Company Incorporation in Bulgaria: 2026 Formation Guide

Company Incorporation in Bulgaria: Step-by-Step Process 2026

Company incorporation in Bulgaria is one of the most efficient ways to establish a business presence in the European Union.

Why Bulgaria for Your Business?

Thinking about establishing your business presence in Bulgaria? You’re joining thousands of entrepreneurs who’ve discovered one of Europe’s most attractive business destinations. With the EU’s lowest corporate tax rate at just 10%, streamlined registration procedures, full access to the European single market, and a skilled workforce, Bulgaria offers compelling advantages for both international investors and local entrepreneurs.

Company formation in Bulgaria follows a clear, well-defined process — and this guide covers every step: choosing the right business structure, completing company registration in Bulgaria, preparing the required documents, and getting your business fully operational.

Already incorporated? Learn about ongoing compliance, tax obligations, and operational requirements in our companion guide: Doing Business in Bulgaria: A Comprehensive Guide

Part One: Choosing Your Business Structure

Understanding Your Options

The Bulgarian Commercial Act provides several business structures, each with distinct characteristics, liability protections, and operational requirements. Your choice impacts everything from initial capital requirements to ongoing compliance obligations, so understanding the differences is essential.

Sole Proprietorship (ET – Едноличен търговец)

This is the simplest structure for individual entrepreneurs operating under their personal name with possible business additions.

Key Features:

• No minimum capital: You can start with zero capital requirements
• Unlimited personal liability: Your personal assets can be used to satisfy business debts
• Simple management: You are the business-no separate legal entity
• Tax treatment: Business income taxed 15% on the annual tax base
• Quick registration: Fastest and least expensive structure to establish

Who Can Register: Any legally capable Bulgarian or foreign individual with residence in Bulgaria can register as a sole proprietor.

Important Restrictions: You cannot register as a sole proprietor if you:

• Have been declared insolvent or bankrupt
• Were convicted of bankruptcy-related offenses
• Served as manager of a company that went bankrupt within the last two years
• Are currently serving as a manager of another company (with limited exceptions)

Best For:

• Freelancers and independent consultants
• Service providers (designers, developers, writers, coaches)
• Small retail or e-commerce operations
• Anyone testing a business idea without major capital investment
• Businesses where unlimited liability risk is manageable

Considerations: While simple and inexpensive, the unlimited personal liability means your home, car, and personal savings could be at risk if business debts arise. Many entrepreneurs start as sole proprietors then transition to limited liability structures as the business grows and risks increase.

Limited Liability Company (OOD/EOOD – Дружество с ограничена отговорност)

This is Bulgaria’s most popular business structure, accounting for approximately 85% of all registered companies. It balances liability protection with operational simplicity and flexibility.

Key Features:

• Minimum capital: EUR 1
• Limited liability: Shareholders’ personal assets protected from business debts
• Flexible ownership: Can be single-owner (EOOD) or multi-owner (OOD) with no maximum shareholder limit
• Shares not freely tradable: Transfers between shareholders require notarized agreements; transfers to outsiders need general assembly approval
• Simple governance: General assembly of shareholders plus one or more appointed managers
• Professional credibility: More trusted than sole proprietorships for B2B relationships and financing

Who Can Establish: One or more Bulgarian or foreign individuals or legal entities-nationality and residency restrictions don’t apply. Foreign companies and individuals can own 100% of a Bulgarian OOD.

Management Requirements:

• At least one manager (can be shareholder or external party)
• Managers must be natural persons (not companies)
• No residency requirement for managers
• Foreign nationals can serve as managers
• Manager signature specimens must be notarized

Capital Structure:

• Divided into shares with minimum value of EUR 0.1 per share
• Capital can be cash or non-cash contributions (non-cash requires expert valuation)

Best For:

• Most small and medium enterprises
• Family businesses planning multi-generational continuity
• Startups with growth potential
• Businesses seeking limited liability protection
• Companies planning to raise external financing
• Foreign investors establishing Bulgarian subsidiaries

Why OODs Are Preferred: The combination of minimal capital requirements, strong liability protection, operational flexibility, and professional credibility makes OODs the clear choice for serious business ventures. The low capital requirement (just EUR 1) removes financial barriers to incorporation while still providing full legal protection. For most entrepreneurs, the OOD is the default choice when starting company formation in Bulgaria.

Joint-Stock Company (AD – Акционерно дружество)

This structure suits larger businesses, companies planning significant capital raises, or those considering eventual public offerings.

