Incorporate in Bulgaria

Why Open a Company in Bulgaria in 2026?

Bulgaria pairs EU market access with the lowest headline costs in the bloc. Corporate income tax is a flat 10%, personal income tax is a flat 10%, and dividend withholding tax is 5%, per Bulgaria’s National Revenue Agency (NRA). Bulgaria adopted the euro on 1 January 2026 and completed Schengen entry in 2025. Hungary’s 9% corporate rate is technically lower.

Full details on rates and reliefs sit in Commenda’s guide to corporate taxes in Bulgaria. The European Commission confirmed Bulgaria and Romania joined the Schengen area fully in 2025.

What Types of Business Entities Can You Register in Bulgaria?

Bulgaria offers six main structures under the Commercial Act. Most foreign founders pick the EOOD, a single-member limited liability company, or the OOD, its multi-member version. Larger ventures use the AD, a joint-stock company. Foreign parents register a branch office. Sole traders use the ET, and partnerships suit shared ventures.

What Is the Difference Between an EOOD and an OOD?

An EOOD is a single-member limited liability company owned by one person, the default for solo founders. An OOD is the multi-member version, owned by two or more partners and run through shareholder meetings and an appointed manager. Both use about EUR 1 (2 BGN) symbolic capital and give limited liability. Small companies are audit-exempt. See Commenda’s complete guide to starting an LLC in Bulgaria.

When Should You Choose an AD (Joint Stock Company)?

Choose an AD, a joint-stock company, when you plan to raise capital by issuing shares or need a formal board. It requires about EUR 25,000 (50,000 BGN) minimum capital and mandatory audit, per the Commercial Act. Most small founders do not need it. An EOOD is simpler and cheaper for a first Bulgarian entity.

What Is the Minimum Share Capital for a Bulgarian Company?

The minimum share capital is 2 BGN, about EUR 1, for an EOOD or OOD, and 50,000 BGN, about EUR 25,000, for an AD, per the Commercial Act. The lev converts to euro at the fixed rate of 1.95583 BGN per EUR, set by Council Regulation (EU) 2025/1409. The nominal minimum is symbolic; banks expect real working capital.

The Bulgarian National Bank publishes the fixed conversion rate used to redenominate amounts from lev to euro.

How Do You Incorporate a Company in Bulgaria? Step-by-Step

Registration takes 3 to 7 business days at the Commercial Register once documents are filed. For foreigners, document preparation is the real timeline. The sequence below runs from choosing an entity to post-registration compliance.

1. Choose your entity type (EOOD, OOD, AD, or branch).
2. Reserve the company name with the Commercial Register, run by the Registry Agency (commonly called the Bulgarian Trade Register in English). Check availability first with Commenda’s company name checker.
3. Select NACE code or codes for your business activity (see the NACE section below).
4. Draft founding documents: articles of association or founding act, plus a shareholder agreement for multi-member companies.
5. Notarize the manager’s specimen signature and consent to act.
6. Deposit capital in a temporary accumulation account and obtain the bank certificate.
7. File with the Commercial Register and pay the state fee.
8. Receive the UIC or EIK, the unique identification code. Bulgaria issues no United States-style certificate of incorporation; the registry entry plus the UIC serves that role.
9. Complete post-registration: VAT registration, permanent operating bank account, employer registration, and accounting.

What Is a NACE Code and Which Activities Are Regulated in Bulgaria?

NACE is the EU’s Nomenclature of Economic Activities, the statistical classification every company uses to declare its business. Each Bulgarian company declares at least one main NACE code at registration, and the code drives statistics and some regulatory screening. Licensed sectors need a permit before trading.

Declare your main activity first; additional codes are allowed. Regulated sectors that need permits before trading include financial services, insurance, pharmaceuticals, gambling, food, and transport, per the relevant Bulgarian licensing regimes. Confirm the exact licence with the responsible regulator before you begin operating.

