Company Formation in Bulgaria OOD & EOOD (10% Corporate Tax)

Why Founders Are Choosing Company Formation in Bulgaria in 2026

Bulgaria offers one of the most compelling environments for company formation in Europe. A flat 10% corporate income tax rate among the lowest in the EU combined with full single-market access, a skilled and cost-competitive workforce, and a strategic geographic position make the country a magnet for entrepreneurs, digital-services businesses and holding structures alike.

Since 1 January 2026, Bulgaria has been a euro-area member, removing currency risk for EU-facing businesses and simplifying cross-border invoicing. Whether you are a solo founder registering an EOOD or a multi-member partnership forming an OOD, this page walks you through every step, cost, document requirement and compliance obligation for company formation in Bulgaria.

This guide is for:

• Non-resident entrepreneurs who want to register a Bulgarian company remotely.
• EU and international businesses seeking a low-tax, euro-denominated subsidiary or holding vehicle.
• Freelancers and consultants scaling into a corporate structure.

Quick Snapshot: OOD vs EOOD in Bulgaria

Bulgarian commercial law set out in the Commerce Act (Търговски закон) provides two limited-liability forms that account for the vast majority of new incorporations. The table below summarises the key differences.

An EOOD can be converted to an OOD (and vice versa) by amending the founding documents and filing with the Commercial Register. For a deeper comparison including governance nuances, share-transfer mechanics and investor implications see OOD vs EOOD in Bulgaria.

Why Bulgaria Now Tax, Location & Euro Adoption

Three structural advantages make company formation in Bulgaria especially attractive in 2026:

• 10% flat corporate tax: Bulgaria’s Corporate Income Tax Act imposes a single 10% rate on taxable profits the joint-lowest in the European Union. The same rate applies regardless of whether the company is owned by Bulgarian or foreign shareholders.
• Full EU single-market access: A Bulgarian company can sell goods and services across the EEA without customs barriers, benefit from EU trade agreements, and rely on mutual recognition of professional qualifications and product standards.
• Euro-area membership from 1 January 2026: The Council of the EU confirmed Bulgaria’s euro adoption at the irrevocable conversion rate of EUR 1 = BGN 1.95583. Newly formed companies now denominate share capital in euro; existing companies must redenominate during a transitional period. Bank accounts operate in euro by default, and accounting records, invoices and tax filings are euro-denominated simplifying compliance for cross-border founders.

The combination of low taxation, EU membership and euro-area stability makes Bulgaria a compelling jurisdiction for IT-services companies, e-commerce operations and EU holding structures. Industry observers expect foreign-direct-investment inflows to accelerate as the changeover removes the last perceived friction point of an unfamiliar local currency.

Step-by-Step Incorporation Checklist How to Set Up a Company in Bulgaria

There are two practical workflows: the founder is physically present in Bulgaria, or the founder incorporates remotely via a notarised power of attorney (POA). The steps below cover both scenarios, with estimated timelines for each.

Step 1 Choose Legal Form & Reserve Company Name

Decide between OOD and EOOD (see the comparison above). While not mandatory, reserving a unique company name through the Registry Agency (Агенция по вписванията) prevents rejection at the filing stage. The reservation costs approximately BGN 50 (~€25) and is typically processed within 1–2 business days.

Step 2 Prepare Founding Documents

Draft the articles of association (OOD) or constituent act (EOOD), along with a protocol of the founding meeting, a declaration by the manager(s) under Article 141 of the Commerce Act, and a specimen signature declaration. Document preparation takes 1–5 business days when handled by qualified legal counsel.

Step 3 Deposit Share Capital

Open a temporary accumulation account at a Bulgarian bank and deposit the subscribed capital. The statutory minimum is BGN 2 (~€1); however, if a higher capital is chosen, at least 70% of each member’s contribution must be deposited before registration. A bank reference (deposit slip) is issued and attached to the filing. Post-euro changeover, capital may be stated in euro. Allow 1–7 days for a resident founder, or up to 21 days for a remote founder dealing with enhanced bank-KYC requirements.

Step 4 Notarisation & Apostille

The manager’s specimen signature must be notarised in Bulgaria (or at a Bulgarian consulate abroad). Where the founder is outside the EU, all documents originating abroad require an apostille or consular legalisation. Certain EU/EEA documents may be exempt under the EU Public Documents Regulation. Timeline: 1–3 days domestically; 3–10 days for international apostille and courier.

Step 5 File with the Commercial Register

Submit form A4 and the complete document pack to the Commercial Register (Търговски регистър). Electronic filing is strongly recommended it attracts a lower state fee and typically results in faster processing (1–3 business days versus 3–10 for paper submissions). The registration officer reviews the application and, if complete, enters the company into the register.