Key Features:

• Minimum capital: EUR 25,000  – significantly higher than OODs
• At least 25% of each share must be paid before registration
• Limited liability for shareholders
• Freely tradable shares (unless statutes specify restrictions)
• More complex governance: Mandatory general assembly, board of directors, and executive management
• Higher compliance costs: More stringent reporting and audit requirements
• Public interest entity status: Often subject to additional regulatory oversight

Who Can Establish: One or more Bulgarian or foreign individuals or legal entities. Foreign ownership is unrestricted.

Governance Structure:

• General Assembly: All shareholders, supreme decision-making body
• Board of Directors: Strategic oversight, typically 3-5 members
• Executive Management: Day-to-day operations (Executive Director or Management Board)
• Clear separation of ownership, oversight, and management

Share Capital:

• Divided into shares with nominal value
• Shares can be registered (named owner) or bearer (anonymous, though increasingly restricted)
• Different share classes possible (voting/non-voting, preferred/common)
• Public trading possible on Bulgarian Stock Exchange

Best For:

• Large enterprises with substantial operations
• Companies planning to raise significant capital through share offerings
• Businesses considering eventual public listing
• Ventures requiring complex ownership structures
• Companies in regulated industries preferring AD structure

Considerations: The higher capital requirement (EUR 25,000 vs. EUR 1), complex governance mandates, and increased compliance costs make ADs less practical for typical SMEs. Most entrepreneurs should start with OOD structure and consider converting to AD only when business growth truly requires the additional capital-raising capabilities.

Branch of Foreign Company

Foreign companies registered under their national law can establish Bulgarian branches to conduct commercial activities without creating a separate legal entity.

Key Features:

• NOT a separate legal entity: The branch operates as an extension of the foreign parent company
• Parent company fully liable: All branch obligations are parent company obligations
• Must maintain independent books: Required to prepare separate financial statements
• Tax treatment: Branch profits taxed at Bulgarian corporate rate (10%)
• Requires local representation: Must appoint representatives in Bulgaria

Registration Requirements:

• Application must be filed by foreign company representatives plus a Bulgarian lawyer
• All documents must be in Bulgarian (or EU language with certified translation)
• Must provide parent company registration documents, articles of association, and proof of good standing
• Parent company authorization for branch establishment required

Best For:

• Foreign companies testing Bulgarian market before full subsidiary commitment
• Businesses conducting project-based work in Bulgaria
• Companies preferring centralized control rather than separate legal entities
• Situations where home country tax treaties favor branch structures

Considerations: Since branches aren’t separate legal entities, all branch liabilities flow directly to the parent company. This eliminates liability protection but simplifies legal structures. Many foreign companies initially establish branches, then convert to subsidiary EOODs as operations expand and local autonomy becomes valuable.

Comparison Table: Which Structure Is Right for You?

Choosing the right structure is the first critical decision in company formation in Bulgaria. The table below compares all options available for company registration in Bulgaria:

Part Two: The Registration Process-Step by Step

Overview: What to Expect

Company formation in Bulgaria is straightforward when you understand the process and have proper documentation prepared. With all documents ready, registration typically completes within 3-5 business days for standard OOD/EOOD structures.

The Company Incorporation in Bulgaria involves five main stages:

1. Company name verification and reservation
2. Document preparation and notarization
3. Bank account opening and capital deposit
4. Commercial Register submission
5. Tax and social security registration

Let’s walk through each step in detail.

Step 1: Company Name Verification and Reservation

Your company name must be unique nationally and comply with Bulgarian naming conventions.

Professional Tip: Check name availability 2-3 days before finalizing documents in case you need alternatives. Prepare 2-3 backup names if your first choice isn’t available. Avoid names too similar to major brands or competitors to prevent future disputes.

Step 2: Document Preparation and Notarization

This is where professional guidance proves most valuable. Required documents vary by structure but generally include:

Core Formation Documents:

1. Articles of Association (Дружествен договор) / Articles of Incorporation

This is your company’s constitutional document specifying:

• Company name, type, and registered office address
• Business activities and objectives (using official NACE codes)
• Founder/shareholder details (names, addresses, identification)
• Capital structure (total capital, number of shares, share values)
• Management structure (how managers are appointed, their powers)
• Shareholder rights and obligations
• Profit distribution procedures
• General assembly voting procedures
• Company dissolution procedures

Language: Must be in Bulgarian. Professional translation required if shareholders want English version for reference.