What Documents Do You Need to Register a Company in Bulgaria?

You need founders’ passports or national IDs, the articles of association or founding act, the manager’s notarized consent and specimen signature, a bank capital certificate, and application forms in Bulgarian. Documents signed abroad follow one sequence: notarize at home, add a Hague apostille, then get a certified Bulgarian translation. The translation follows the apostille, never the reverse.

How Can a Foreigner Open a Company in Bulgaria?

Any foreigner, EU or non-EU, can own 100% of a Bulgarian company with no residency requirement. The process and rights are identical to a local’s. The practical differences are document legalization, bank Know Your Customer (KYC) checks, and language, since all filings are in Bulgarian. Ownership alone does not grant residence.

For a foreigner-focused walkthrough, see Commenda’s guide on how to start a business in Bulgaria as a foreigner. Residence routes exist separately under Bulgarian immigration law and are not automatic with company ownership.

How Does Remote Incorporation With a Power of Attorney Work?

Yes, you can incorporate without visiting Bulgaria by granting a power of attorney (POA) to a local representative, usually a licensed Bulgarian attorney. The POA must authorize signing founding documents, name reservation, and filing with the Commercial Register, plus opening the capital account where the bank accepts it.

Sign the POA one of two ways. Sign it at a Bulgarian consulate abroad, which needs no apostille. Or sign before a local notary, then add an apostille and a certified Bulgarian translation. The document should carry bilingual or Bulgarian text with the required scope wording. Confirm attorney eligibility against Bulgarian bar and notarial rules.

Does a Bulgarian Company Need a Registered Agent or Registered Address?

Bulgaria has no United States-style registered agent. Instead, every company must declare a registered seat and management address in Bulgaria where official mail from the NRA and courts arrives. Non-residents obtain one from a law firm, accounting firm, or virtual office provider. There is no statutory corporate secretary role; the manager is the legal representative who signs and files.

The address need not be a leased commercial office, but it must reliably receive official mail. If you later move it, Commenda covers the process for changing a registered business office in Bulgaria.

How Much Does It Cost to Register an LLC in Bulgaria?

A typical foreigner-owned EOOD costs about EUR 400 to 800 all-in through a provider, based on market pricing across Bulgarian formation firms. Bare-bones packages start around EUR 220. State fees are low: online registration runs roughly EUR 28, per the Registry Agency tariff. Notary, apostille, and translation add the rest.

How Long Does It Take to Incorporate a Company in Bulgaria?

Registration itself takes roughly 3 to 7 business days once documents are filed with the Commercial Register. Some providers quote as fast as 3 days. For foreigners, the real timeline is document preparation, notarization, apostille, and certified translation, which typically takes 1 to 3 weeks before filing.

Plan the paperwork early. The registry step is fast and predictable; the delays come from legalizing documents abroad and, later, opening a bank account.

How Do You Open a Bulgarian Bank Account for Your Company?

You need two accounts: a temporary capital accumulation account before registration and a permanent operating account after. Most Bulgarian banks require the manager to appear in person for the operating account. Expect Know Your Customer (KYC) and anti-money-laundering (AML) checks: passport, UIC extract, articles, ultimate beneficial owner (UBO) declaration, business description, and source of funds.

Remote opening is bank-by-bank and rare. The capital deposit normally requires a licensed bank, so an electronic money institution usually cannot hold it. Turnaround for the operating account commonly runs one to three weeks after documents are in.

When Does a Bulgarian Company Need VAT Registration?

Registration is mandatory once taxable turnover crosses the domestic threshold set by the National Revenue Agency (NRA), and several triggers force registration regardless of turnover. The standard Value Added Tax (VAT) rate is 20%, with a reduced 9% rate for hospitality, per the NRA. Confirm the current threshold, as Bulgaria revised it recently.

What Falls Outside Standard VAT?

