What is AD (АД) — Joint-Stock Company?
An AD (Акционерно дружество) is a Bulgarian joint-stock company. Minimum share capital BGN 50,000 (€25,565). Used for larger businesses, those wishing to issue shares publicly, or those with multiple investors requiring share-class flexibility. Equivalent to a UK PLC or Irish PLC.
Current Rate (Calendar year)
10% Corporate Income Tax
Example
A startup raising a Series A from VCs may convert from EOOD/OOD to an AD to allow preferred share structures and cleaner equity issuance.
How AD (АД) — Joint-Stock Company works in Bulgaria
The AD is Bulgaria's joint-stock company — a separate legal entity with divided ownership into transferable shares. It sits above the OOD/EOOD in formality and cost, with a minimum share capital of BGN 50,000 (approximately EUR 25,565).
**When to use an AD**
- Raising equity investment from VCs or institutional investors requiring share classes - Businesses planning to list shares on the Bulgarian Stock Exchange (BSE) - Regulated financial services, insurance, or investment fund vehicles - Joint ventures with many shareholders requiring formalised governance
For the vast majority of founders and SMEs, an EOOD or OOD is sufficient. An AD adds cost and complexity without tax benefit — the 10% CT rate applies equally to both structures.
**Governance structure**
The AD can use either: - **One-tier board**: Board of Directors (Съвет на директорите) — minimum 3 members; manages and represents the company - **Two-tier board**: Supervisory Board (Надзорен съвет) + Management Board (Управителен съвет) — more formal separation between oversight and operations
Directors may be Bulgarian or foreign nationals. The board must hold at least one General Meeting of shareholders per year.
**Share capital and classes**
Shares can be: - Registered (поименни акции): identified by shareholder name, transfers recorded in the share register - Bearer shares: no longer permitted in the EU post-AMLD (Anti-Money Laundering Directive) - Preferred shares (привилегировани акции): fixed dividend, limited voting — allows investor preference structures
Capital increases require a General Meeting and BRRA registration of the amendment.
**Audit requirements**
All ADs are required to have their annual financial statements audited by a registered auditor (Дипломиран експерт-счетоводител) — there is no audit exemption for ADs, unlike small OODs.
Related terms
An OOD (Ограничена отговорност дружество) is a Bulgarian limited liability company with two or more shareholders. Minimum share capital BGN 2 (€1). Owners are not personally liable for company debts beyond their share capital. Most common entity type for SMEs in Bulgaria.
An EOOD (Еднолично ограничена отговорност дружество) is a single-shareholder Bulgarian limited liability company. Minimum share capital BGN 2. Used by solo founders. The 'Е' (E) prefix denotes 'едно' (single). Same tax and compliance regime as OOD.
The Bulgarian Trade Register is the public registry of companies and traders, maintained by the Registry Agency (BRRA). All Bulgarian companies must register, file annual financial statements, and update beneficial ownership information.
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