How to set up a Bulgarian limited company (OOD or EOOD) in 2026

In Bulgaria, the limited liability company (OOD, or EOOD with a single owner) is the legal form that businesses choose most often. Over 80% of the commercial companies registered each year are OODs or EEODs, and the reasons are clear. Owners have limited liability, the capital requirement is minimal, upkeep is cheap, and the whole procedure runs electronically in a few working days.

One thing is new for 2026: share capital is now expressed in euros. The change matters when you found a company, and it also places a one-off duty on every company that already exists.

What an OOD/EOOD is and why founders pick it

An OOD is a capital company, so it is a legal person in its own right, separate from its owners. It signs contracts in its own name, owns property, hires employees and answers for its debts with its own assets.

That separation is the main benefit. If the business fails and debts build up, creditors can claim only against the company's assets. They cannot reach the shareholders' private property, savings or home. A shareholder's exposure stops at the contribution to the share capital: the investment is at risk, but personal wealth is not.

The second benefit is how little it takes to start. The minimum share capital of an OOD is EUR 1, a nominal amount that anyone can afford. The ongoing obligations are modest too: annual financial statements, bookkeeping, and reporting any change within seven days.

Name, seat and activities of the company

Choosing the name

No other company in the country may have the same name, and the name must contain "OOD" or "EOOD". Searching is free and is done directly in the Commercial Register. If the name might be taken while the papers are being drawn up, you can reserve it for a fee.

Three practical tips: see whether the matching domain name is free, look for similar registered trade marks, and have at least three alternative names ready so that you do not lose time if the first is taken.

Registered office and management address

Both the registered office and the address of management have to be in Bulgaria. You need not own the premises; a legal right to use them is enough. Foreign founders usually take a registered-office service from a law firm or an accounting company. That is normal practice, as long as the address is genuine and mail reaches you.

What the company does

Draft the scope of activities in broad terms, so the business can grow without a fresh amendment each time. Companies commonly name their main activities and finish with wording like "as well as any other activity not prohibited by law". Financial services, insurance, transport, security, tour operating, trade in excisable goods and some other activities need a licence or permit.

The capital

Lowest permitted sum

Since Bulgaria adopted the euro, an OOD or EOOD can be registered with share capital as low as EUR 1. A single share must have a nominal value of at least EUR 0.01.

When you declare capital above the legal minimum, 70% of the capital at least has to be paid in at incorporation. The articles of association must state the date for paying in the rest, and it cannot fall later than two years after registration.

Example: if the declared capital is EUR 10,000, you must pay in at least EUR 7,000 when registering. You pay the other EUR 3,000 within the agreed period, which can be two years at most.

Paying in the capital

You open a capital-collection account with a Bulgarian bank in the name of the company that is being formed. The bank issues a certificate that the capital has been paid in, and you attach it to the registration application. Once the company is registered and has its UIC, the account becomes a current account and the company can spend the money freely.

To be clear, the paid-in capital is not frozen. After conversion, the account funds are available to the company for its business.

Contributions in money or in kind

Capital may take the form of money or of property other than money (an in-kind contribution): real property, a receivable, a vehicle, equipment or intellectual property rights, for example.

An in-kind contribution, though, has to be valued by three independent experts whom the Registry Agency appoints. The nominal value of the shares issued for it must not exceed the value in the experts' valuation report. This step adds several weeks to the incorporation and brings extra cost in expert fees. That is why founders almost always pay in cash at incorporation and leave in-kind contributions for later, such as a share capital increase.

Further contributions in cash

The General Meeting of shareholders (OOD) or the sole owner (EOOD) must pass a resolution before additional cash contributions are made. :These are the preconditions::

• losses need to be covered; or
• the company needs cash for a short time.

The resolution has to be recorded in minutes giving the reason for the contributions, each shareholder's amount, the deadline for paying them in and for returning them, and any interest on the sums contributed. For the paperwork, the minutes should name the exact legal ground: covering losses or a temporary need for cash.

The contributions are owed by every shareholder pro rata to their shares; no deviation is possible. Three-quarters of the capital must support the resolution. If you vote against, you may withdraw from the company and take your liquidation share.

Shares in the company

The share capital is split into shares, and these are allocated among the shareholders. One shareholder can hold a single share or several. The split decides how many votes each has at the General Meeting and what share of the profit each receives.

• Between shareholders — a transfer is unrestricted.
• To a third party — requires a General Meeting resolution to admit the new shareholder, passed by more than three-quarters of the capital. Existing shareholders have no pre-emption right by law; to have one, state it expressly in the articles of association.
• Form — the transfer agreement needs a notary to certify the signatures and the content at the same time, and it must be entered in the Commercial Register.

Governance

Shareholders' General Meeting

The General Meeting is the supreme body of an OOD. It elects the manager and the controller and rules on the articles of association, the shareholders, the share capital and other major matters. It has no power to represent the company and does not handle daily management; the manager does.

