Al Hathaway · Bulgaria business guide
Company Formation in Bulgaria: A 2026 Guide for Foreign Founders
How to register a Bulgarian company, what documents you need, what it really costs, and what happens after incorporation – including tax, VAT, banking, accounting and cross-border risks.
Reviewed and updated: 11 September 2026 · Written for EU and non-EU founders
The short answer
A foreign individual or company can generally own 100% of a Bulgarian limited liability company. Bulgarian residence or citizenship is not required, and the director may also be a foreign national. The most common structure is an EOOD for one owner or an OOD for two or more owners.
Incorporating the company is usually the easy part. The decisions that matter are where it will actually be managed, how the director will be paid and insured, whether VAT registration is needed from day one, and whether a bank or payment provider will accept the business model and ownership structure.
Bulgaria can be an efficient base for a genuine business: it is an EU member state, has used the euro since 1 January 2026, applies a 10% corporate income tax rate, and has a comparatively straightforward private-company form. But a Bulgarian registration certificate is not a substitute for real management, compliant accounting, commercial substance or tax analysis in the founder’s country of residence.
01 · The decision
Why establish a company in Bulgaria?
Bulgaria is attractive when there is a commercial reason to operate here: local staff or contractors, founders moving to Bulgaria, access to EU customers, regional operations, property activity, or a management team that genuinely works from Bulgaria.
Predictable headline rates
Corporate income tax is generally 10% of taxable profit. Dividends to individuals are generally subject to 5% Bulgarian tax, while a treaty or an EU/EEA corporate exemption may change the result.
EU company, euro operations
A Bulgarian entity is an EU company and can obtain an EU VAT number when the statutory conditions are met. Since 2026, domestic accounting and payments are euro-based.
No local shareholder required
A standard private limited company can usually be wholly owned by a foreign person or foreign legal entity. A Bulgarian nominee shareholder is not a routine legal requirement.
Lean structure for smaller firms
An EOOD or OOD works well for consultants, software companies, agencies, e-commerce businesses and other owner-managed companies, provided the cross-border facts are planned correctly.
A Bulgarian company does not automatically give you Bulgarian tax residence, a visa, a work permit or a bank account. These are separate legal and practical questions. It also does not guarantee that only Bulgaria may tax the company if strategic management takes place abroad.
02 · Legal form
EOOD or OOD: what do the Bulgarian abbreviations mean?
EOOD (ЕООД) is a single-member limited liability company. It has one shareholder, who may be an individual or a legal entity. OOD (ООД) is a limited liability company with two or more shareholders. These are close to a private limited company or GmbH-style entity; they are not the same as a sole trader.
EOOD
- One individual or corporate shareholder
- Separate legal personality
- One or more directors
- Usually the simplest form for a solo founder
OOD
- Two or more shareholders
- Articles regulate votes and profit sharing
- A shareholders’ agreement is often sensible
- Deadlock and transfer rules deserve attention
Shareholder and director are different roles
The shareholder owns the company. The director represents and manages it. The same person may be both, but this is not mandatory. The director’s tax and social-security position depends on how and where the work is performed, the contractual arrangement and, in cross-border EU/EEA situations, the applicable social-security rules.
When another form may be better
A branch of a foreign company, a joint-stock company, registration as a self-employed professional, or operating through an existing foreign entity may be more appropriate in some cases. The correct comparison includes liability, investors, licensing, VAT, payroll, profit extraction and the founder’s home-country rules – not just the 10% corporate tax rate.
03 · Registration
How to register a company in Bulgaria
The company is entered in the Bulgarian Commercial Register. A well-prepared standard case may be decided quickly, but the complete project often takes longer because of document legalisation, translations, bank compliance and international courier time.
Define the business before preparing forms
Confirm the owners, director, business activity, expected countries of customers and suppliers, payment flows, staff, VAT position and where management decisions will actually be made.
Choose the name and registered office
The name must be distinguishable in the Commercial Register. Every company needs a Bulgarian registered address where official correspondence can be received. A reliable mail-handling process matters more than a decorative “virtual office” label.
Prepare the incorporation documents
These commonly include the articles or incorporation deed, shareholder resolution, director’s consent and specimen signature, declarations required by law, and filing authorisations. The exact set changes where a corporate shareholder is involved.
Contribute the share capital
The standard private limited company has a nominal statutory minimum capital of €1. Depending on the bank and the filing route, a capital-raising account and evidence of the contribution may be required. Bank onboarding and company registration should be planned together.
Sign, notarise and legalise where necessary
Some documents require notarisation. Documents executed abroad may require an apostille or other legalisation and an official Bulgarian translation. Remote formation is often possible, but the correct method depends on the founder’s country and the bank’s KYC process.
