Company Registration and Share Transfer Costs Calculator for Bulgaria
Short answer
How much does it cost to register an OOD or EOOD in Bulgaria?
The mandatory costs are the Commercial Register state fee – €28.12 when filed electronically with a qualified e-signature or €56.24 at the counter – the notarisation of the manager's specimen signature (roughly €3–5) and the capital, which since 1 January 2026 can be as little as €1 (Art. 117(1) of the Commerce Act). On top of that comes the bank fee for the capital account, usually €15–75 depending on the bank.
| Commercial Register state fee | — |
|---|---|
| Notarised specimen signature (estimate) | — |
| Capital paid into the capital account | — |
| Bank fee for the capital account (estimate) | — |
| Notarisation of the contract (estimate) | — |
| 20% VAT on the notary fee | — |
| State fee for registering the transfer | — |
| 10% tax on the seller's profit | — |
| Total | — |
The capital is not a cost – after registration it is moved to the company's current account and stays at its disposal.
The tax is owed by an individual seller only if the shares are sold above their acquisition price. The parties agree who pays the other costs.
The calculator gives an indicative amount under the Tariff of State Fees Collected by the Registry Agency and the Tariff of Notary Fees. Notary and bank costs are approximate. It does not include legal fees, accounting services, apostille, translation or fees abroad. The result is not legal or tax advice.
What does registering an OOD or EOOD involve?
The steps and fees are the same for an OOD (limited liability company with two or more partners) and an EOOD (single-member). The founding documents are signed, the manager has their specimen signature notarised, the capital is paid into a capital-raising account, the state fee is paid and a Form A4 application is filed with the Commercial Register. Registration usually takes 2–3 working days.
- The state fee is €28.12 for electronic filing with a qualified electronic signature and €56.24 at the counter.
- Notarising the specimen signature (consent and signature sample under Art. 141(3) of the Commerce Act) costs roughly €3–5 per manager.
- The minimum capital is €1 since 1 January 2026, and one share cannot be less than 1 euro cent. Low capital is allowed, but bank fees often exceed it.
- The bank fee for opening the capital account and issuing the bank certificate depends on the bank – usually between €15 and €75.
What are the costs of a share transfer?
Shares are transferred by a written contract with simultaneous notarisation of the signatures and the content (Art. 129(2) of the Commerce Act). The notary fee depends on the price of the shares; the calculator estimates it as half of the proportional fee under the tariff, but not less than €15.34, plus 20% VAT. The fee for registering the transfer in the Commercial Register is €20.46 electronically and €40.92 at the counter.
When shares are sold to an outsider, a decision of the general meeting by a majority of more than 3/4 of the capital is required. The transfer is not allowed if the company owes due and unpaid wages, compensation or social security contributions to employees. An individual seller owes 10% tax on the difference between the sale price and the acquisition price.
Frequently asked questions
What is the state fee for registering a company in Bulgaria?
€56.24 when filed at the counter and €28.12 when filed electronically with a qualified electronic signature – for example by a lawyer. The fee is the same for an OOD and an EOOD.
Can I register an OOD with €1 capital?
Yes. Since 1 January 2026 the minimum capital is €1 (Art. 117(1) of the Commerce Act). In practice, however, the bank fees for the capital account are usually higher than such capital, and very low capital can look unstable to partners and banks.
Who pays the costs of a share transfer?
The law does not fix this – the parties agree who covers the notary fee and the Commercial Register fee. The tax on the profit, however, is the seller's obligation when the seller is an individual.
Is a general meeting decision needed to sell shares?
When the buyer is an outsider – yes, by a majority of more than 3/4 of the capital, with the general meeting admitting the new partner. Between existing partners the transfer is as a rule free, unless the articles of association provide otherwise.
How long does registration take?
A new company is usually registered within 2–3 working days of filing. A share transfer takes up to 3–4 working days. The transfer has no effect against third parties until it is registered.
If you live abroad or are not a Bulgarian citizen
Many of our clients set up or sell a company in Bulgaria while living abroad. The state fees are the same, but the documents are prepared differently.
Can I register a company in Bulgaria without travelling there?
In most cases, yes. You sign a power of attorney for a lawyer in Bulgaria and your specimen signature as manager at a Bulgarian consulate or before a local notary. Documents signed before a local notary need an apostille (or legalisation) and a translation into Bulgarian; documents signed at the consulate do not. You may have to travel because of the bank, if it requires in-person identification to open the capital account.
Can a foreigner own or manage a Bulgarian OOD?
Yes. The Commerce Act sets no citizenship or residence requirement for partners or managers. If a manager from a non-EU country will live and work in Bulgaria, it must be checked separately whether a residence and work permit are needed.
Can I buy a house with land through a Bulgarian company?
Citizens of non-EU countries – including the UK after Brexit – as a rule cannot acquire land directly, so a house with a plot is often bought through a Bulgarian EOOD or OOD. The company, not you personally, then owns the property, and it has its own obligations – accounting, annual accounts and tax returns. Discuss with a lawyer and an accountant whether to buy personally or through a company before the preliminary contract.
How are shares transferred if the seller or buyer is abroad?
The party abroad can authorise someone in Bulgaria with a specific power of attorney for the particular transaction, with notarised signature and content. A general power of attorney is not enough. It can be signed at a Bulgarian consulate or before a local notary – with an apostille and translation.
Where is the profit taxed if the seller lives abroad?
That depends on the double tax treaty between Bulgaria and the country where the seller is tax resident. The treaty may determine in which country and how the profit is taxed, so the 10% in the calculator is only a guide. UK and US sellers should check the specific treaty with a tax adviser.
Does the company have obligations if it has no activity?
Yes. Every year the company must publish annual financial statements by 30 September, or file a declaration of no activity by 30 June. Missed filings lead to fines for the manager and penalties for the company, not to automatic deregistration – so the company needs an accountant even when the owner is abroad.
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