How to Register a Limited Company in Bulgaria: A Step-by-Step Guide
Bulgaria offers a straightforward company registration process with low costs and a flat corporate tax rate of 10%. Here’s what you need to know, from choosing a legal form to completing the registration.
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Bulgaria has become an attractive destination for entrepreneurs thanks to its EU membership, low corporate tax rate of 10%, and relatively simple business registration procedures. If you are thinking of starting a limited company here, this guide walks you through the essential steps, from choosing the right legal form to fulfilling your post-registration obligations.
Choosing the Right Company Type
The most common limited liability company forms in Bulgaria are the OOD (Druzhestvo s Ogranichena Otgovornost) and the EOOD (Ednolichno Druzhestvo s Ogranichena Otgovornost). The EOOD is a single-member LLC, while the OOD can have two or more partners. Both require a minimum share capital of 2 BGN, which is symbolic and does not need to be paid upfront. Larger enterprises or those planning to attract investors may opt for a joint-stock company (AD), which has a minimum capital of 50,000 BGN and stricter governance requirements.
Required Documents and Information
To register a company, you will need to prepare the following:
- A chosen company name that is unique and not misleading. The Commercial Register checks availability.
- A registered office address in Bulgaria, which can be a rented office or a virtual address service.
- Identification documents of the founder(s) and manager(s). For foreign nationals, a valid passport is required; EU citizens may also need a Bulgarian personal number (EGN) or a foreigner’s personal number (LNCh).
- Articles of association (for OOD) or a founding act (for EOOD), which define the company’s purpose, capital, and management rules.
- A declaration of consent from the manager(s) and a specimen signature.
Step-by-Step Registration Process
- Reserve the company name. Submit an application to the Commercial Register to check and reserve your desired name.
- Prepare the founding documents. Draft the articles of association or founding act. You can use standard templates provided by the registry or consult a lawyer for tailored documents.
- Open a capital accumulation account. Although the minimum capital is only 2 BGN, you will need to open a bank account in the company’s name to deposit the capital. Some banks allow this after registration, but it is commonly done beforehand.
- Submit the registration application. File all documents electronically through the Commercial Register portal or in person at the registry office. The application includes details about the manager, address, and scope of activity.
- Receive your company registration. If all documents are in order, the Commercial Register typically issues a decision within a few business days. Your company will be assigned a unique identification code (EIK).
After Registration: Key Obligations
- VAT registration: Companies must register for VAT if their taxable turnover exceeds 166,000 BGN in a 12-month period, or they may register voluntarily from the start.
- Bank account: Open a business bank account to manage transactions and pay taxes.
- Social security registration: If you hire employees or become self-employed as the manager, you must register with the National Revenue Agency (NRA) and the National Social Security Institute (NSSI).
- Accounting: Appoint an accountant or use an accounting firm to keep books and file annual financial statements and tax returns.
Common Pitfalls to Avoid
Many delays occur due to incomplete documentation or name conflicts. Ensure your chosen name is not too similar to existing companies. Additionally, while the registered office can be virtual, some authorities may require proof of actual use for certain permits. Finally, remember that even a dormant company must file annual declarations, so plan your compliance from day one.