The law requires minutes with notarised signatures and content for resolutions on the following: amending the articles of association, admitting or expelling shareholders, reducing or increasing the share capital, appointing the manager and disposing of real property (Art. 137, para. 4 of the Commerce Act). The articles of association can allow simple written form instead. This cuts the paperwork considerably, above all when shareholders live abroad.

It is good practice to cover three more points in the articles of association: how a shareholder may withdraw and what follows financially, the grounds and procedure for expulsion, and what happens to the interest of a shareholder who has died.

Manager

A manager represents the company, and there can be one or several. The main rules are these:

• With several managers, each one represents the company alone, unless the articles of association say otherwise.
• The power of representation can be limited only in how it is exercised, for example by requiring several managers to act jointly or allowing them to act separately. A clause that forbids the manager to conclude transactions above EUR 50,000 unless the General Meeting resolves it has no effect against third parties. It binds only the company and the manager. If the manager breaches it, the transaction still binds the company towards third parties, and the manager may be liable internally for any loss that results.
• The manager need not be a Bulgarian citizen or resident.
• A shareholder or an outsider can act as manager.
• The General Meeting appoints and dismisses the manager by resolution.
• Under a management and control agreement the manager is paid, and social security contributions are due on that pay.

When another form suits you better

The OOD is popular, but it does not fit every case. Three situations call for a look at other forms.

AD (joint-stock company)

The AD fits bigger businesses that need a more elaborate governance setup. Its minimum share capital is EUR 25,000. It can run on a one-tier or a two-tier system. With one tier, a Board of Directors has at least three and at most nine members. With two tiers, there are two bodies: a Management Board and a Supervisory Board. The articles of association set the size of the Management Board at between three and nine members, while the Supervisory Board has three to seven.

DPK (variable capital company)

The DPK was created for start-ups and venture-capital funding. Its main characteristics are these:

• there is no minimum capital;
• the capital can change and is not entered in the Commercial Register;
• shares can be split into classes with special rights, such as multiple votes, guaranteed or extra dividends and buy-back rights;
• the company may hold up to 50% of its own shares, which eases employee option programmes;
• if the parties agree, shares can be transferred in plain written form;
• the General Meeting can take place fully online.

Only a company with an average of fewer than 50 employees can be a DPK, and its annual turnover and/or total assets must not go above EUR 2,046,167.52. Once it passes those limits, it has to convert into an OOD or an AD. A DPK is built for businesses that expect several funding rounds, employee options, and investors joining and leaving. An ordinary trading business is better served by the OOD, which is simpler and better known.

A foreign trader's branch

A foreign company that wants to be present in Bulgaria without creating a separate legal entity can open a branch. The branch has no legal personality of its own, so the foreign company answers for its obligations. In most cases a Bulgarian EOOD is the neater and easier route.

Documents for registration

The usual set consists of:

1. Founding minutes (OOD) or a decision of the sole owner (EOOD);
2. Articles of association for an OOD, or memorandum of incorporation for an EOOD;
3. The manager's consent to the appointment and specimen signature, with the signature certified by a notary;
4. The manager's statement that no statutory disqualification applies, made under Art. 141, para. 8 and 9 and Art. 142 of the Commerce Act;
5. Confirmation that the information filed is true, as required by Art. 13, para. 4 of the Commercial Register and Non-Profit Legal Entities Act;
6. Certificate from the bank that the capital has been paid in;
7. Receipt showing the state fee was paid;
8. Form A4 application;
9. Specific power of attorney, where a lawyer files the documents.

How registration works

Step 1: Check the name. Draw up several candidates and see whether they are free in the Commercial Register. Reserve one if that is needed.

Step 2: Settle the key terms. Decide the share capital, who holds the shares, the manager and how the company is represented, the registered office, the scope of activities and any special clauses. These choices will shape the company for years.

Step 3: Lawyer drafts the documents.

Step 4: Shareholders sign.

Step 5: Pay in the capital. You open a capital-collection account and pay the capital into it, and the bank issues a certificate. If the shareholders live abroad, a lawyer acting under a notarised power of attorney can open the account, so nobody has to travel to Bulgaria.

Step 6: Apply to the Commercial Register. A lawyer with a specific power of attorney, or the applicant personally, files Form A4 electronically and signs it with a qualified electronic signature. A paper filing is also accepted at a territorial office of the Registry Agency.

Step 7: Entry in the register. As a rule, the decision comes by the end of the working day after filing. On registration the company receives its UIC and exists as a legal entity. In 2026 the Commercial Register has been busy, and in some cases the procedure has run past 10 days.

Bank account

A bank will normally want these for a capital-collection account: a valid international passport, proof of address, a tax identification number from the country of origin or residence, a description of the business activity, documents on the source of funds, and a power of attorney that is notarised and apostilled. After registration the account is converted into a current account and serves the company's daily business.

