How to Form a Company in Bulgaria (EOOD / OOD), Step‑by‑step for Non‑resident Investors (2026)

Understanding how to form a company in Bulgaria is the essential first step for any foreign investor planning to hold real estate through a corporate vehicle, launch operations in the EU’s lowest‑tax member state, or unlock company‑backed mortgage finance. Bulgaria’s Commercial Act permits any person of any nationality to incorporate a limited liability company, either a single‑member EOOD (Еднолично дружество с ограничена отговорност) or a multi‑member OOD (Дружество с ограничена отговорност), with a symbolic minimum capital requirement and no citizenship or residency prerequisite for the registration itself. This guide sets out the complete company registration Bulgaria procedure as it stands in 2026, covering eligibility, required documents, realistic timelines, costs and the practical changes that affect non‑resident founders this year.

Overview of the Process and Who It Applies To

An EOOD is the standard single‑shareholder limited liability company; an OOD is its multi‑shareholder equivalent. Both offer limited liability, full access to Bulgarian banking, and the ability to own land, buildings and other real property in Bulgaria, a right unavailable to foreign natural persons for agricultural land and which is often more efficient through a local entity even for other property classes.

Foreign investors typically form an EOOD or OOD to hold residential or commercial property, operate a hospitality or rental business, structure cross‑border investments within the EU single market, or establish a base for a Bulgarian residence permit. The EOOD registration process is substantively the same regardless of the founder’s nationality: draft a Founding Act, deposit capital, file with the Commercial Register at the Registry Agency (Агенция по вписванията), and complete post‑registration tax and compliance steps.

The entire procedure, from name reservation to receipt of the company’s Unified Identification Code (UIC), can be completed in as few as 3–7 business days when the founder is present in Bulgaria with documents ready. Remote, non‑resident company formation via power of attorney typically takes 2–3 weeks end‑to‑end. The sections below break the procedure into concrete, actionable steps.

Eligibility and Prerequisites for Non‑Resident Company Formation

Any natural or legal person, EU citizen, non‑EU citizen or foreign company, may register an EOOD or OOD in Bulgaria. There is no Bulgarian citizenship requirement, no mandatory residency, and no minimum investment threshold beyond the symbolic share capital. The key eligibility points are:

• Minimum share capital. The statutory minimum for an EOOD or OOD is BGN 2 (approximately EUR 1). In practice, founders choose a higher capital figure where the company will hold property or seek bank financing.
• Director (Manager). At least one natural person must be appointed as manager. The manager does not need to be Bulgarian or resident in Bulgaria, but must provide a notarised specimen signature.
• Physical presence. Bulgarian law does not require the founder to appear in person for company registration. A founder abroad may grant a special Power of Attorney (POA), notarised in their home jurisdiction and apostilled or consular‑legalised, to a Bulgarian lawyer who handles the entire process. However, some Bulgarian banks require the founder to attend an in‑person KYC interview before opening the company bank account, a practical constraint that can delay the timeline.
• Beneficial ownership. Under Bulgarian anti‑money‑laundering obligations, the company must file a Declaration of Beneficial Owners with the Commercial Register within a statutory deadline after incorporation.
• Registered address. Every company must have a registered address in Bulgaria, evidenced by a lease agreement, property title or serviced‑office contract with a landlord’s declaration.

Non‑EU citizens who intend to reside in Bulgaria on the basis of company ownership will separately need a Type D long‑stay visa and a subsequent residence permit, a distinct immigration procedure that runs in parallel with, but is not a prerequisite for, the company registration itself.

How to Form a Company in Bulgaria, Step‑by‑Step Procedure

The table below summarises every core step of the EOOD registration process, who is responsible, and realistic 2026 timeframes. Each step is then explained in detail.

Step 1, Check Name Availability and Reserve the Company Name

Search the Commercial Register portal operated by the Registry Agency to confirm that the desired company name is unique. Names identical or confusingly similar to existing registered entities will be rejected. The search is free and returns results in real time. Founders should also check for conflicting trademarks at the Bulgarian Patent Office.

