Registering an LLC in Bulgaria: Complete Guide for 2026

The limited liability company (known in Bulgarian as OOD or EOOD) is the most widely used legal form for conducting business in Bulgaria. More than 80% of newly registered commercial companies each year are OODs or EEODs — and for good reason. The form combines limited liability, minimal capital requirements, low maintenance costs and an electronic procedure that can be completed in a matter of working days.

In 2026, however, the procedure has an important new feature: share capital is now denominated in euros. This affects both the incorporation of new companies and creates a one-off obligation for all existing companies.

What is an OOD/EOOD and why is it the preferred form

An OOD is a capital company. This means it is a separate legal entity, distinct from the people behind it. The company enters into contracts in its own name, holds assets, employs staff and is liable for its obligations with its own assets.

The key advantage is precisely this separateness. If the business fails and the company accumulates debts, creditors are satisfied from the company's assets — not from the shareholders' personal property, savings or home. Shareholders are liable only up to their contribution to the share capital: they risk their investment, but not their personal wealth.

The second major advantage is the low barrier to entry. The minimum share capital for an OOD is EUR 1 — a nominal sum that makes the form accessible to anyone. The administrative burden is also moderate: annual financial statements, bookkeeping and notification of changes within seven days.

When an OOD is not the right choice

Despite its popularity, an OOD is not a universal solution. In three situations it is worth considering a different form.

Joint-stock company (AD)

An AD is suitable for larger enterprises with a more complex governance structure. The minimum share capital is EUR 25,000, and the company may be managed through a one-tier or two-tier system. Under the one-tier system, the Board of Directors consists of a minimum of three and a maximum of nine members. Under the two-tier system, two separate bodies are established — a Management Board and a Supervisory Board. The number of Management Board members is set in the articles of association and ranges from three to nine; the Supervisory Board consists of three to seven members.

Variable capital company (DPK)

A DPK is a form introduced specifically for start-ups and venture-capital financing. Its main features:

• no minimum capital requirement;
• capital is variable and is not recorded in the Commercial Register;
• different classes of shares with privileges are permitted — multiple voting rights, guaranteed or additional dividends, buy-back rights;
• the company may acquire up to 50% of its own shares, facilitating employee option programmes;
• share transfers may be made in simple written form if so agreed;
• the General Meeting may be held entirely online.

A DPK may only be a company with fewer than 50 employees on average and annual turnover and/or total assets not exceeding EUR 2,046,167.52. If those thresholds are exceeded, the company must convert to an OOD or AD. If you are planning multiple funding rounds, employee options and investor entries and exits, a DPK is designed precisely for that. For a conventional operating business, however, an OOD remains the simpler and more recognisable form.

Branch of a foreign trader

If a foreign company wants a presence on the Bulgarian market without a separate legal entity, it may register a branch instead. A branch is not a separate legal entity and the foreign company is liable for its obligations. In most cases, incorporating a Bulgarian EOOD is the cleaner and more convenient solution.

Share capital

Minimum amount

Since the adoption of the euro, the minimum registered share capital of an OOD or EOOD is EUR 1. The minimum nominal value of a single share is EUR 0.01.

If you register the company with capital above the statutory minimum, at least 70% of the capital must be paid up at incorporation. The deadline for paying in the remainder is stated expressly in the articles of association and may not exceed two years from the date of registration.

Example: with a declared capital of EUR 10,000, at least EUR 7,000 must be paid in at registration. The remaining EUR 3,000 is paid in within the agreed period, which cannot exceed two years.

How to pay in the capital

A capital-collection account is opened at a Bulgarian bank in the name of the company being incorporated. The bank issues a certificate of paid-in capital, which is attached to the registration application. After registration and receipt of the UIC, the account is converted into a current account and the company may freely use the funds.

An important clarification: the paid-in capital is not frozen. Once the account has been converted, the funds are at the company's disposal for its operations.