2. Founding General Assembly Minutes

For multi-owner OODs, documents the founding meeting where shareholders:

• Adopt the Articles of Association
• Appoint initial manager(s)
• Approve share allocation
• Make other foundational decisions

3. Manager Declarations and Specimen Signatures

Each appointed manager must provide:

• Notarized consent to serve as manager
• Notarized signature specimen (two identical signatures witnessed by notary)
• Declaration that they meet legal requirements to serve as manager
• Personal identification (passport for foreign nationals, ID card for Bulgarians)

Critical Requirement: These documents must be notarized. For foreign managers, this means:

• Option 1: Visit Bulgaria and notarize at Bulgarian notary (preferred, simplest)
• Option 2: Notarize in home country and obtain Apostille (Hague Convention authentication) might be needed for some countries.
• Option 3: Notarize at Bulgarian consulate/embassy abroad (no Apostille needed)

4. Proof of Registered Office Address

You must provide a real Bulgarian address as your company’s registered office:

• Own property: Notarized ownership deed
• Rented property: Notarized lease agreement plus owner consent for use as company address
• Virtual office service: Service agreement plus provider’s consent letter

Important: The address must be real and accessible. Mail from Registry Agency, National Revenue Agency, and courts will be sent there. “Mailbox only” addresses are not acceptable -you need a physical space, even if just a desk in a shared office.

5. Shareholder/Founder Documents

For individual shareholders:

• Passport copy (notarized if foreign national)
• Proof of residence (utility bill, bank statement, residence certificate)

For corporate shareholders:

• Certificate of incorporation/registration from home jurisdiction
• Articles of association or equivalent
• Extract from commercial register (not older than 3 months)
• Resolution authorizing Bulgarian company formation
• Power of attorney for representative acting on behalf of corporate shareholder

For foreign corporate documents: For some countries might include Apostille or consular legalization, plus certified Bulgarian translation for all foreign documents.

6. Unified Identification Code (ЕИК) Application

This is part of the standard registration form. Upon successful Company Incorporation in Bulgaria, your entity automatically receives its ЕИК (Единен идентификационен код)-a unique number serving as both company registration number and tax identification number.

Step 3: Bank Account Opening and Capital Deposit

You need a Bulgarian bank account to deposit the minimum capital before registration.

Opening the Account:

For OODs/EOODs:

Visit a Bulgarian commercial bank with:

• Draft articles of association
• Founding meeting minutes
• Manager identification documents
• Beneficial ownership declaration (identifying ultimate owners with 25%+ ownership)

Banks will open a temporary capital account specifically for registration purposes. This isn’t your regular business operating account – it’s solely for the capital deposit.

Bank Certificate:

After deposit, the bank issues a capital contribution certificate (Удостоверение за внесен капитал) confirming the deposit. This certificate is required for Commercial Register submission.

Timeline: Account opening typically takes 2-4 weeks for straightforward cases with foreign ownership, though some banks move faster for Bulgarian-owned companies or with professional introducers.

Recommended Banks:

• UniCredit Bulbank (largest, strong international connections)
• DSK Bank (wide branch network, good local presence)
• Fibank (competitive fees, modern digital banking)
• United Bulgarian Bank / UBB (part of KBC Group, reliable service)

Important Note for Foreign Owners:

Following Anti-Money Laundering Act amendments, banks apply enhanced due diligence for foreign ownership. Be prepared for:

• Additional documentation requests (business plans, reference letters, source of funds declarations)
• Longer processing times (4-8 weeks possible)
• Examination fees (EUR 60-500 varies by bank, amount, and complexity)
• Possible refusals (banks can decline without detailed explanations)

Professional Strategy: Many advisors recommend establishing the company with Bulgarian founders/initial capital from founders, completing registration, then adding foreign shareholders/capital afterward. This presents banks with a completed company registration, reducing refusal risk significantly.

Step 4 Submission: Commercial Register Submission

With all documents prepared, company registration in Bulgaria is nearly complete — submit your application to the Registry Agency.

Processing Timeline:

• Standard applications: 1-2 business days after submission
• Complex cases or document issues: 3-5 business days with requests for corrections/clarifications

What Happens Next:

If everything is correct, the Registry Agency:

1. Enters your company into the Commercial Register
2. Assigns a Unified Identification Code (ЕИК)
3. Issues a Certificate of Current State (Удостоверение за актуално състояние)
4. Publishes company information in the public register (accessible at Commercial register and register of non-profit legal entities)

Step 5: Tax Registrations

When the Registry Agency registers your company, automatic registrations occur with other government agencies:

Automatically Registered With:

1. National Revenue Agency (NRA)-Tax Registration

• Company receives tax identification number (same as ЕИК)
• Registered for corporate income tax purposes
• Can begin issuing invoices immediately (if VAT-registration is not required)

2. National Social Security Institute (NSSI)

• Registered as an employer (even with zero employees initially)
• Manager typically registered for social security contributions if local resident for tax purposes
• Can hire employees without separate registration

No Additional Applications Needed: These registrations happen simultaneously with Commercial Register entry.