Step 2, Prepare and Notarise Incorporation Documents

The core document is the Founding Act (Учредителен акт) for an EOOD, or the Articles of Association (Дружествен договор) for an OOD with multiple shareholders. This must include the company name, registered address, business object classified by NACE code, share capital, and management structure. The founder’s signature on the Founding Act, along with the manager’s specimen signature (Нотариално заверен подпис), must be notarised by a Bulgarian notary or at a Bulgarian consulate abroad.

Where the founder is outside Bulgaria, a special Power of Attorney, notarised in the founder’s jurisdiction, apostilled (for Hague Convention countries) or consular‑legalised, and translated into Bulgarian by a certified translator, allows a Bulgarian lawyer to execute all steps on the founder’s behalf. This is the standard mechanism for remote, non‑resident company formation.

Step 3, Deposit Share Capital and Open an Accumulation Account

The founder must deposit the declared share capital into a temporary accumulation (набирателна) bank account opened in the company’s name “in formation.” The bank issues a capital deposit certificate, which is filed with the Commercial Register. For a symbolic BGN 2 capital, some banks waive the account requirement, but most investors depositing meaningful capital will need this step.

Bank KYC for a new company account typically requires the founder’s passport, proof of address, a short business plan or description of activity, and a source‑of‑funds declaration. Early indications suggest that in 2026, several Bulgarian banks have tightened remote‑onboarding procedures, meaning non‑resident founders may face delays of 1–2 weeks or be asked to attend a video or in‑person interview.

Step 4, File the Application with the Commercial Register

The incorporation application is filed electronically or on paper at the Registry Agency. An electronic filing via a qualified electronic signature attracts a reduced state fee. The filing package includes the Founding Act, specimen signature, capital deposit certificate, registered‑address proof, manager consent declaration, and the application form itself.

The Registry Agency typically processes applications within 1–3 business days. If the registrar raises queries (указания), the applicant has a statutory period to respond; failure to comply results in refusal, though a new application may be filed. Those who register a company Bulgaria online via qualified e‑signature benefit from both speed and a fee discount.

Step 5, Receive the UIC and Company Extract

On successful registration, the company receives its Unified Identification Code (ЕИК / UIC), a nine‑digit number that serves as the company’s tax, statistical and commercial identifier. A company extract can be downloaded from the Commercial Register immediately. The company exists as a legal person from this moment.

Step 6, Tax Registration, VAT and Social Security

The company is automatically registered for corporate tax with the National Revenue Agency (NRA / НАП) upon receiving its UIC. VAT registration is mandatory once taxable turnover exceeds the statutory threshold within a rolling 12‑month period, or on a voluntary basis at any time. For companies acquiring or holding real property, voluntary VAT registration is often advisable. The NRA may take up to 14 days to process a VAT application.

If the company employs staff, registration with the NRA for social security contributions must be completed before the first payroll.

Step 7, Open a Full Business Bank Account

After incorporation, the accumulation account is converted into, or replaced by, a full operational bank account for the Bulgarian company. This step is where non‑resident founders most often encounter delays: banks apply their own KYC standards, which may include an in‑person meeting with a bank officer, enhanced due diligence on non‑EU nationals, or requests for apostilled corporate documents. Allow 1–4 weeks for this step.

Required Documents for Company Registration in Bulgaria

The documents needed for the EOOD registration process are listed below. All foreign‑language documents require certified Bulgarian translation and, depending on the issuing country, apostille or consular legalisation.

Timeline and Key Deadlines for Company Registration in Bulgaria

The table below provides an expanded timeline comparing in‑person and remote registration paths, along with post‑registration compliance deadlines.

Post‑registration deadlines to note:

• Beneficial‑ownership declaration: must be filed with the Commercial Register within the statutory period following incorporation.
• VAT registration (if voluntary): application may be filed immediately; NRA processing takes up to 14 days.
• Annual financial statements: must be filed with the Commercial Register by 30 June of the following year.
• Corporate income tax return: due by 30 June of the following year, with an advance payment regime during the fiscal year for companies exceeding the threshold.

Costs, Fees and Tax Considerations

The following table sets out the typical costs of forming a company in Bulgaria in 2026. All figures are market‑range estimates and should be verified with the Registry Agency, your appointed lawyer and your chosen bank before proceeding.