Step 6 Obtain Company ID (EIK/BULSTAT)

Upon registration, the company is assigned a unique identification code (EIK). An extract confirming the registration can be downloaded immediately from the Commercial Register portal. This extract serves as the company’s primary proof of existence for banks, counterparties and public authorities.

Step 7 Tax Registration & VAT

Notify the National Revenue Agency (NRA) of the new entity. VAT registration is mandatory when taxable turnover reaches BGN 50,000 (approximately €25,565 at the fixed conversion rate) within any 12-month period; voluntary registration is available at any time for businesses that want to reclaim input VAT from the outset. Allow 7–21 days for processing when the founder is present, or 7–30 days for remote applications.

Step 8 Open a Corporate Bank Account & Complete KYC

With the company extract, founding documents and manager identification in hand, apply for a full operating bank account. Banks now operate in euro and may request additional documentation for non-resident UBOs (see the Bank Onboarding section below). Typical timeline: 1–4 weeks for resident founders; 2–8 weeks for remote founders with complex ownership structures.

Step 9 Post-Incorporation Registrations

Register for social-security and payroll obligations (if hiring), engage a licensed accountant, set up statutory registers, and file your beneficial-ownership declaration. Details are covered in the Compliance section below.

Remote Incorporation POA Document Checklist

If the founder cannot travel to Bulgaria, the following documents must be provided to the local representative:

• Notarised power of attorney specifying the representative’s authority to form the company, sign documents and open bank accounts.
• Certified passport copy notarised and apostilled (or consularly legalised).
• Manager’s specimen signature notarised at a Bulgarian consulate or before a local notary with apostille.
• Bank reference from the founder’s personal bank confirming account standing (some Bulgarian banks request this for KYC).
• Certified translations all non-Bulgarian documents must be accompanied by sworn translations into Bulgarian.

Costs & Realistic Timelines for Company Formation in Bulgaria

Budgeting accurately requires separating government fees, professional-services fees and banking costs. The table below provides illustrative ranges for a standard OOD or EOOD incorporation.

Cost Table

Timeline Table

Key Requirements & Eligibility for Bulgaria Company Registration

Who Can Be a Founder?

Under the Commerce Act, any natural or legal person Bulgarian or foreign may be a founder or shareholder of an OOD or EOOD. There is no nationality or residency requirement for ownership. A company registered outside Bulgaria can also serve as the sole owner of a Bulgarian EOOD, making the structure ideal for international holding arrangements.

Minimum Capital & Deposit Rules

The statutory minimum registered capital is BGN 2 (~€1). Founders may choose a higher amount; in that case, at least 70% of each founder’s subscribed contribution must be deposited in the company’s accumulation bank account before filing, as confirmed by the Registry Agency’s registration guidance. Following the euro changeover, share capital in newly formed companies is denominated in euro.

VAT Registration Threshold

Mandatory VAT registration is triggered when aggregate taxable turnover reaches BGN 50,000 (approximately €25,565) within any consecutive 12-month period. Voluntary registration is available from day one and is often advisable for B2B businesses reclaiming significant input VAT.

Beneficial Ownership Disclosure

Bulgarian companies must declare their ultimate beneficial owners (UBOs) through the Commercial Register. Bulgaria participates in the EU-wide Beneficial Ownership Registers Interconnection System (BORIS), enabling cross-border verification by authorities and obliged entities. Failure to file or update UBO declarations can result in fines and restrictions on the company’s ability to distribute profits.

Residency & Work Permits

Forming a Bulgarian company does not automatically confer residence or work-permit rights. Non-EU nationals who wish to reside in Bulgaria or manage the company on-site must apply for the appropriate visa and residence permit under national immigration law, separate from the incorporation process.

Bank Onboarding & KYC After Company Formation in Bulgaria

Opening a fully operational corporate bank account is often the most time-consuming part of Bulgaria company registration. Understanding what banks require and preparing documentation in advance can cut weeks from the process.

Typical Document Checklist

• Company registration extract current extract from the Commercial Register.
• Articles of association / constituent act certified copies.
• Manager’s specimen signature notarised in Bulgaria.
• Passport copies of all UBOs and managers notarised and, where applicable, apostilled.
• Proof of address utility bill or bank statement for each UBO (typically within the last 3 months).
• Business-activity description a brief business plan, expected turnover, key clients and suppliers.
• Source-of-funds and source-of-wealth declarations especially for non-resident or high-value structures.
• Bank reference from each UBO’s personal bank confirming account status.

