated into Bulgarian. The manager you appoint must not be bankrupt, or have run a company terminated for insolvency in the two years before that decision while creditors went unpaid, and confirms this in a signed declaration. Immigration is a separate matter: a non-EU manager who moves to Bulgaria needs residence and work permission.
| Step | What happens | Legal basis |
|---|---|---|
| Consent to the new member | In an OOD the general meeting admits the buyer by more than three quarters of the capital; in an EOOD the sole owner decides. The minutes need a notary’s certification of the signatures and the contents at the same time, unless the company contract allows plain written form | Commerce Act Arts. 129(1), 137, 147(2) |
| Transfer contract | Signed with notarial certification of signatures and contents performed at one sitting; an attorney may sign only under a power certified in that same form | Commerce Act Art. 129(2); Obligations and Contracts Act Art. 37 |
| Staff declaration | A declaration on the official template that no wages, compensation or social security contributions are owed to employees, including anyone whose employment ended in the last three years | Commerce Act Art. 129(1), (2) |
| New manager | Appointed by the same decision; the manager’s consent and specimen signature are certified by a notary and come with the declaration on the bankruptcy bars | Arts. 137(4), 141(3), (8) |
| Filing | Within seven days, by the newly appointed manager, with the request for admission, the decision, the contract and the declaration | Commercial Register Act Arts. 6, 15(7); Ordinance No 1 Art. 21 |
| Registry check and decision | The registration officer checks electronically with the National Revenue Agency that neither the company nor the seller owes enforceable social security contributions, and decides immediately after three working days from receipt | Commerce Act Art. 129(2); Commercial Register Act Art. 19(2) |
| Beneficial owners | Declared where the new owners are not themselves entered as members, for example when the buyer is a company | Measures Against Money Laundering Act Art. 63 |
The name, the seat and the object of business can be changed in the same round by a decision amending the founding act or company contract, after which the manager files a copy of the full amended text with the register (Commerce Act, Article 119(4)).
Two rules decide what you inherit. The buyer answers jointly with the seller for any contribution on the share that is already due at the time of the transfer (Article 130), so confirm that the capital has actually been paid. And the new manager binds the company towards third parties in good faith only once the appointment has been entered (Article 141(6)).
A Bulgarian ready made company founded before 1 January 2026 was registered with capital in leva, often the former minimum of BGN 2. On the changeover date the Registry Agency replaced the registered amount with its euro value automatically, dividing by 1.95583 and rounding to the cent, so BGN 2 now reads as EUR 1.02 of capital; each member’s share was recalculated in proportion (Euro Introduction Act, Articles 31 and 33). The company must still bring its own documents into line. An OOD or EOOD files a certified copy of its founding act or company contract showing the converted capital and shares together with its next application to the Commercial Register, and companies have twelve months from the changeover to amend their documents (Article 32). For a shelf company that next application is normally the share transfer, so the conversion goes in with it. If rounding would upset the members’ proportions, the capital may be adjusted by up to 5% through an amendment, without the formalities of a capital increase or reduction.
The account into which the capital was paid at founding is normally a temporary capital-raising account, which the bank closes once the company is registered, so a shelf company does not automatically come with a current account. Bulgaria is among the countries where we can offer shelf companies that already have a business account, and buying one is possible for a buyer the bank accepts. The account belongs to the company and stays with it through the transfer, but the bank reviews the change of owner and manager and may keep the account, ask for further documents or close it. The online routes of some Bulgarian banks are open only to Bulgarian citizens or ask for a Bulgarian personal number, so a foreign manager should expect to visit a branch. See bank accounts for Bulgarian companies and, for the wider picture, shelf companies with bank accounts.
When time is the only reason. Under the Commercial Register Act an application to register a new company is examined by the end of the next working day, while a share transfer is entered only after three working days, and both need a notary first. A shelf company has no turnover, no accounts beyond its dormancy declaration and no credit history, so it will not pass for an established business with a bank that asks for a track record. Corporate tax is 10% for every Bulgarian company, whatever its age. If none of the reasons above applies to you, form a new EOOD instead; our page on company formation in Bulgaria walks through the registration.
We can supply a Bulgarian shelf company or form a new one, prepare the transfer contract, the decisions and the manager’s papers, and file the changes with the Commercial Register and the beneficial owner record. We also help you prepare the bank application, and where we have a working contact at a suitable bank we can make an introduction; only the bank decides whether to open or keep an account.
Yes. Members and managers of an EOOD or OOD need neither Bulgarian residence nor citizenship, and a foreign company can be the buyer, filing translated proof of its existence and representatives. The manager must not be bankrupt or caught by the insolvency bar of the Commerce Act. If the company’s beneficial owners are not entered as members, they are declared on the company’s file.
Yes. Article 129 of the Commerce Act requires the transfer contract to carry notarial certification of the signatures and the contents, performed at the same time, and the decision admitting the buyer needs the same form unless the company contract allows written form. An attorney signing for you needs a power of attorney certified in that same way. The new manager’s consent is notarised as well.
The registry’s part is set by law: once the application reaches the Commercial Register, the officer checks the company’s and the seller’s social security debts electronically and decides immediately after three working days. Before that come your due diligence, the notarial signatures, translations of any foreign documents and the staff declaration. A bank’s review of an existing account runs on the bank’s own timetable.
Only if it registered voluntarily, because a company that has never traded is below the EUR 51,130 turnover threshold for compulsory registration. A registered company files a VAT return for every month, activity or not, so check that every return has been filed. A company without VAT registration can register when it needs to, and the revenue agency must decide within seven days.
Готова фирма is the Bulgarian name for a ready-made company: an EOOD or OOD registered in advance and held without trading until it is sold. Bulgarian ready made companies are bought through a share transfer certified by a notary and entered in the Commercial Register; with it the buyer appoints a manager and may change the name, seat and object of business.
No. On 1 January 2026 the Registry Agency converted the registered capital of every OOD and EOOD into euro automatically at 1.95583 leva to the euro, rounded to the cent. The company still has to file a copy of its founding act or contract with the converted figures, together with its next filing, which for a shelf company is usually the share transfer.
Looking at a Bulgarian shelf company? Ask us which EOODs and OODs are available now, and tell us what the company should bring with it, such as an earlier date of entry, a VAT registration or a bank account. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.
More on Bulgaria: the Bulgaria overview, company formation in Bulgaria and bank accounts for Bulgarian companies. On the age of a company in general, see aged shelf companies.