Monetary or in-kind contributions

Capital may be contributed in cash or by way of a non-cash (in-kind) contribution — for example, real property, a receivable, a vehicle, equipment or intellectual property rights.

An in-kind contribution, however, requires a valuation by three independent experts appointed by the Registry Agency. The nominal value of the shares issued in connection with the in-kind contribution may not exceed the value of the contribution as determined in the valuation report. The procedure extends the incorporation timeline by several weeks and involves additional costs related to the experts' fees. For this reason, in practice cash contributions are almost always used at incorporation, with in-kind contributions made at a later stage, for example when increasing the share capital.

Additional cash contributions

An additional cash contribution is made on the basis of a resolution of the General Meeting of shareholders (in an OOD) or of the sole owner (in an EOOD). The required preconditions are:

• a need to cover losses; or
• a temporary need for cash.

A resolution must be adopted and recorded in minutes that state: the reason for the additional contributions; the amount for each shareholder; the deadline for making and returning the contributions; and any interest payable on the amounts contributed. From a documentation standpoint, it is important that the minutes expressly state the specific legal ground — covering losses or a temporary need for cash.

Additional contributions are owed by all shareholders in proportion to their shareholding — this rule is mandatory. The resolution is adopted by a majority of three-quarters of the capital. A shareholder who votes against is entitled to withdraw from the company and receive their liquidation share.

Company name, registered office and scope of activities

Company name

The name must be unique on a national scale and must include the designation "OOD" or "EOOD". The search is free and is conducted directly in the Commercial Register. If there is a risk the name will be taken while documents are being prepared, a reservation may be made for a fee.

Three practical tips: check whether the corresponding domain name is available; search for similar registered trade marks; prepare at least three name options to avoid losing time if the first is taken.

Registered office and address of management

The registered office and address of management must be located in Bulgaria. There is no requirement to own the premises — a legal right to use them is sufficient. Foreign founders typically use a registered-office service provided by a law firm or accounting company. This is standard practice, provided the address is real and correspondence reaches you.

Scope of activities

The scope of activities is drafted broadly, so that amendments are not required every time the business expands. It is common practice to list the main activities and conclude with wording such as "as well as any other activity not prohibited by law". Certain activities — financial services, insurance, transport, security, tour operating, trade in excisable goods and others — require a licence or permit.

Company shares

The share capital is divided into shares among the shareholders. Each shareholder may hold one or more shares. The distribution determines both the voting rights at the General Meeting and the entitlement to profits.

• Transfer between shareholders — free.
• Transfer to a third party — requires a General Meeting resolution admitting the new shareholder, adopted by a majority of more than three-quarters of the capital. The remaining shareholders have no statutory right of pre-emption — if you want one, it must be expressly included in the articles of association.
• Form — the share transfer agreement requires notarisation of both signatures and content simultaneously, and must be registered in the Commercial Register.

Management

General Meeting of shareholders

The General Meeting is the supreme governing body of an OOD. It elects the other bodies — the manager and the controller — and has broad authority over matters relating to the articles of association, the shareholders, the share capital and other material issues. The General Meeting does not, however, have power of representation and does not carry out day-to-day management — that function belongs to the manager.

By law, resolutions to amend the articles of association, admit or expel shareholders, reduce or increase the share capital, appoint the manager, and dispose of real property require minutes with notarised signatures and content (Art. 137, para. 4 of the Commerce Act). The articles of association may provide for simple written form, which significantly reduces the administrative burden — particularly where shareholders are based outside Bulgaria.

Best practice is for the shareholders also to address in the articles of association: the procedure for a shareholder to withdraw and the financial consequences; the grounds and procedure for expulsion; and what happens to a deceased shareholder's interest.

