Can You Register a Company in the United States from Bulgaria?
Yes. Bulgarian entrepreneurs may legally register a company in the USA from Bulgaria without U.S. citizenship or residency. U.S. federal law does not restrict foreign nationals from forming business entities.
Foreign founders may establish a Limited Liability Company (LLC) or a C Corporation under state corporate statutes. The Internal Revenue Service recognizes these entities for federal tax purposes.
Entrepreneurs who register a company in the USA from Bulgaria must also obtain a federal Employer Identification Number for tax reporting. The IRS issues EINs at no cost.
This guide explains how to register a company in the United States from Bulgaria, including legal entity options and compliance fundamentals.
Why Start a Business in the United States from Bulgaria?
Entrepreneurs expand their business from Bulgaria to the United States due to stable legal institutions and access to the world’s largest consumer market. The United States protects private enterprise under federal and state law.
- Stable Legal & Market Access: The United States offers stable legal institutions, federal and state protection of private enterprise, and access to the world’s largest consumer market.
- Business-Friendly Legal Framework: U.S. states provide statutory limited liability for LLCs and corporations, with corporate governance rules clearly codified in state statutes.
- Intellectual Property Protection: The United States Patent and Trademark Office administers nationwide-enforceable federal patent and trademark registrations.
- Regulated Capital Markets: The U.S. Securities and Exchange Commission oversees securities markets and public company disclosures, supporting investor confidence.
- Federally Insured Banking: The Federal Deposit Insurance Corporation insures deposits at participating institutions up to statutory limits.
- Federal Investment Support: The U.S. Department of Commerce promotes foreign investment through the SelectUSA program.
Types of Business Structures in the United States for Bulgarian Entrepreneurs
U.S. law permits foreign nationals to form most state-recognized entities. Formation requirements are governed by state corporate statutes.
Available Structures
- Limited Liability Company (LLC): An LLC provides limited liability protection to its members under state law. The Internal Revenue Service classifies LLCs for federal tax purposes.
- C Corporation: A C Corporation is a separate legal entity owned by shareholders. There is no citizenship or residency requirement for shareholders.
Structures Not Permitted for Nonresident Aliens
- S Corporation: Nonresident aliens cannot be shareholders of an S Corporation under federal tax law.
Comparison of Entity Types
| Entity Type | Liability | Compliance Requirements | Suitability for Bulgarian Entrepreneurs |
| LLC | Limited liability for members under state law | State annual reports and federal tax filings | Suitable for flexible management and pass-through taxation |
| C Corporation | Limited liability for shareholders | Formal governance, annual reports, corporate tax filings | Suitable for investment and equity fundraising |
| S Corporation | Limited liability | IRS eligibility restrictions | Not permitted for nonresident alien shareholders |
Step-by-Step Process to Register a Company in the United States from Bulgaria
Bulgarian entrepreneurs who register a company in the USA from Bulgaria must comply with state incorporation laws and federal tax registration rules. Formation occurs at the state level.
- Choose a Business Structure: Select an LLC or C Corporation under the chosen state’s law, determining liability and federal tax classification.
- Select the State of Formation: Incorporate in a specific state (e.g., Delaware, Wyoming, Florida), where the Secretary of State administers filings and state statutes govern fees, annual reports, and franchise taxes.
- Confirm & Reserve Company Name: Ensure the name is distinguishable from existing entities using the state’s online business database.
- Appoint a Registered Agent: Maintain a registered agent with a physical in-state street address (P.O. boxes not permitted).
- Prepare Formation Documents: File Articles of Organization (LLC) or Articles of Incorporation (corporation), typically listing the entity name and registered agent details.
- File Incorporation Documents: Submit documents to the state filing authority, pay the fee, and receive a Certificate of Formation/Incorporation upon approval.
- Obtain an EIN: Secure an Employer Identification Number from the Internal Revenue Service (free of charge); foreign applicants without an SSN apply via Form SS-4.
- Apply for Required Licenses: Obtain federal licenses (e.g., alcohol, firearms, transportation) where applicable, plus relevant state and local permits based on activity and presence.
- Open a U.S. Bank Account: Provide formation documents and EIN; banks must follow federal customer identification rules and may require in-person verification.
Requirements for Bulgarian Entrepreneurs
Bulgarian founders who incorporate in the United States must satisfy documentation and compliance standards under U.S. law.
- Valid Passport and Identity Documentation: Financial institutions and certain filings require government-issued identification for verification.
- Registered Agent in the United States: Every LLC or corporation must maintain a registered agent with a physical in-state address.
- Formation Documents (Operating Agreement or Corporate Bylaws)
While not always filed with the state, internal governance documents define management structure and ownership. - Employer Identification Number (EIN): Required for federal tax reporting and banking purposes. Issued by the IRS.
- Industry-Specific Licenses: Federal or state permits may be required depending on regulated activities.
- Compliance Status in Bulgaria (If Expanding an Existing Company): U.S. incorporation does not replace regulatory obligations in Bulgaria. Businesses must comply with applicable Bulgarian corporate and tax laws.
