Registering a company in Bulgaria from abroad is entirely possible and in most cases does not require a single trip. We hear from foreigners who want to work with Bulgarian clients or hire a team here, and from Bulgarians living in Germany, the UK or the USA who want to have a company in Bulgaria. Their questions are usually the same: can a foreigner be the owner and manager, what do they have to sign, and how long does it all take?
In this article we describe what the procedure looks like when the founder is not in Bulgaria: who can be a partner and manager, which documents are signed abroad, how they are certified and translated, which steps a lawyer with a power of attorney can handle, and where the delays usually are. We have covered the general incorporation requirements (name, capital, scope of activity, documents for the Commercial Register) in detail in our guide to registering an OOD or EOOD in 2026, so here we focus only on the specifics of working remotely.
Who can be a partner and manager in a Bulgarian OOD?
The Bulgarian Commerce Act (ТЗ) sets no citizenship or residence requirement for the partners in an OOD or EOOD. The owner of the capital can be:
- an individual from the EU – on the same terms as a Bulgarian citizen;
- an individual from a non-EU country – also without restriction on taking part in the company as such;
- a foreign legal entity – for example a German GmbH or a British Ltd setting up a subsidiary in Bulgaria;
- a Bulgarian living abroad – no matter how many years they have been out of the country.
The manager can also be a foreigner or live outside Bulgaria. The law requires them to meet the conditions of Art. 141(8) of the Commerce Act – for example, not to have been a member of the management body of a company dissolved for insolvency where creditors were left unsatisfied. This is declared in writing.
From our practice: Holding a stake in a company and being registered as its manager is one thing; actually working in Bulgaria is another. If a manager who is a national of a non-EU country will live and work in Bulgaria for pay, a residence permit and access to the labour market may be needed. This is assessed separately, before registration.
How remote registration works
The scheme is simple: you sign a few documents abroad, and a lawyer in Bulgaria does everything else. The lawyer prepares the registration documents in Bulgarian – bilingual if you wish – and sends them to you for signature. Filing with the Commercial Register is done electronically, with the lawyer's qualified electronic signature.
Power of attorney for the incorporation
With the power of attorney you authorise the lawyer to sign on your behalf the Memorandum of Association (for an EOOD) or the Articles of Association (for an OOD), to open a capital-raising account if the bank allows it, to file the application and to receive the documents. The power of attorney must list these acts specifically. In practice, your signature is required to be notarised.
You have two ways of signing it:
- Before a Bulgarian consular officer. The document is in Bulgarian and is used directly in Bulgaria, without an apostille or translation. The drawback is that consulates often work by appointment only.
- Before a local notary. The notary's signature and seal are then authenticated with an apostille under the 1961 Hague Convention, if the country is a party to it. If it is not, consular legalisation is required. There is an exception for countries with which Bulgaria has a legal assistance treaty exempting documents from authentication. Finally, a certified ("legalised") translation into Bulgarian is made by a translator who has a contract with the Ministry of Foreign Affairs.
We have written in detail about the form, the apostille and the translation in our article on a power of attorney from abroad: apostille and translation.
The manager's specimen signature
The only document the manager must sign in person is the consent to act as manager with a specimen signature (the "specimen") under Art. 141(3) of the Commerce Act. It cannot be signed by an attorney-in-fact. If the manager is abroad, the specimen is signed in the same way as the power of attorney: before a Bulgarian consul or before a local notary, with an apostille and translation.
Together with the specimen, the manager also signs the declarations under Art. 141(8) and Art. 142 of the Commerce Act. It is best to sign all the documents in a single visit to the notary, so as not to pay twice for the apostille and translation.
Documents when a partner is a foreign company
Where a partner is a foreign legal entity, the Commercial Register must see that it exists and who represents it. The following are usually needed:
- a current extract from the commercial register of the country concerned (a certificate of good standing, a Handelsregisterauszug or equivalent), showing the name, registered office and representatives;
- a decision of the management body of the foreign company to set up a company in Bulgaria and to appoint a manager;
- a power of attorney from the company's legal representative for the lawyer in Bulgaria;
- details of the beneficial owners – the individuals who ultimately own or control the company. They are declared for entry in the Commercial Register under the Anti-Money Laundering Measures Act.
All foreign documents must be apostilled or legalised and translated into Bulgarian. Check in advance how old a document may be. The Commercial Register and banks usually want a recent extract, so do not order it too early.
Registered office, address and bank account
The management address must be in Bulgaria. It does not have to be an office, but the company must have the right to use it, because that is where it receives correspondence from the National Revenue Agency (НАП), the courts and counterparties. If you have no property of your own in Bulgaria, a rented office or an address under a contract with a provider of such services is usually used. Agree expressly who will receive and scan your post.
