Setting up a company in Bulgaria: the full chain

Companies and taxes · Last reviewed: 2026-08-23

Choose the legal form before the paperwork

Most newcomers start with "I will register an EOOD". The useful order is the reverse: decide what the business does, how many people own it and how much personal exposure you can accept, then let the legal form follow. A sole-owner limited liability company (ЕООД), a multi-member one (ООД), a joint-stock company (АД) and a sole trader (ЕТ) do the same commercial work under very different liability and reporting burdens. A sole trader answers with personal assets; in a limited liability company the exposure is, as a rule, confined to the company's own assets. Converting later is possible but costs more than choosing correctly at the start.

Once the form is fixed, the constitutive document is drafted: a founding act for a single owner, a partnership agreement for several. That text is the company's internal constitution — scope of activity, seat, capital and shares, the manager's powers, profit distribution and exit rules. Templates exist, but the gap between the template and your actual arrangement surfaces at the first disagreement, not before.

The links of the chain

1. 1

   Check the company name

   The trade name must be unique in the register. Searching the public register first prevents a refusal on grounds of similarity; reservation is optional but useful.
2. 2

   Draft the constitutive act and declarations

   Founding act, the decision appointing the manager, a specimen signature and the declarations the law requires. Several of these need notarial certification.
3. 3

   Open the capital account

   A dedicated account is opened at a Bulgarian bank in the name of the company in formation, the cash contribution is paid in, and the bank issues evidence of the deposit.
4. 4

   File the registration application

   The application and annexes go to the Registry Agency, either online with a qualified electronic signature or over the counter. Electronic filing carries a lower state fee.
5. 5

   Complete the post-registration duties

   On entry the company receives its unified identification code and enters the tax register. Then come accounting arrangements, VAT registration where required, and employment and insurance filings if you hire.

The verified figures: capital, deadline, tax

Under Article 117 of the Commercial Act the capital of a limited liability company may not be lower than 1 euro, and an individual share may not be lower than 1 eurocent. Those figures are expressed in euro because Bulgaria adopted the currency on 1 January 2026; the Registry Agency automatically redenominated the capital already recorded. On timing, Article 19(2) of the Commercial Register Act sets the measure: applications for initial registration are examined by the end of the working day following their filing, and where the registrar issues instructions to cure a defect, the applicant has 3 working days to comply. Corporate income tax is levied at 10 per cent under Article 20 of the Corporate Income Tax Act, and dividends and liquidation proceeds carry a 5 per cent withholding under Article 194 of the same act.

The duties founders forget

• •Accounting: annual financial statements are prepared even for a dormant company and, in the cases the law lists, published in the register.
• •The annual corporate tax return filed with the revenue agency.
• •VAT: registration is mandatory once turnover crosses the threshold and voluntary below it.
• •The manager's social-security position, which differs depending on whether they act as an owner or under a management contract.
• •Declaration of the ultimate beneficial owner where the law requires it.
• •Every change of address, scope or representation needs its own registration filing.

Frequently asked questions

Related topics