Cost of Incorporating a Company in the United States from Bulgaria
The cost of incorporating a company in the United States from Bulgaria depends primarily on (1) the U.S. state of formation, (2) the legal structure chosen (LLC or Corporation), and (3) whether professional assistance is used.
Below is a breakdown using verified government sources.
1. Initial Setup Costs
These are mandatory or commonly incurred one-time costs when forming a U.S. company from Bulgaria.
- State Filing Fees (Articles of Organization/Incorporation): Each state charges a filing fee to register a business entity. Fees vary significantly by state.
Examples:
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- Delaware LLC filing fee: $89-$239 for LLC; $89 minimum for C-Corporation
- Wyoming LLC filing fee: $100-$102 for LLC; $100 minimum for C-Corporation
- Florida LLC filing fee: $138.75
- Registered Agent Fees: All U.S. states require every LLC or Corporation to maintain a registered agent with a physical address in the state of formation. Requirement confirmed by the U.S. Small Business Administration:
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- The SBA confirms that a registered agent must be designated to receive legal documents.
- There is no government-set price for agent services. Private providers typically charge annual fees. The cost varies by provider.
- Name Reservation (Optional): Most states allow the optional reservation of a company name prior to filing.
Example:
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- Delaware name reservation fee: $75. This fee is optional and only applies if reserving the name before formation.
2. Annual Fees and Compliance Costs
After incorporation, companies must maintain ongoing compliance at the state and federal levels.
- Annual Reports:
- Delaware LLC annual franchise tax: $300 per year, due on or before June 1st of each year.
- Florida LLC annual report fee: $138.75, if filed between January 1st and May 1st.
- Federal Tax Filing Requirements: All U.S. business entities must file federal tax returns annually, even if no income was generated. Tax filing obligations depend on entity classification (LLC, C Corporation, etc.).
- Corporate Income Tax (C Corporations): The federal corporate income tax rate is 21%. State corporate income tax may also apply, depending on where the business has nexus.
3. Operational Costs in the United States
Operational costs arise only if the company conducts business, hires employees, or establishes a physical presence.
- Payroll and Employment Taxes: Employers must withhold 6.2% Social Security tax and 1.45% Medicare tax from employee wages and match these amounts. Employers also pay Federal Unemployment Tax (FUTA) at 6.0% on the first $7,000 of wages, generally reduced to 0.6% with state credits
- Business Licenses and Permits: Certain activities require federal licenses. State and local permits may also apply, depending on business activity.
Opening a Business Bank Account in the United States from Bulgaria
Banking compliance in the U.S. is primarily governed by federal anti-money laundering laws and enforced through financial institutions. Below is the breakdown as per the required outline.
1. Local and International Banking Options
- Traditional U.S. Banks: Large and regional U.S. banks allow business account opening for LLCs and Corporations formed in the United States. However, account approval is subject to federal Customer Identification Program (CIP) rules under the USA PATRIOT Act.
- Banks with International Presence: Some international banks operating in both Europe and the U.S. may facilitate account opening if an existing relationship exists. Approval remains subject to U.S. compliance and beneficial ownership disclosure requirements.
- Fintech and Digital Alternatives: Digital providers offer U.S. account details without requiring a full traditional bank relationship. Examples include:
- Wise – Provides U.S. routing and account numbers through partner banks.
- Payoneer – Offers U.S. receiving accounts for international businesses.
These platforms are not always full-service U.S. banks and operate under their own regulatory frameworks.
2. KYC Requirements
All U.S. financial institutions must comply with federal identity verification and anti-money laundering rules.
- Banks must implement a Customer Identification Program (CIP).
- Banks must collect beneficial ownership information under federal due diligence rules.
Typically required documents include:
- Articles of Organization or Incorporation
- EIN confirmation from the Internal Revenue Service
- Operating Agreement or Bylaws
- Passport of owners
- U.S. business address
- Description of business activities
- Source of funds information
3. Challenges
- Many banks require at least one company representative to visit a U.S. branch for identity verification due to federal compliance standards.
- Some banks require a physical U.S. operating address, not just a registered agent address.
- Foreign-owned entities may undergo enhanced due diligence review under AML regulations.
- Account approval timelines may be longer due to the international ownership structure review.
These challenges arise from obligations under the Bank Secrecy Act.
4. Alternatives (Digital Banks & Fintech Solutions)
- Wise allows remote onboarding in many cases and provides U.S. banking details for receiving payments.
- Payoneer enables businesses to receive U.S. marketplace and client payments.
Visas and Residency Considerations in the United States for Bulgarian Entrepreneurs
When expanding from Bulgaria, it is important to understand that incorporating a company in the United States does not grant immigration status, residency, or the right to work in the U.S. Immigration matters are administered by the U.S. Citizenship and Immigration Services (USCIS).
- Incorporation ≠ Residency: Forming a U.S. LLC or Corporation does not grant a visa, work authorization, residency, or entry rights; immigration is administered by the U.S. Citizenship and Immigration Services.