File the application with the Commercial Register
The standard application for an OOD/EOOD is filed with the Registry Agency. Once approved, the company receives its Unified Identification Code (UIC/EIK) and legally exists as a separate entity.
Complete the operational setup
Convert or open the operating bank account, activate accounting, assess VAT and OSS, register employment or management arrangements where relevant, set invoicing controls, and record beneficial ownership when the applicable rules require a separate filing.
04 · Documents
What documents does a foreign founder need?
The precise list should be confirmed before anything is notarised. Re-signing documents across borders is one of the easiest ways to lose a week.
For an individual shareholder
- Valid passport or national identity document
- Personal details and permanent address
- Information on tax residence, occupation and source of funds for KYC
- Incorporation deed or articles and shareholder decision
- Director documents and statutory declarations
- Power of attorney if a representative will file or coordinate the process
For a foreign corporate shareholder
- Recent official company extract or certificate of good standing
- Constitutional documents where needed
- Resolution approving the Bulgarian subsidiary and appointing its director
- Evidence showing the ownership chain and ultimate beneficial owners
- Identification of authorised representatives and beneficial owners
- Apostille/legalisation and Bulgarian translation where applicable
Remote incorporation: it is frequently possible to register without the shareholder travelling to Bulgaria. That does not mean every step is automatically remote. A particular bank may request a personal visit, video identification, extra documents or decline the relationship after its own compliance review.
05 · Budget and timing
How much does company formation in Bulgaria cost?
A credible quote separates mandatory external expenses from professional work. The total depends on whether the founder signs in Bulgaria or abroad, whether the shareholder is an individual or a company, the number of languages and documents, the address arrangement, and the bank’s requirements.
- Commercial Register fee
Varies by filing method and the current official tariff. - Notary costs
Depend on the documents and number of signatures. - Apostille and translation
Relevant mainly for documents signed or issued abroad. - Bank charges
Onboarding and account fees vary considerably by institution. - Registered address
Only if the founder does not have a suitable Bulgarian address. - Professional work
Scoping, documents, filing, tax/VAT review and post-registration setup.
A realistic timetable
For a straightforward individual shareholder with ready documents, company registration often falls within 3–7 business days. A foreign corporate shareholder, complex ownership chain or apostilled documents can extend the timetable. Bank onboarding is separate and may take longer than registration.
Do not choose a provider only by the advertised incorporation price. The expensive problems usually appear after registration: missed VAT triggers, an uninsured or incorrectly paid director, no usable bank account, weak documentation of cross-border services, or a company managed entirely from another country.
06 · Tax
Bulgarian company taxes: the headline and the reality
Corporate income tax
A Bulgarian-resident company is generally taxed at 10% on its taxable worldwide profit. Accounting profit is adjusted under Bulgarian tax law, so revenue multiplied by 10% is not the calculation. Related-party dealings must follow the arm’s-length principle and may require transfer-pricing support.
Dividends and extracting money
Dividends distributed to an individual are generally subject to 5% Bulgarian final tax. Payments to a foreign corporate shareholder may qualify for an exemption or treaty relief depending on the recipient, residence, beneficial ownership and anti-abuse rules. Salary, director remuneration, dividends, expense reimbursements and shareholder loans are legally different – company money is not the owner’s personal wallet.
VAT: the threshold is not the whole story
The standard domestic compulsory-registration threshold is currently €51,130 of relevant taxable turnover, but many international businesses can have a VAT obligation before reaching it. A Bulgarian company may need special registration when it:
- receives certain services from a supplier established abroad, including common software and advertising services;
- supplies certain B2B services to VAT-registered customers in other EU member states;
- makes intra-EU acquisitions or distance sales;
- sells digital or other covered B2C services in the EU, where OSS may be relevant;
- imports, exports or stores goods in another country.
Voluntary VAT registration can be useful in some business models, but it also brings monthly reporting and document requirements. The VAT analysis should be done from the actual transaction flow, not from the company’s website description.
Director tax and social security
Simply owning shares does not by itself create Bulgarian social-security contributions. Working as a director or otherwise performing personal work may do so. For an EU/EEA or Swiss cross-border worker, only one country’s social-security legislation should normally apply, but the correct country must be established under the coordination rules. Non-EU situations depend on Bulgarian law and any applicable agreement.
Place of effective management and substance
If the founder lives abroad and makes all strategic decisions there, another country may argue that the company is tax-resident there or has a permanent establishment there. A Bulgarian address and invoice header do not settle this. Keep evidence of real decision-making, contracts, people, business purpose and operations, and obtain advice in both countries where necessary.
07 · Compliance
What happens after the company is registered?