3. Obtain a Foreigner’s Official Number for tax purposes and binding to the tax number

If the company is owned by a foreign individual or legal entity non-resident in Bulgaria, the owner/UBO must register with the NRA and obtain a Foreigner’s Official Number for tax purposes

• Registration requires submission of a form with the owner’s name and local address

What You MUST Register Separately:

VAT Registration (If Required):

• Mandatory if expected annual turnover exceeds EUR 51,130
• Voluntary below threshold (recommended for B2B businesses)

Additional Licenses/Permits: Certain activities require specific licenses or permits:

• Food service and restaurant operations
• Alcohol sales
• Pharmaceuticals and medical devices
• Financial services
• Healthcare and medical services
• Private security services
• Construction activities
• Transport and logistics
• Education and training services
• Many others

Check specific requirements for your industry with relevant ministries or agencies.

Step 6: Ultimate Beneficial Owner (UBO) Registration

• UBO (a person that directly or indirectly owns more than 25% of the capital or voting rights in the company) registration is mandatory for all Bulgarian entities.
• Must be filed in the Commercial Register entities within 7 days of company registration.

Registration of Contact Person (for foreign shareholders)

Mandatory when shareholders are foreign individuals or entities and the company does not have a Bulgarian resident manager registered in the Commercial Register.

• Must appoint a Bulgarian resident (lawyer, accountant, or individual) as official contact person
• Contact person is responsible for receiving official correspondence but has no management or representation powers

Part Three: Planning Your Company Incorporation in Bulgaria

Understanding the timeline and potential delays helps you plan your business launch realistically.

Our Incorporation Timeline

Total Standard Timeline: 15-21 business days (approximately 4 weeks)

Timeline Variables and Potential Delays

Several factors can extend or shorten the incorporation timeline:

Factors That May Cause Delays:

• Foreign shareholders from non-EU countries: Banks apply enhanced due diligence (add 2-4 weeks)
• Complex ownership structures: Multiple shareholders, corporate shareholders, trusts (add 3-7 days)
• Document legalization: If notarization/Apostille needed abroad (add 7-14 days depending on location)
• Bank refusals: If first bank refuses account opening, must try alternative bank (add 10-14 days)
• Registry Agency questions: If documents require clarification or corrections (add 2-5 days)
• Specific license requirements: If your activity requires pre-registration licensing (varies significantly)

Understanding Your Ongoing Obligations

Frequently Asked Questions (FAQ) About Company Formation in Bulgaria

How long does it take to open a company in Bulgaria?

The average timeframe of company incorporation in Bulgaria is 1 to 8 weeks. Preparing documents takes 2–5 days, translations up to a week, and Commercial Register approval usually 2–3 business days. Bank account approval may extend the process if shareholders are foreign.

What documents are required for Company incorporation in Bulgaria?

To open a limited liability company (OOD/EOOD), you’ll need:

• Founder’s passport or ID card (for individuals)
• Certificate of good standing and incorporation documents (for corporate founders)
• Articles of Association
• Proof of registered office in Bulgaria
• Bank certificate for deposited share capital (minimum 1 EUR)
• Power of Attorney if using a representative

What is the minimum capital required for a Bulgarian company?

The legal minimum capital for a limited liability company is just 1 EUR. For a joint-stock company (AD), the minimum capital is 25,000 EUR. Branches and representative offices do not require capital.

Can a foreigner open a company in Bulgaria?

Yes. Foreign individuals and legal entities can establish companies in Bulgaria with the same rights as locals. If the manager is not a Bulgarian resident, a local contact person must be appointed for official correspondence.

Do I need VAT registration in Bulgaria?

VAT registration is mandatory once your turnover exceeds 51,130 EUR in the last calendar year. Voluntary VAT registration is possible earlier, especially for companies trading across EU borders.

What is the difference between a branch and a subsidiary in Bulgaria?

• A subsidiary (LLC) is a fully independent Bulgarian legal entity with limited liability.
• A branch is legally part of the parent company, meaning the parent assumes full liability for debts.

Choosing the right partner for company incorporation in Bulgaria ensures a smooth and compliant business setup. Our experienced team has guided hundreds of businesses through formation, compliance, and growth in Bulgaria’s dynamic business environment.

Ready to Incorporate in Bulgaria?

When you are ready to move forward, our team reviews your tax structure and capital requirements before any documents are prepared — helping you avoid the most common mistakes foreign entrepreneurs make at the incorporation stage.

Visit our Company Formation in Bulgaria service page →