- Investor Visas: The E-2 Treaty Investor Visa (Bulgaria qualifies) requires a substantial investment in a bona fide U.S. enterprise and is non-immigrant (no direct Green Card), while the EB-5 Immigrant Investor Program offers permanent residency subject to capital investment and job creation requirements.
- Work Visas: Bulgarian founders need authorization such as the L-1 Intracompany Transferee Visa (executive/manager transfer to a U.S. subsidiary/branch) or the H-1B Specialty Occupation Visa (employer-sponsored, eligibility-based, annual cap).
- Permanent Residency: Possible via EB-5 investment, employment-based sponsorship, or family-based immigration, with eligibility determined case-by-case under federal law.
Entrepreneurs expanding from Bulgaria should consult a qualified U.S. immigration attorney or licensed expert before making relocation decisions.
Compliance and Ongoing Responsibilities in the United States
After incorporation, a Bulgarian-owned company must maintain compliance under both state and federal laws. Non-compliance can result in penalties or administrative dissolution.
- Annual Reports: Most states require LLCs and corporations to file annual or biennial reports to maintain good standing; failure leads to late fees or administrative dissolution.
- Federal Tax Filings: All entities must file annual returns with the Internal Revenue Service, Form 1120 for corporations and Form 1065 for multi-member LLCs (unless taxed as corporations), with failure-to-file penalties of 5% per month up to 25% of unpaid tax.
- State & Franchise Taxes: Certain states impose annual franchise or minimum business taxes regardless of profit; non-payment can cause loss of good standing.
- Registered Agent & Office: A registered agent with a valid in-state address is mandatory at all times; absence may trigger administrative dissolution.
- Record-Keeping & Governance: Corporations must maintain records, hold required meetings, follow state governance rules, and meet audit obligations based on size, regulatory status, and investor agreements.
- Consequences of Non-Compliance: May result in monetary penalties, loss of good standing, administrative dissolution/strike-off, banking restrictions, and increased scrutiny in future filings.
Challenges When Registering a Company in the United States from Bulgaria
Expanding from Bulgaria into the United States offers strong market opportunities, but the process involves regulatory, operational, and financial complexities. Below are the key challenges Bulgarian founders typically face.
- Complex Legal Documentation: Managing Articles of Organization/Incorporation, Operating Agreements, tax classifications, and state-specific franchise tax rules is legally technical and prone to costly errors if mishandled.
- Time Zone & Communication Barriers: Coordinating with U.S. state authorities, registered agents, banks, and advisors across multiple U.S. time zones can create operational delays.
- Banking Restrictions: Foreign-owned companies face enhanced due diligence, possible in-person verification, and longer onboarding timelines.
- High Ongoing Compliance Costs: Beyond formation, businesses must file annual state reports, pay franchise taxes (where applicable), maintain a registered agent, and submit federal tax returns.
How Commenda Helps with Incorporation in the United States from Bulgaria
Commenda enables finance teams to incorporate and manage entities in 70 countries through one centralized platform, purpose-built for international operations.
- Centralized Global Platform: Commenda enables finance teams to incorporate and manage entities in 70 countries through one platform built for international operations.
- Full-Stack Support (Bulgaria & U.S.): Supports formation, tax, accounting, payroll compliance, and cross-border structuring, enabling setup in cost-efficient Bulgaria while expanding into the United States.
- Bulgarian OOD Incorporation: Manages full incorporation of an OOD (Druzhestvo s ogranichena otgovornost), including Commercial Register filings and bank setup; requires a minimum share capital of BGN 2 (~€1) and allows 100% foreign ownership.
- Bulgarian Tax Compliance: Handles VAT, Corporate Income Tax (CIT), and annual financial statement filings with the National Revenue Agency, with automated statutory workflows.
- International Entity Structuring: Enables fully foreign-owned Bulgarian subsidiaries via remote onboarding and digital filings; OOD supports one or more shareholders/directors and requires a registered Bulgarian address.
- Integrated U.S. Formation & Compliance: Coordinates U.S. incorporation, registered agent services, federal tax registration with the Internal Revenue Service, and ongoing state compliance with centralized monitoring.
- Post-Incorporation & Global Reporting: Provides deadline tracking, transfer pricing documentation, indirect tax automation, and consolidated reporting across 70 jurisdictions within one compliance system.
Book a consultation with Commenda today to explore how Commenda supports Bulgarian companies expanding into the United States with structured, audit-ready, cross-border compliance
Conclusion
To register a company in the United States from Bulgaria, the U.S. offers access to global customers, strong legal protections, and a scalable business infrastructure. However, incorporation must be aligned with federal tax rules, state compliance requirements, banking regulations, and cross-border reporting obligations.
Commenda provides end-to-end support for U.S. incorporation, registered agent coordination, tax and compliance automation, and post-incorporation governance across 70 countries. From formation to full operational readiness, Commenda ensures your expansion from Bulgaria to the United States is structured, compliant, and built for global scale.
Book a consultation with Commenda today.
