What is an OOD? A Bulgarian company with two or more owners
An ООД (дружество с ограничена отговорност) is a Bulgarian limited liability company with at least two founders; with a single founder the same structure is called an ЕООД. Owners are not directly liable for company debts, and their risk is, as a rule, limited to the share they contribute.
Companies and taxes · Last reviewed: 2026-10-07
This is not legal or financial advice
How many founders, and who
According to the Ministry of Economy's SME handbook, forming an ООД takes at least two founders, who may be individuals or legal entities. They do not have to contribute equal amounts. The company name must carry the designation «ООД» (or the full wording «дружество с ограничена отговорност»). A single founder forms an ЕООД instead; that case has its own article, so this one focuses on the multi-owner form.
| ЕООД | ООД | |
|---|---|---|
| Founders | One | At least two |
| Capital owner | A single person | The partners, in proportion to their shares |
| Owners' liability | Limited to their share | Limited to their share |
| Designation in the name | ЕООД | ООД |
What the articles of association contain
The company is founded by a resolution of a constituent meeting and a signed agreement, with minutes of the meeting. According to the handbook, the agreement states at least the following:
- The company name, registered office and address of management.
- The object of activity and the term of the agreement.
- The partners' names (or company names) and their unified identification codes (ЕИК).
- The capital and, if it is not fully paid in at formation, the payment deadlines and conditions. The handbook says full payment may not be set later than two years after registration.
- Each partner's share of the capital.
- Management and representation: the manager may be one of the partners or an outsider, and the manager of an ООД can only be an individual.
- Other rights and obligations of the partners.
Capital and the blocked bank account
Under article 117 of the Commerce Act the minimum capital of a limited liability company is 1 euro (from 1 January 2026), and the Ministry of Economy handbook gives the same floor. A symbolic amount may not look serious to banks or landlords (our assumption). Some Registry Agency pages still show an amount in the former national currency, which is out of date; read the current figure in euro. Before registration the capital is paid into a special account at any commercial bank in Bulgaria. The account fee follows the bank's own tariff and is not stated here.
Variable capital company (ДПК)
Profit and tax
Company profit is taxed at 10% corporate tax in Bulgaria (National Revenue Agency page on corporate tax; Corporate Income Tax Act, article 20). Distributing profit to the owners can trigger a further tax whose rate depends on who the owner is, so read the dividend-tax article and ask your accountant. There is no difference in the corporate tax rate between an ЕООД and an ООД; the difference lies in the number of owners and the internal arrangements.
This page is not legal or tax advice
Frequently asked questions
Can I set up an ООД on my own?
No. The Ministry of Economy handbook requires at least two founders for an ООД. With one founder the company is an ЕООД, and it becomes an ООД, by registration, if a second partner joins later.
Do partners have to contribute equal capital?
No. The handbook says there is no requirement for equal contributions; the proportions are written into the articles.
As a partner, am I personally liable for company debts?
As a rule, no; liability is limited to your share. The protection does not work if you gave a personal guarantee or if liability arose by law from acting as manager.
Sources
The information on this page is based on the official sources listed below. Legislation changes — open the links and verify the current position.
- Министерство на икономиката — Business handbook for SME: избор на правна форма, документи и процедура (англ.) — https://www.mi.government.bg/en/business-handbook-for-sme/choice-of-legal-form-registration-documents-and-procedure/ · 2026-10-07
- Агенция по вписванията — Как да регистрирам фирма (Търговски регистър) — https://www.registryagency.bg/bg/registri/targovski-registar/kak-da-registriram-firma/ · 2026-10-07
- Национална агенция за приходите — Корпоративен данък — https://nra.bg/wps/portal/nra/taxes/korporativen-danak · 2026-10-07
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