Exempt supplies include financial services, insurance, health, and education, per the VAT Act. When a Bulgarian VAT-registered company buys business-to-business (B2B) services from abroad, the reverse-charge mechanism applies: the buyer accounts for the VAT. Exports of goods to non-EU buyers are zero-rated. Commenda covers filing in its VAT returns in Bulgaria guide and cross-border sales via the VAT One Stop Shop in Bulgaria.

Should You Set Up a Subsidiary or a Branch in Bulgaria?

A subsidiary, usually an EOOD owned by the parent company, is a separate legal entity with limited liability and the 10% tax rate. A branch is registered in the Commercial Register but is not a separate legal entity, so the foreign parent bears full liability. Most groups choose a subsidiary.

A subsidiary also unlocks the EU parent-subsidiary directive, which can exempt dividends paid to a qualifying EU parent from withholding tax, subject to holding and ownership conditions. A branch makes sense for specific banking or representative activity where a separate entity is unnecessary.

Is a Bulgarian Company Automatically Tax-Resident in Bulgaria?

Yes, a company incorporated in Bulgaria is Bulgarian tax-resident under the Corporate Income Tax Act. But foreign-managed shells face place-of-effective-management challenges under double tax treaties and home-country controlled foreign company (CFC) rules. Real substance, a local address, manager, bank account, and activity, protects treaty benefits and bank onboarding.

Bulgarian banks report foreign-controlled accounts under the Common Reporting Standard (CRS). United States owners should also weigh Foreign Account Tax Compliance Act (FATCA) reporting. Thin, remotely run structures invite scrutiny; genuine operations do not.

What Are the Annual Compliance Requirements for a Bulgarian Company?

Every Bulgarian company files an annual corporate income tax return and publishes annual financial statements, plus monthly Value Added Tax (VAT) returns if VAT-registered. The corporate tax return is filed between 1 March and 30 June, per the NRA. Small companies below statutory thresholds are exempt from mandatory audit.

Track every deadline with Commenda’s compliance calendar.

When Must You Register as an Employer and Pay Social Security?

Hiring your first employee triggers employer obligations. The employment contract must be registered with the National Revenue Agency (NRA) before the employee starts work. Monthly social security contributions and payroll withholding follow, and late registration carries fines. Managers who draw remuneration also trigger social security contributions.

Do Dormant Bulgarian Companies Still Have to File?

Yes, an inactive Bulgarian company must file a declaration of no activity with the National Statistical Institute (NSI), typically by 30 June, instead of full financial statements. A nil corporate tax return may still be required, per the NRA. Failing to file while dormant still triggers fines. This matters for founders who incorporate before they start trading.

Bulgaria vs Estonia: Which Is Better for Company Formation?

Bulgaria wins on a flat 10% tax on all profits and low running costs. Estonia wins on fully remote e-Residency setup and 0% tax on retained earnings, with tax due only on distribution at 22% in 2025, per the Estonian Tax and Customs Board. Choose Bulgaria to distribute profits, Estonia to reinvest.

How Do You Dissolve a Bulgarian Company?

Voluntary dissolution runs through liquidation. Shareholders pass a resolution, appoint a liquidator, notify the National Revenue Agency (NRA), and open a creditor notice period of at least six months, per the Commercial Act. After final accounts and NRA clearance, the company is deregistered from the Commercial Register. Expect roughly 7 to 9 months in total.

How Commenda Helps You Incorporate in Bulgaria

Commenda’s incorporation service handles a Bulgarian formation end to end: entity selection, document preparation, filing with the Commercial Register, a registered address, and post-registration compliance. Registry processing time still sits with the Registry Agency, not the provider, so Commenda sets an honest timeline and keeps your corporate documents in one place instead of scattered across local providers.

After formation, Commenda’s entity management platform tracks every recurring filing, and the Bulgaria corporate tax guide keeps your rate and relief questions current. Expanding the other way, Commenda also covers registering a company in the USA from Bulgaria.

Book a demo to get a fixed scope and timeline for your Bulgarian entity.