Common Friction Points

Banks apply enhanced due diligence for non-resident UBOs, complex multi-layered ownership chains, UBOs from high-risk or non-cooperative jurisdictions, and businesses with third-party payment flows. Corporate UBOs (where a legal entity is the shareholder) trigger additional document requests typically including the parent’s registration extract, financial statements and its own UBO chain. Expect 2–8 weeks for account activation in these cases.

Post-Euro Considerations

Since 1 January 2026, Bulgarian banks operate in euro by default. Previously BGN-denominated bank references or financial documents submitted during KYC must clearly show conversion at the official fixed rate. Some banks re-run business-model checks where contracts or pricing lists are still denominated in BGN, so ensuring all commercial documentation is updated to euro before the KYC process begins is advisable.

Post-Incorporation Compliance in Bulgaria

Registration is only the beginning. Bulgarian companies face ongoing statutory obligations, and non-compliance can result in penalties, director liability and, in extreme cases, deregistration.

Accounting & Financial Reporting

Every Bulgarian company must maintain double-entry accounting records in accordance with Bulgarian or International Accounting Standards. Annual financial statements must be filed with the Commercial Register within the statutory deadline. The annual corporate-tax return is due by 30 June of the year following the tax period, with advance instalments payable monthly or quarterly depending on prior-year turnover.

Payroll & Social Security

If the company hires employees, it must register with the National Revenue Agency and the National Social Security Institute. Employers withhold and remit personal income tax and social-security contributions monthly. Short-form employment contracts must be filed electronically within three days of execution.

VAT, Invoicing & Dual-Currency Considerations

VAT-registered companies submit monthly returns and Intrastat declarations (for EU trade above reporting thresholds). Since the euro changeover, invoices must be denominated in euro. During any transitional dual-display period, amounts may appear in both BGN and EUR, applying the irrevocable conversion rate and official rounding rules.

UBO & Register Updates

Changes in management, registered address, share capital, share transfers or beneficial ownership must be filed with the Commercial Register within the statutory deadlines. Late or missing filings attract administrative fines starting at BGN 500 per violation.

Annual Compliance Calendar (Summary)

• Monthly: VAT returns (if registered), payroll filings, social-security contributions.
• Quarterly: Advance corporate-tax instalments (where applicable), Intrastat declarations.
• Annually: Financial statements filed with Commercial Register, corporate-tax return, statistical submissions, UBO confirmation (if changes occurred).

Case Studies Bulgaria Company Formation in Practice

Case 1: IT-Services Startup (EOOD, Remote Founder)

A UK-based software developer registered an EOOD to serve EU clients from Sofia. Using a notarised POA, the Commercial Register filing was completed in 10 business days. Bank-account activation took an additional three weeks due to standard KYC for a non-resident UBO. Total time from engagement to operational company: five weeks. Global Law Experts coordinated the entire process remotely, including document apostille and bank liaison.

Case 2: EU Holding Company Restructure (OOD)

A German group restructured its Eastern European operations through a Bulgarian OOD with €50,000 in share capital. The higher capital required 70% pre-registration deposit and attracted detailed bank scrutiny. VAT registration was secured voluntarily on day one to reclaim input tax on inter-company services. Global Law Experts advised on substance requirements and the post-euro share-capital denomination.

Case 3: Trading Company with Non-EU UBO

A Turkish national established a trading company importing consumer goods. Enhanced KYC driven by the non-EU ownership and third-party payment flows extended bank onboarding to six weeks. Full beneficial-ownership declarations were filed through the BORIS-interconnected register. Global Law Experts prepared the AML-compliant ownership documentation and managed bank communications throughout.

Closing Summary Next Steps for Company Formation in Bulgaria

Bulgaria combines Europe’s lowest corporate tax rate, full EU single-market membership and since January 2026 euro-area stability into a single jurisdiction. Whether you are registering an EOOD as a solo founder or structuring an OOD for a multi-investor venture, the process is transparent, the costs are competitive, and the regulatory framework is well established. Preparing the right documents, understanding the bank-KYC timeline and planning for post-incorporation compliance from day one will ensure your Bulgarian company is operational as quickly as possible.

Sources

• Ministry of Finance of Bulgaria Corporate Income Tax
• Registry Agency (Агенция по вписванията) How to Register a Company
• Council of the European Union Bulgaria Ready to Use the Euro from 1 January 2026
• State Gazette (Държавен вестник) VAT Act (ЗДДС)
• European e-Justice Portal Beneficial Ownership Registers Interconnection System (BORIS)
• WIPOLEX Bulgaria Commerce Act (Търговски закон)
• Ministry of Economy Corporate Tax Declaration and Payment