The capital-raising account is the step that most often delays remote registration. Many banks require personal identification of the owner or the beneficial owner, especially when they are a foreigner or a foreign company. Some banks accept a power of attorney, others video identification, and still others require a visit in person. Practice varies between banks and changes over time, so before you choose a bank your lawyer should check its current requirements. Since 2026 the minimum capital has been €1, but even with a small capital the bank applies the same checks.
Fees and costs
- State fee for registration in the Commercial Register: €28.12 when filed electronically or €56.24 at the counter.
- Notary fees and apostille abroad – according to the tariff of the country concerned.
- Certified translation – depending on the volume of documents.
- Bank fee for the capital-raising account – according to the bank's tariff.
- Lawyer's fee – agreed in advance, depending on the number of partners and whether a foreign company is involved.
A realistic timetable: step by step
| Step | What happens | Indicative time |
|---|---|---|
| 1. Consultation and details | Choice of form, name, capital, manager | 1–3 days |
| 2. Preparing the documents | The lawyer drafts the power of attorney, specimen, declarations and Memorandum of Association | 2–5 working days |
| 3. Signing abroad | Visit to a notary or consulate | Depends on available appointments |
| 4. Apostille and translation | Apostille in the country of signing, translation in Bulgaria | 1–3 weeks |
| 5. Capital-raising account | Opening the account and paying in the capital | From a few days to a few weeks |
| 6. Filing with the Commercial Register | Electronic application by the lawyer | Registration usually within 2–3 working days |
With good preparation the whole procedure usually takes three to six weeks. It is fastest when all the documents are signed at once and the bank has been chosen in advance.
What comes after registration
Registration is only the beginning. From day one the company has obligations that must be met even while you are abroad:
- Accountant. You need one from the very start – for the manager's social security, for the paperwork and for the declarations to the National Revenue Agency.
- VAT registration. It is mandatory once turnover reaches the statutory threshold. For some transactions with EU partners – for example when receiving services from foreign suppliers – it may be needed earlier. Assess this with your accountant before the first transaction.
- Annual financial statements. They are published in the Commercial Register by 30 September of the following year; if there was no activity, a declaration is filed by 30 June. Omissions lead to fines, not to automatic deletion of the company. We explain this in detail in our article on company strike-off for unfiled annual accounts.
- Current account. After registration, the capital-raising account is closed and the capital is transferred to the company's current account.
Think about the future, too. It is wise for the Articles of Association to regulate what happens on the death of a partner, because the heirs often live abroad as well. How heirs settle company shares and other assets in Bulgaria without travelling is described in our article on inheriting in Bulgaria from abroad.
Frequently Asked Questions (FAQ)
Do I have to come to Bulgaria to register a company?
In most cases, no. The power of attorney and the specimen are signed abroad, and a lawyer in Bulgaria files the documents electronically. A trip is sometimes needed because of the bank, if the chosen bank requires personal identification and does not accept a power of attorney or video identification.
Can a national of a non-EU country be the manager?
Yes. The Commerce Act sets no citizenship requirement for the manager. If, however, they will live and work in Bulgaria, it must be checked separately whether a residence permit and a work permit are needed.
Do I need an apostille if I sign the power of attorney at the Bulgarian consulate?
No. A power of attorney certified by a Bulgarian consular officer is a Bulgarian document and is used in Bulgaria without an apostille or translation. An apostille is needed when you sign before a foreign notary.
Can the lawyer sign the specimen instead of the manager?
No. The manager's consent and specimen signature are signed by the manager in person before a notary or consul. All the other documents can be signed by an attorney-in-fact.
How much does it cost to register a company from abroad?
The state fee is the same as for anyone else: €28.12 when filed electronically or €56.24 at the counter. On top of that come the notary fees and apostille abroad, the translation, the bank fee and the lawyer's fee. That is why it is best to sign all the documents at once.
Why it matters to work with a lawyer
With remote registration, every mistake is expensive. A power of attorney without the necessary power, a specimen with incomplete details or an extract that is too old means another visit to the notary, another apostille and another translation – and sometimes a refusal by the Commercial Register. A well-drafted set of Articles of Association, meanwhile, protects your business from disputes between partners living in different countries.
As a corporate lawyer in Sofia, we prepare the documents bilingually, check them before you sign and take over the communication with the Commercial Register, the bank and the accountant. The information in this article is general and does not replace advice on your particular case. Contact Mechkova & Dimitrova Law Firm to register your company in Bulgaria without travelling.
