Starting a new business is an exciting venture, but the first and most important step is choosing the right legal form and setting it up lawfully. In Bulgaria, the limited liability company (OOD) and its single-member form (EOOD) are the most popular legal forms for doing business. The reason is clear: the partners are liable for the company's obligations only up to the amount of their share in the capital, which protects their personal assets from business risks.
Although the registration process with the Commercial Register may look standard, any error in the incorporation documents can lead to a refusal by the registration officer, loss of state fees and a delay in launching your business. In this detailed guide we take you step by step through the entire process, the documents required, the real costs and the specifics you need to know.
Differences between an OOD and an EOOD: Which form suits you?
The main difference lies in the number of persons who own the company's capital. The registration steps and state fees are identical, but the internal structure differs:
| Criterion | Single-member LLC (EOOD) | Limited liability company (OOD) |
|---|---|---|
| Ownership of capital | Owned by a single person (individual or legal entity) | Owned by two or more persons (partners) |
| Supreme governing body | The sole owner of the capital (takes decisions recorded in minutes) | The General Meeting of the partners (takes decisions by majority) |
| Incorporation document | Memorandum of Association | Articles of Association |
| Management | May be managed by the owner or by a third party (Manager) | Managed by one or more managers (jointly or separately) |
Key parameters to decide in advance
Before preparing the documents, you need clarity on five fundamental questions:
1. Company name (Firm)
Your company's name must be written in Bulgarian (with the option of a transliteration into Latin script) and must be completely unique. Before filing the documents, it is mandatory to check in the Commercial Register whether the chosen name is already taken by another company. You also have the option of reserving the name in advance for a state fee.
2. Registered office and management address
This is the company's official address, at which it will receive official notices, summonses and letters from state institutions (such as the National Revenue Agency (НАП)). The address does not have to be an office or a shop – it can be your own home, but you must have the right to use it.
3. Amount of capital
Bulgarian law allows a minimum capital of BGN 2. In the real business world, however, registering a company with a capital of BGN 2 is not recommended, for two reasons: * Bank charges for opening a capital-raising account and for subsequent transactions far exceed this amount. * Low capital signals a lack of stability to future partners and credit institutions.
The capital is divided into shares, with a minimum value of BGN 1 per share.
4. Scope of activity
This is the list of activities the company will carry out (for example: trade, restaurants, IT services, consultancy). It is important to add at the end of the list the phrase "as well as any other activity not prohibited by law", so as not to limit your business opportunities. Certain specific activities (e.g. construction, insurance, pharmaceuticals) require additional licences or permits after registration.
Step by step: The registration procedure
The process of setting up a company goes through five consecutive phases:
Step 1: Preparing the legal documents
Your commercial lawyer prepares the complete set of documents (Notes, Declarations, Agreements), tailored to the specifics of your business and the relationship between the partners. For future changes in the ownership structure, see also our guide to the transfer of company shares.
Step 2: Notarisation for the manager
The person (or persons) to be registered as Managers must visit a notary in person. Only one document is notarised – the so-called Specimen (Consent to act as manager and specimen signature) under Art. 141(3) of the Commerce Act (ТЗ).
Step 3: Opening a capital-raising account at a bank
All partners (or the manager) go to a commercial bank of their choice to open a capital-raising (escrow) account. The amount of the founding capital is paid into it. The bank issues an official Bank Certificate proving to the Commercial Register that the capital has actually been paid in.
Caution: The capital-raising account serves solely for registering the company. Once the company is registered, this account is closed and the funds are transferred to a current account, which you can operate freely for business purposes.
Step 4: Paying the state fee
A fee is paid to the Registry Agency. It is important to know that if the documents are filed electronically with a Qualified Electronic Signature (КЕП), the state fee is halved.
Step 5: Filing the documents with the Commercial Register
The documents are filed online or at the counter. The registration officer reviews the application. Registration usually takes between 2 and 3 working days. Once approved, the company receives its unique UIC (Unified Identification Code, ЕИК).
Full list of documents required for registration
For the registration to succeed, the file must contain:
- Application Form A4 for registration of circumstances concerning an OOD/EOOD.
- Articles of Association (for an OOD) or Memorandum of Association (for an EOOD).
- Minutes of the founding meeting (for an OOD) or Decision of incorporation (for an EOOD).
- Notarised consent and specimen signature (Specimen) of the manager.
- Declaration under Art. 141(8) of the Commerce Act by the manager (that they meet the statutory requirements for a manager).
- Declaration under Art. 142 of the Commerce Act by the manager (on the non-compete prohibition).
- Declaration under Art. 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ) (certifying the truthfulness of the circumstances declared – signed by the applicant).
- Bank Certificate for the capital paid in.
- Proof of payment of the state fee.
Real cost of registering an OOD / EOOD
The costs are divided into mandatory state fees and associated expenses:
- State fee to the Commercial Register: BGN 110 when filing at the counter or BGN 55 when filing electronically (through a lawyer with a Qualified Electronic Signature).
- Notary fee for the specimen: Around BGN 6 – 10 per manager.
- Bank fee for the capital-raising account: Varies considerably according to the tariff of the chosen bank (usually between BGN 30 and 150 for opening the account and issuing the bank certificate).
Frequently Asked Questions (FAQ)
Does the company need to register for VAT straight away?
It is not mandatory, unless you expect to exceed the statutory threshold for mandatory registration quickly or you work with partners from abroad (e.g. advertising on Facebook/Google, platforms such as Amazon, etc.). It is extremely convenient, however, to apply for VAT registration at the same time as registering the company itself (under Art. 100(4) of the VAT Act (ЗДДС)) – this saves time and additional procedures later.
How is the manager of an OOD insured?
Once the company starts actual operations (issues its first invoice, signs a contract), the manager must within 7 days file a declaration as a self-insured person (СОЛ) or conclude a Management and Control Agreement (ДУК). Social security contributions are calculated on the national minimum insurable income.
Can a foreign national be an owner or manager?
Yes, there are no restrictions whatsoever. Foreign individuals or legal entities can register an EOOD/OOD in Bulgaria on exactly the same terms as Bulgarian citizens. The procedure only requires a legalised translation of the personal documents or of the certificate of good standing of the foreign parent company.
Why is professional help from a lawyer critical?
There are dozens of ready-made company registration templates on the internet. Using them carries serious risks. Standard texts do not address important questions such as: how decisions are taken when two partners have an equal number of votes, how shares are inherited on the death of a partner, or what penalties apply on leaving. Incorrectly completed declarations, for their part, are the most common reason for an outright refusal by the Commercial Register, in which case the state fee paid is lost for good.
Mechkova & Dimitrova Law Firm will help you carry out a balanced, secure and legally compliant incorporation, protecting your business interests with complete discretion. Our team will tailor your Memorandum or Articles of Association so that your business stands on a solid legal foundation from day one.
Contact us for an initial consultation to discuss your business idea, choose the optimal structure and register your new company quickly, easily and entirely remotely.