Manager

The company is represented by a manager. One or more managers may be appointed. The key rules:

• Where there is more than one manager, each represents the company individually unless the articles of association provide otherwise.
• Restrictions on the power of representation are only permissible as regards the manner of exercising it — for example, joint or several representation by multiple managers. Clauses of the type "the manager may not enter into transactions exceeding EUR 50,000 without a General Meeting resolution" have no effect against third parties. Such restrictions are binding only as between the company and the manager. A transaction concluded in breach of such a restriction is binding on the company vis-à-vis third parties; the manager may incur internal liability for any resulting loss.
• The manager is not required to be a Bulgarian national or resident.
• The manager may be a shareholder or a third party.
• The manager is appointed and removed by resolution of the General Meeting.
• The manager receives remuneration under a management and control agreement and is subject to social security contributions.

Registration documents

The standard package includes:

1. Incorporation minutes (for an OOD) or a resolution of the sole owner (for an EOOD);
2. Articles of association (OOD) or memorandum of incorporation (EOOD);
3. Consent to appointment and specimen signature — with notarisation of the manager's signature;
4. Declaration under Art. 141, para. 8 and 9 and Art. 142 of the Commerce Act — by the manager, confirming the absence of statutory disqualifications;
5. Declaration under Art. 13, para. 4 of the Commercial Register and Non-Profit Legal Entities Act — as to the accuracy of the information submitted;
6. Bank certificate of paid-in capital;
7. Proof of payment of the state fee;
8. Application form A4;
9. Specific power of attorney if documents are submitted by a lawyer.

Registration procedure

Step 1: Name search. Prepare several options and check their availability in the Commercial Register. Make a reservation if necessary.

Step 2: Agree the parameters. Share capital, shareholding structure, manager and manner of representation, registered office, scope of activities, special clauses. This is the moment when decisions are made that will govern the company for years ahead.

Step 3: Preparation of documents by a lawyer.

Step 4: Signing of documents by the shareholders.

Step 5: Payment of share capital. A capital-collection account is opened and the capital is paid in. The bank issues a certificate. Where shareholders are based outside Bulgaria, the account may be opened by a lawyer under a notarised power of attorney, without the shareholders needing to travel to Bulgaria.

Step 6: Filing with the Commercial Register. Application form A4 is submitted electronically with a qualified electronic signature by a lawyer holding a specific power of attorney, or by the applicant directly. Submission on paper at a territorial office of the Registry Agency is also possible.

Step 7: Registration. The decision is issued as a rule by the end of the next working day following submission. After registration the company receives its UIC and comes into existence as a legal entity. In 2026, due to the workload of the Commercial Register, there have been cases where the procedure has taken more than 10 days.

Banking

To open a capital-collection account, banks typically require: a valid international passport; proof of address; a tax identification number in the country of origin or residence; a description of the business activity; source of funds documentation; and a notarised and apostilled power of attorney. After registration the capital-collection account is converted into a current account and may be used for the company's day-to-day operations.

Anti-money laundering obligations

Two obligations are frequently overlooked by newly registered companies.

Declaration of ultimate beneficial owner

Any company whose share capital is held by a legal entity incorporated outside Bulgaria must declare its ultimate beneficial owner, as well as any persons exercising direct and indirect control, within seven days of registration in the Commercial Register.

Contact person

If the manager does not permanently reside in Bulgaria, the company must register a contact person who does. Failure to file the required information on the beneficial owner or the contact person is subject to a fine or administrative penalty of EUR 2,556.

Tax regime

The tax regime is one of the main reasons foreign entrepreneurs choose Bulgaria.

Corporate income tax

A flat rate of 10% on taxable profit — one of the lowest in the European Union, with no progression and no distinction by type of activity.

Dividend withholding tax

5% when distributing profit to resident and non-resident individuals. The effective overall tax burden on distributed profit is approximately 14.5%.

