Corporate Law · Guide
Company formation in Bulgaria: a step-by-step legal guide for foreign investors
Bulgaria offers one of the most attractive corporate environments in the European Union: a flat 10% corporate income tax, full EU market access, minimal share capital, and a fully digital Commercial Register. This guide explains how international founders and investors register a Bulgarian company end-to-end, from choosing the legal form to post-incorporation compliance.
Why Bulgaria
Bulgaria combines the lowest headline corporate tax rate in the EU with a stable legal framework derived from continental European civil law. Companies registered in Bulgaria can trade freely across the single market, invoice in EUR or BGN, and benefit from an extensive network of double-taxation treaties.
- Corporate income tax
- 10% (flat)
- Dividend tax
- 5%
- Standard VAT
- 20%
- Minimum capital (OOD/EOOD)
- BGN 2
- Typical timeline
- 3–5 business days
- State fee (online)
- BGN 55
Choosing the right legal form
The vast majority of foreign-owned Bulgarian companies are registered as an OOD (Дружество с ограничена отговорност) when there are two or more shareholders, or an EOOD for a sole shareholder. Both limit shareholder liability to the contributed capital. Larger projects, regulated activities, or planned listings typically use an AD (joint-stock company) with a minimum capital of BGN 50,000. Foreign companies may also operate through a branch or representative office, but neither is a separate legal entity.
The registration process, step by step
- 01
Choose the legal form
Most foreign investors register an OOD (limited liability company with two or more shareholders) or an EOOD (single-shareholder LLC). Other vehicles include AD (joint-stock company), branch office, and representative office. Selection is driven by liability, capital, and intended activity.
- 02
Reserve the company name
The proposed name is checked against the Bulgarian Commercial Register for availability and compliance with naming rules. A reservation is optional but useful when several documents need to be prepared in parallel.
- 03
Prepare the constitutional documents
We draft the Articles of Association (or Sole-Owner Resolution for EOOD), management appointment, consent and specimen signature of the manager, declarations under the Commerce Act, and the registration application (form A4).
- 04
Open a capital deposit account and pay in capital
A dedicated capital account is opened with a Bulgarian bank. Minimum statutory capital for OOD/EOOD is BGN 2. The bank issues a capital deposit certificate required for registration.
- 05
Notarise signatures and file with the Commercial Register
The manager's specimen signature and consent are notarised. The full file is submitted electronically to the Registry Agency. The state fee is BGN 110 (or BGN 55 online).
- 06
Obtain UIC, tax and VAT registration
Upon approval the company receives a Unified Identification Code (UIC). We then handle registration with the National Revenue Agency, voluntary or mandatory VAT registration, and registration as a personal data controller where applicable.
- 07
Post-incorporation compliance
Ongoing duties include accounting and annual financial statements, ultimate beneficial owner (UBO) declarations, employment and social security filings, and sector-specific licences where required.
Documents foreign founders should prepare
- Copy of passport for each individual shareholder and director.
- Certificate of good standing and corporate extract for corporate shareholders (apostilled and translated).
- Resolution of the corporate shareholder authorising the Bulgarian investment.
- Notarised power of attorney to Sheyredov Law Firm if the incorporation is handled remotely.
- Proof of registered office address in Bulgaria.
Costs and timelines
Total out-of-pocket cost for a standard OOD/EOOD is typically modest: the state registration fee is BGN 55 (electronic filing), bank charges for the capital account are around BGN 30–80, and notary fees vary based on the number of signatures. Our flat legal fee for a turnkey incorporation, including drafting, filing, and post-registration setup, is provided upfront after a short scoping call.
Post-incorporation: what comes next
Once the company is live, ongoing duties include monthly accounting, annual financial statements filed with the Commercial Register, UBO declarations, and any sector-specific licensing (financial services, transport, food, etc.). We coordinate with vetted Bulgarian accountants so founders receive a single point of contact for legal and compliance matters.
Frequently asked questions
How long does it take to register a company in Bulgaria?
A standard OOD/EOOD is typically incorporated within 3–5 business days from the moment the capital is deposited and the notarised documents are filed with the Commercial Register.
What is the minimum share capital for a Bulgarian limited liability company?
The minimum registered capital for an OOD or EOOD is BGN 2 (approximately EUR 1), making Bulgaria one of the most accessible EU jurisdictions for incorporation.
Do foreign nationals need to be present in Bulgaria to register a company?
No. Incorporation can be handled remotely through a notarised power of attorney. Sheyredov Law Firm acts as authorised representative throughout the process.
What taxes apply to Bulgarian companies?
Corporate income tax is a flat 10%, dividend tax is 5%, and standard VAT is 20% (with reduced rates for specific activities). VAT registration is mandatory above BGN 100,000 annual turnover.
Speak with our corporate team
Sheyredov Law Firm advises international founders, investors, and corporate groups on every stage of establishing a Bulgarian presence. Contact us to receive a fixed-fee proposal and timeline tailored to your project.