Create a company in Bulgaria

How to create a company in Bulgaria ?

Many entrepreneurs come to Bulgaria with the idea of starting a new business or relocating an existing one from their home country or a third country, in order to benefit from favorable corporate taxation (10% corporate tax rate) and a business-friendly environment.

It is important to note that Bulgarian corporate law is non-discriminatory toward foreign-owned businesses. In this respect, a foreign national who registers a company in Bulgaria enjoys the same rights and is subject to the same legal conditions as local companies.

There are several legal structures available depending on how you plan to manage your business, including:

Single-member limited liability company (EOOD) – owned by a single person with limited liability and requiring a minimum share capital of EUR 2;
Limited liability company (OOD) – owned by two or more partners with limited liability, also requiring a minimum share capital of EUR 2;
Sole trader (ET) – suitable for very small businesses, with full personal liability of the owner;
Self-employed / Freelancer – for individuals offering services independently;
Joint-stock company (AD) – intended for larger business structures, with a minimum share capital of EUR 25,000;
Branch office in Bulgaria – foreign legal entities can register a branch in Bulgaria.

1. Choosing the right legal structure

You must select the structure that best suits your business project.

2. Company name

You need to choose a company name that will identify your business on the market and before government authorities. Several factors must be considered when selecting a name. It can be checked and reserved in advance through the online Commercial Register. Please note that all company names must be spelled in Bulgarian Cyrillic.

3. Determining the share capital

The amount of share capital must be set according to the minimum required for the chosen structure and the nature of your business project.

4. Appointing the shareholder(s) and company manager

Under Bulgarian law, there are no restrictions on foreign ownership. A Bulgarian company can be owned up to 100% by foreign nationals.

The shareholder and manager must appear in person in Bulgaria for the company formation process.
Some documents must be notarized locally, and banks usually require to meet the future owner and manager in person before opening a company account.

5. Choosing a registered address

Your company must have an official address where it can receive all official correspondence.
If you don’t have one, there are domiciliation services available. We work with trusted partners and can assist you in choosing the best option for your needs.

6. Appointing a contact person in Bulgaria

Bulgarian companies owned by non-residents must appoint a Bulgarian national as a contact person.

7. Preparing the company formation documents

For example, for an OOD (limited liability company), the following documents are required:

Articles of Association;
Shareholders’ Resolution;
Notarized specimen signature and written consent of the manager;
Declarations.

8. Opening a bank account

Once the documents are prepared and signed, the shareholder and manager must go to the bank to open a company deposit account, into which the share capital will be paid.

Several forms must also be filled out, mainly concerning the company’s activities and its expected international transactions.

9. Registration with the Commercial Register

Under Bulgarian law, every new business must be registered with the official Commercial Register.
This can be done electronically by your lawyer, and the registration is usually processed within three working days.

Aside from the document preparation time, the entire registration process generally takes about one week.

Registering a company in Bulgaria can be fast and hassle-free with our support. We offer full legal assistance throughout all the above steps

If you need expert advice and help with setting up your business in Bulgaria, contact us.
Nadezhda Svinarova-Petrova, English and French-speaking lawyer in Bulgaria, and her team are here to help.