Value Added Tax (VAT)

The registration obligation arises upon the occurrence of circumstances specified by law. Under the general rule, any taxable person established in Bulgaria must register once its taxable turnover exceeds EUR 51,130, with the application submitted within 7 days of that threshold being reached (Art. 96, para. 1 and 6 of the VAT Act). The obligation also applies to persons not established in Bulgaria who make taxable supplies with a place of supply in Bulgaria — in their case the deadline falls before the date on which the tax on the first supply becomes due, unless the tax is due by the recipient or a special scheme applies (Art. 95, para. 2; Art. 96, para. 3 and 4 of the VAT Act). Separate grounds for mandatory registration include intra-Community acquisitions exceeding EUR 10,000 in a calendar year (Art. 99 VAT Act), the receipt and provision of services under Art. 97a VAT Act, conversions and in-kind contributions under Art. 132 VAT Act, and participation by a registered person in an unincorporated entity. Foreign persons with a fixed establishment in Bulgaria must register through a fiscal representative, except for branches and persons from EU member states or third countries with a mutual assistance agreement (Art. 133 VAT Act).

Voluntary registration and special schemes

A person who does not meet the conditions of Art. 96, para. 1 VAT Act may register voluntarily (Art. 100, para. 1 VAT Act). The same applies to persons with intra-Community acquisitions below the EUR 10,000 threshold (Art. 100, para. 2 VAT Act). The right to voluntary registration may also be exercised before the Registry Agency at the time of the company's initial registration (Art. 100, para. 5 VAT Act). The law also provides for several optional special schemes: the non-Union scheme for persons not established in the EU who supply services to non-taxable persons (Art. 154 VAT Act); the Union scheme for intra-Community distance sales and services to non-taxable persons in other member states (Art. 156 VAT Act); the IOSS scheme for distance sales of goods imported from third countries in consignments not exceeding EUR 150 (Art. 157a VAT Act). From 1 January 2026 the small business scheme has also come into force, allowing persons with turnover below the national threshold not to charge VAT, including with the possibility of exemption in other member states under certain conditions (Art. 168d, 168e and 168f VAT Act).

Dissolution and liquidation

A company is dissolved upon:

• expiry of the period specified in the articles of association;
• a resolution of the General Meeting adopted by a majority of more than three-quarters of the capital;
• transformation — merger, absorption or demerger;
• declaration of insolvency;
• a judgment of the district court on a claim by shareholders holding at least one-fifth of the capital where there are important reasons, or on a claim by the public prosecutor where the activity is unlawful or the company has not appointed a manager for more than three months.

An EOOD whose sole owner is an individual is dissolved upon the owner's death, unless the memorandum of incorporation provides otherwise or the heirs wish to continue the business.

Following dissolution, liquidation takes place. The liquidator is the manager unless otherwise determined. The liquidator is registered in the Commercial Register, represents the company, notifies known creditors in writing and publishes an invitation in the Register. Liquidation is a procedure with a minimum duration of six months.

Conclusion

Technically, registering an OOD in Bulgaria is a fast, affordable and accessible procedure. With documents in order, registration is a matter of days, and the tax regime is among the most competitive in the European Union.

The risk does not lie in the register. It lies in the documents that no one reads carefully while everything is going well. The form of minutes, the procedure for a shareholder to withdraw, the mechanism for resolving a deadlock — these are clauses that seem unnecessary on the day of incorporation and become decisive two years later.

The difference in cost between a template and a professionally drafted incorporation package is incomparably smaller than the cost of a shareholder dispute.

Do you need assistance?

Our firm prepares the full documentation package for OOD and EOOD incorporations, submits the application to the Commercial Register and provides ongoing support — including for foreign founders, with no need to travel to Bulgaria. Our services include:

• OOD and EOOD registration — complete document package and filing with the Commercial Register
• Company amendments — change of manager, registered office, share transfers
• Euro redenomination of share capital — bringing documents into compliance by 31.12.2026
• Legal services for foreign investors — remote incorporation, banking, AML
• Ongoing legal retainer — regular support for commercial companies

Related articles

• Commerce Act changes and the introduction of the euro in Bulgaria