Registration creates the legal entity. It does not complete the accounting, tax and operating setup. From the first transaction, the company should have a controlled process for invoices, contracts, bank records and supporting documents.
Accounting from day one
Bulgarian statutory bookkeeping, an organised document trail, annual accounts and a corporate tax return are required even when the founder uses foreign software or a payment platform.
Monthly obligations
VAT-registered companies generally file monthly VAT records and a return. Payroll, director or self-insurance arrangements may also create monthly declarations and payments.
Annual compliance
The usual cycle includes annual financial statements, a corporate tax return, statistical reporting and publication or declaration obligations in the Commercial Register.
Transaction evidence
Cross-border services and goods require more than an invoice: contracts, acceptance evidence, transport documents, VAT-number checks and proof of the customer’s status may matter.
Do you need an accountant?
A company should appoint a qualified person or accounting service capable of preparing its statutory accounts and tax filings. For a foreign-owned business, the greater value is usually in designing the information flow: what must be sent, by when, how payment platforms and banks are reconciled, and which transactions need tax review before they happen.
08 · Risk control
Eight common mistakes foreign founders make
- Registering first and analysing VAT later. International services can trigger registration regardless of the normal turnover threshold.
- Assuming the company creates residence rights. Company ownership, residence, work authorisation and personal tax residence are separate.
- Believing the bank account is automatic. Banks and payment institutions perform independent KYC, source-of-funds and business-model reviews.
- Managing entirely from abroad without analysis. This can create tax residence or permanent-establishment exposure outside Bulgaria.
- Using the company account personally. Withdrawals need a legal and accounting basis.
- Ignoring the director’s status. Remuneration, personal work, payroll and social security need to be structured deliberately.
- Using a registered address with no mail control. Missed notices can become missed deadlines.
- Buying a generic package for a non-generic business. SaaS, e-commerce, property, regulated services and employment each bring different registrations and evidence.
09 · FAQ
Company formation in Bulgaria: questions and answers
Can a foreigner own 100% of a Bulgarian company?
Yes. A foreign individual or foreign legal entity can generally hold 100% of an EOOD or OOD. A Bulgarian shareholder is not normally required for these standard forms.
Do I have to live in Bulgaria to open a company?
No. Bulgarian residence is not generally a condition for owning or managing a standard limited liability company. However, where you live and work can affect company residence, permanent establishment, personal tax and social security.
Can I register the company without visiting Bulgaria?
Often yes. Correctly notarised, legalised and translated documents can support remote registration. Banking is a separate process, and a particular institution may still request a visit or additional identification.
Does owning a Bulgarian company give me a visa or residence permit?
No, not automatically. Immigration and work-authorisation routes have their own conditions. Incorporation alone should not be presented as a guaranteed path to residence.
How long does registration take?
A standard case often takes around 3–7 business days after all usable documents are ready. Corporate shareholders, foreign legalisation and bank onboarding can extend the overall project.
What is the minimum capital?
The statutory minimum for the typical OOD/EOOD is €1. That is only a legal minimum, not necessarily a commercially sensible funding level. The company still needs enough money to meet its actual costs and liabilities.
What is the corporate tax rate in Bulgaria?
The general corporate income tax rate is 10% of taxable profit. Taxable profit is determined under Bulgarian rules and may differ from accounting profit.
Is dividend tax always 5%?
Five percent is the general Bulgarian rate for dividends to individuals. The result for a foreign corporate shareholder may be different under domestic exemptions, an applicable tax treaty, beneficial-ownership rules and anti-abuse provisions. The recipient’s country may also tax the dividend.
When must a Bulgarian company register for VAT?
The domestic turnover threshold is only one trigger. Cross-border services, intra-EU transactions, acquisitions, e-commerce, imports and storing goods abroad can require registration or OSS analysis earlier. Review the first planned transactions before issuing invoices.
Can a Bulgarian company use Stripe, PayPal, Wise or another payment provider?
Potentially yes, subject to the provider’s current onboarding rules and approval. The accounting must reconcile payouts, fees, refunds and customer transactions; a platform payout is not necessarily the same thing as a single sale or invoice.
Can I use a virtual office as the company address?
A company needs a valid Bulgarian registered office and address. An address service may be possible, but it should provide reliable access to official mail and be acceptable for the actual business, licences and bank KYC.
Does every company need monthly accounting?
Transactions should be recorded and documents organised throughout the year. VAT, payroll and insurance can create monthly filings. Even a company with little or no activity may retain annual reporting or declaration obligations.
Register the right company, not just any company
Al Hathaway combines company-formation coordination with the accounting and tax setup the business will need afterwards. We work digitally and explain the Bulgarian requirements in clear English.
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