Taxes

Taxation is a leading reason why foreign entrepreneurs pick Bulgaria.

Tax on company profit

Taxable profit is taxed at a flat rate of 10%, among the lowest in the European Union. The rate does not rise with profit and does not depend on the type of activity.

Withholding tax on dividends

Profit paid out to individuals, resident or not, bears 5% withholding tax. Taken together, the effective tax burden on distributed profit comes to about 14.5%.

VAT (value added tax)

Registration becomes compulsory when a statutory circumstance arises. In the ordinary case, a taxable person established in Bulgaria registers when taxable turnover passes EUR 51,130, and the application must reach the authority within 7 days of that moment (Art. 96, para. 1 and 6 of the VAT Act). Persons not established in Bulgaria are covered too if their taxable supplies are made in Bulgaria. Their deadline ends before the day the tax on the first supply falls due, except where the tax is owed by the recipient or a special regime is in force (see Art. 95, para. 2 and Art. 96, para. 3 and 4 of the VAT Act). Further grounds make registration compulsory: intra-Community acquisitions above EUR 10,000 in a calendar year (Art. 99 VAT Act), services received and provided under Art. 97a VAT Act, a registered person taking part in an unincorporated entity, and conversions or in-kind contributions under Art. 132 VAT Act. A foreign person with a fixed establishment in Bulgaria registers through a fiscal representative. Branches, and persons from EU member states or from third countries with a mutual assistance agreement, are exempt from this (Art. 133 VAT Act).

Voluntary VAT registration and special schemes

A person outside the conditions of Art. 96, para. 1 VAT Act may still opt to register (Art. 100, para. 1 VAT Act). The same is true where intra-Community acquisitions remain under the EUR 10,000 threshold (Art. 100, para. 2 VAT Act). The Registry Agency accepts this choice at the company's first registration (Art. 100, para. 5 VAT Act). The law adds several optional special schemes. The non-Union scheme is for persons not established in the EU that supply services to non-taxable persons (Art. 154 VAT Act). Under the Union scheme (Art. 156 VAT Act), a person can account for intra-Community distance sales, and for services supplied to non-taxable persons in other member states. The IOSS scheme applies to distance sales of goods imported from third countries in consignments of up to EUR 150 (Art. 157a VAT Act). A small business scheme took effect on 1 January 2026. Under it, persons whose turnover is under the national threshold may charge no VAT, and in certain conditions may also be exempt in other member states (Art. 168d, 168e and 168f VAT Act).

Anti-money laundering duties

New companies often miss two obligations.

Declaring the ultimate beneficial owner

If a legal entity incorporated outside Bulgaria holds the share capital, the company must declare its ultimate beneficial owner and anyone with direct or indirect control. The deadline is seven days from registration in the Commercial Register.

Contact person in Bulgaria

A company whose manager is not permanently resident in Bulgaria needs a contact person with permanent residence there. If the company omits the filing on the beneficial owner or on the contact person, the penalty is a fine or administrative sanction of EUR 2,556.

Winding up and liquidation

A company is wound up in the following cases:

• the term set in the articles of association ends;
• the shareholders decide at the General Meeting, with more than three-quarters of the capital voting in favour;
• it is transformed by merger, absorption or demerger;
• it is declared insolvent;
• the district court so decides. Shareholders holding at least one-fifth of the capital may bring the claim for important reasons. The public prosecutor may bring it if the activity is unlawful or if the company has been without a manager for more than three months.

If the sole owner of an EOOD is an individual, the company is wound up when that owner dies. Two exceptions exist: the memorandum of incorporation says otherwise, or the heirs choose to carry on the business.

Liquidation follows the winding up. Unless decided otherwise, the manager acts as liquidator. The liquidator is entered in the Commercial Register, represents the company, informs known creditors in writing and publishes an invitation to creditors in the Register. Liquidation lasts at least six months.

Summary

Forming an OOD in Bulgaria is, in procedural terms, fast, cheap and open to all. With the documents ready, you can be registered within days. The tax regime is one of the most competitive in the European Union.

The register is not where the danger lies. It lies in documents that nobody reads closely while business is going well. The form of the minutes, how a shareholder may withdraw and how a deadlock is resolved seem pointless on the day of incorporation. Two years later they can decide the outcome.

A template costs far less than a professionally drafted set of founding documents, but the gap is tiny next to what a shareholder dispute costs.

Looking for help?

Our firm drafts the whole document set for OOD and EOOD incorporations, files the application with the Commercial Register and supports the company afterwards. Foreign founders can use this without travelling to Bulgaria. We offer:

• OOD and EOOD registration — the full set of documents and the filing with the Commercial Register
• Changes to existing companies — new manager, new registered office, share transfers
• Converting share capital to euros — updating documents to meet the 31.12.2026 deadline
• Legal help for foreign investors — incorporation at a distance, banking, AML
• Continuing legal retainer — regular assistance for commercial companies