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Company types in Bulgaria: EOOD, OOD, AD and ET

Bulgarian commercial law recognises several business forms, and in practice most newcomers end up choosing between two of them. The choice is not paperwork trivia: it decides whether your personal assets are exposed, how profit reaches you, and how much accounting work you take on.

Companies and taxes · Last reviewed: 2026-08-16

Why the decision is usually EOOD versus OOD

An EOOD is a limited liability company with a single owner; an OOD is the same structure with two or more partners. Liability is in principle limited to the capital contributed, so a partner's home or personal account is not security for company debts. If you start alone and later take on a partner, the company becomes an OOD — you do not incorporate again, the change is simply registered.

Limited liability is not absolute

Personal guarantees signed as managing director, the special rules that make a manager answerable for unpaid tax and social security liabilities, and deliberate mismanagement can all pierce that protection. Banks routinely ask for a personal guarantee on lending.

When AD and ET actually come into play

An AD is a joint-stock company whose capital is divided into shares. It is considered where outside investors are expected, where share transfers should be easy, or where formal management and supervisory bodies are wanted; in exchange, its minimum capital is markedly higher than for limited liability companies and governing bodies are compulsory. An ET (sole trader) creates no separate legal person at all: the business and the individual are one, so you are liable for business debts with everything you own. It suits small, low-risk activity — where risk exists, this difference decides the matter.

A branch or representative office is not a company

  • Branch (клон): an extension of a foreign parent company, entered in the trade register but without its own legal personality — the parent answers for the debts.
  • Trade representative office: intended for promotion, market research and liaison work, and it may not carry out commercial activity for profit.
  • Neither is the right vehicle for regular trading — for that you incorporate a company of your own.
Business forms compared by exposure to liability
FormOwnersLiability
EOODOneLimited to capital
OODTwo or moreLimited to capital
ADShareholdersLimited to share value
ETOne person, no legal entityUnlimited, personal assets

Four questions to settle first

  1. Does the activity carry risk

    If there is any prospect of harming a client, taking on debt or facing damages, a limited liability form is almost always the right answer.

  2. Will there be a partner

    If a partner is likely soon, incorporating directly as an OOD saves a later registration change.

  3. How will profit reach you

    In a limited liability company profit is taxed at company level first and again as withholding tax when distributed as dividend. A sole trader has no such two-tier structure.

  4. Who carries the accounting load

    Every form has annual filing and financial statement duties. In Bulgaria this work is usually handed to a contracted accountant.

This page states no amounts

Minimum capital, state fees and notary costs change, and they were restated with the euro changeover. Check current figures with the Registry Agency and confirm your choice with an accountant or lawyer.

This is not legal or financial advice

This page explains the process in general terms and points to the official sources of the competent authorities. For decisions specific to your own situation, consult a lawyer, an accountant or the relevant institution. Rules and amounts change over time.

Frequently asked questions

Can a foreign national set up a Bulgarian company alone?

The Commerce Act does not require Bulgarian citizenship or residence to own a company. Incorporating and having the right to live in the country are separate matters — owning a company does not by itself grant residence.

Is there a tax difference between EOOD and OOD?

No. Both fall under the same corporate tax regime; the difference is the number of owners and internal governance. The meaningful tax contrast is with the sole trader form.

Can I change form later?

Yes. Admitting a partner turns an EOOD into an OOD, and conversion into a joint-stock company is possible too. Every change is entered in the trade register.

Sources

The information on this page is based on the official sources listed below. Legislation changes — open the links and verify the current position.

  1. Търговски закон — резюме на официалния текст (lex.bg) — https://lex.bg/ · 2026-08-16
  2. Агенция по вписванията (Registry Agency) — https://www.registryagency.bg/ · 2026-08-16
  3. Търговски регистър и регистър на ЮЛНЦ — https://brra.bg/ · 2026-08-16
  4. Your Europe — Business: setting up a company in the EU — https://europa.eu/youreurope/business/ · 2026-08-16

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Company types in Bulgaria: EOOD, OOD, AD and ET | Bulgaristan.bg