Key tax implications for property‑holding companies: Bulgaria’s flat corporate income tax rate is 10 %, the lowest in the EU. Dividend distributions to non‑resident individuals are subject to a 5 % withholding tax (reduced under applicable double tax treaties). Companies owning real property pay annual local property tax and a waste‑collection fee, both assessed by the municipality. VAT implications of property transactions depend on whether the property is new construction, the company is VAT‑registered, and the nature of the transaction, professional advice on the tax and VAT implications of owning property via a Bulgarian company is strongly recommended.

What Changes in 2026, Practical Updates

The core legislative framework for company registration Bulgaria has remained stable, but several practical changes in 2026 affect non‑resident founders:

• Expanded e‑filing adoption. The Registry Agency has continued to expand electronic filing functionality. Industry observers expect that the share of online registrations will increase further in 2026, and the fee discount for electronic filings remains a meaningful incentive to register a company Bulgaria online.
• Tighter bank KYC for remote onboarding. Early indications suggest that several major Bulgarian banks have updated their KYC procedures in 2026, requiring enhanced due diligence, and in some cases an in‑person or video interview, for non‑resident company founders opening a bank account for a Bulgarian company. The likely practical effect is that fully remote formations remain legally straightforward, but the bank‑account step takes longer than in prior years.
• Beneficial‑ownership register enforcement. Regulatory attention to the beneficial‑ownership declaration has increased, with the Registry Agency conducting more systematic checks. Failure to file on time may result in fines.

Founders planning a remote formation in 2026 should factor in additional time for bank onboarding and confirm their chosen bank’s current in‑person requirements before executing a Power of Attorney.

Common Pitfalls and How to Avoid Them

• Choosing a name that is already registered or confusingly similar. Always search the Commercial Register before preparing documents. A rejected name wastes time and notary fees.
• Assuming the director does not need any Bulgarian interaction. While the founder need not be present for registration, the manager’s specimen signature must be notarised by a Bulgarian notary or consulate, and the bank may require the manager’s personal attendance.
• Using an invalid or insufficiently documented registered address. A generic postal address without a landlord declaration will be rejected. Use a proper lease, title, or serviced‑office agreement.
• Underestimating bank KYC timelines. The bank account step is routinely the longest phase for non‑residents. Begin KYC enquiries in parallel with document preparation.
• Submitting documents without proper legalisation or translation. Every non‑Bulgarian document must be apostilled (or consular‑legalised) and accompanied by a certified Bulgarian translation. Missing this causes rejections.
• Failing to file the beneficial‑ownership declaration on time. This triggers fines and may cause issues with bank compliance reviews.
• Incorrect or missing NACE code. The business object in the Founding Act must accurately reflect the company’s planned activity. An incorrect NACE code may create problems with licensing, VAT registration, or sector‑specific compliance.
• Delaying VAT registration when it is mandatory or advisable. Companies exceeding the turnover threshold must register promptly. Property‑holding companies often benefit from voluntary registration, delay can mean lost input‑VAT recovery on acquisition costs.

Next Steps

Forming a company in Bulgaria remains one of the most efficient routes for foreign investors to hold property, access EU markets, and benefit from the 10 % corporate tax rate. The procedure is straightforward in principle, but the practical details, legalisation requirements, bank KYC timelines, VAT election decisions, demand careful preparation and current local knowledge. Non‑resident founders who engage qualified Bulgarian legal counsel at the outset consistently complete the process faster and with fewer complications. To discuss your specific situation and begin the incorporation process, find a qualified lawyer through the Global Law Experts directory.

Last updated: June 5, 2026.

Sources

1. Registry Agency, Commercial Register (official portal)
2. Ministry of Economy, Business Handbook for SMEs (Bulgaria)
3. National Revenue Agency (NRA), Bulgaria
4. Lex.bg, Consolidated Bulgarian Legislation
5. Innovires, Bulgaria Company Registration Cost (2026)
6. Sofia Offices, Open a Company in Bulgaria
7. Immigration2Bulgaria, Register Company in Bulgaria
8. Wise, Company Formation in Bulgaria
9. European Commission, Guide to Setting Up Your Company (Bulgaria section)