How do I register a company in Bulgaria?
You register a Bulgarian company (OOD for multi-owner Ltd, EOOD for single-owner) at the Bulgarian Registry Agency (BRRA) online at brra.bg. Minimum capital is BGN 2. The process typically takes 3-7 working days and results in a BULSTAT/UIC 9-digit company number.
Detailed Explanation
Bulgaria offers one of the most straightforward and cost-effective company registration processes in the EU. The two most common legal forms for foreign entrepreneurs are the OOD (Drujestvo s ogranichena otgovornost, equivalent to a UK Ltd or German GmbH) and the EOOD (Ednolichno OOD, a single-member OOD). Both offer limited liability and are taxed at the 10% flat corporate income tax rate.
OOD vs EOOD: which to choose?
The EOOD is the most popular choice for solo founders. It has one owner (the sole member) who controls the company entirely. There is no difference in taxation between an OOD and an EOOD. The EOOD becomes an OOD simply by adding a second shareholder, so you can always scale up the ownership structure later.
The OOD suits two or more founders sharing ownership. A written articles of association (ustav) governs the relationship between shareholders, profit distribution, and decision-making.
Minimum capital: BGN 2
The minimum share capital for both an OOD and an EOOD is BGN 2 (approximately EUR 1). This is among the lowest in Europe and makes capital requirements essentially non-existent. In practice, most companies register with BGN 2 to BGN 5,000 depending on the intended activities and any licensing requirements.
At least half of the share capital must be paid up at registration. For BGN 2, that means BGN 1 must be deposited in the company's opening bank account.
Step-by-step registration process
Step 1: Choose a unique company name. You can verify name availability on brra.bg before submitting. The name must include the legal form identifier (OOD or EOOD).
Step 2: Prepare the founding documents. For an EOOD, this is a Declaration of Establishment (Akt za uchredyavane) listing the company name, registered address, activity description, share capital, and the manager's details. For an OOD, an Articles of Association (Ustav) signed by all shareholders is required. These documents must be notarised by a Bulgarian notary.
Step 3: Open a temporary company bank account and deposit the initial capital. Most Bulgarian banks (UniCredit Bulbank, DSK Bank, First Investment Bank, Postbank) offer this service. The bank issues a certificate confirming the deposit, which is needed for registration.
Step 4: Submit the registration application to the BRRA via brra.bg. You can submit online using a Bulgarian qualified electronic signature (QES), or through a licensed lawyer or notary who holds their own QES. The application package includes the founding document, bank deposit certificate, manager consent declaration, specimen signature, and application form A4.
Step 5: Pay the state registration fee. The fee for BRRA registration is BGN 50 for online submission (reduced from BGN 100 for paper). Additional fees apply if you simultaneously register for VAT or other registers.
Step 6: BRRA reviews and approves the application within 3 to 7 working days. On approval, the company is issued a unique 9-digit BULSTAT/UIC (Unified Identification Code) number. This is the company's permanent identifier, used for tax registration, VAT, banking, and contracting.
After registration: immediate next steps
Once you have the BULSTAT/UIC, you must register the company with the National Revenue Agency (NRA) for corporate income tax. This happens automatically upon BRRA registration in most cases. You must also register separately for VAT if your turnover exceeds BGN 100,000 per year, or if you choose voluntary VAT registration.
If the company employs people or the director takes a salary, you must register for NSSI (National Social Security Institute) purposes.
You will need a permanent company bank account (separate from the opening capital account) for ongoing operations.
Can a foreign national register a Bulgarian company?
Yes. Non-Bulgarian nationals can own and manage Bulgarian companies. If you are not an EU/EEA citizen, you may need a Bulgarian residence permit or a Power of Attorney to a Bulgarian representative to complete the notarised steps. EU/EEA citizens generally need only a valid passport or ID.
Using a formation agent or lawyer
Many foreign entrepreneurs use a Bulgarian formation agent or corporate lawyer to handle the registration. Typical fees range from BGN 300 to BGN 1,500 depending on the complexity. This is often worthwhile to ensure documents are correctly notarised and submitted, particularly if you do not speak Bulgarian. The entire process can be completed remotely with a Power of Attorney.
Source: brra.bg
Real-World Examples
Solo founder registering an EOOD remotely
A German software developer wants a Bulgarian company for EU-based contracting. She engages a Bulgarian corporate law firm, signs a Power of Attorney (notarised in Germany with Apostille), and pays the firm BGN 800 to handle the full process. The EOOD is registered in 5 working days with BGN 2 share capital and a BULSTAT number issued. She then opens a UniCredit Bulbank business account remotely.
Two co-founders registering an OOD
Two Bulgarian residents register an OOD together, splitting ownership 60/40. They hire a notary to prepare and notarise the Articles of Association (Ustav), deposit BGN 500 share capital, and submit the application online at brra.bg using a Bulgarian QES. The company is registered in 3 working days. Both founders are listed as managers with joint-signature authority.
UK entrepreneur converting an existing business
A UK-based consultant with clients across Europe decides to move his contracting business to a Bulgarian EOOD for tax efficiency. He does not relocate personally but becomes a non-resident shareholder. He uses a local Bulgarian accountant as the registered address and company secretary. The formation takes one week. The combined CIT and dividend withholding rate of 14.5% replaces a UK effective rate of over 45%.
Common Mistakes to Avoid
- Submitting founding documents without notarisation: all OOD/EOOD formation documents must be notarised by a Bulgarian notary or, for foreign nationals, a notary in the home country with an Apostille attached.
- Forgetting to deposit the minimum capital in a dedicated opening account before applying: the BRRA requires a bank certificate confirming the deposit as part of the application package.
- Using an existing personal or business bank account for the opening capital deposit: you need a new, specifically designated temporary incorporation account at a Bulgarian bank.
- Not registering for corporate income tax and VAT immediately after receiving the BULSTAT: while CIT registration is often automatic, VAT registration requires a separate application to the NRA.
Frequently Asked Questions
How long does it take to register a company in Bulgaria?
The BRRA typically processes online applications within 3 to 7 working days. Expedited processing is not officially offered but agents familiar with the system can often get registrations completed within 2-3 days. Paper applications take longer.
Do I need to be physically present in Bulgaria to register a company?
No. You can register a Bulgarian company remotely using a Power of Attorney granted to a Bulgarian lawyer or formation agent. The Power of Attorney must be notarised in your home country and apostilled for use in Bulgaria. EU citizens can often use a Bulgarian QES-holding notary or agent to submit on their behalf.
What is a BULSTAT/UIC number?
BULSTAT (now called UIC, Unified Identification Code) is the 9-digit unique identifier assigned to every registered Bulgarian company by the BRRA. It is used on all tax returns, VAT registrations, invoices, bank accounts, and contracts. It is equivalent to a company registration number or tax identification number combined into one identifier.
What is the registered address requirement for a Bulgarian company?
Every Bulgarian company must have a registered address (seat and management address) in Bulgaria. This is used for official correspondence and must be a real address, not a PO box. Many foreign-owned companies use their accountant or formation agent's address as the registered office, paying a small annual fee for this service (typically BGN 200-600 per year).
What is the difference between an OOD and an EOOD?
An EOOD (Ednolichno OOD) is an OOD with a single owner. An OOD has two or more owners. Both have limited liability, the same minimum capital (BGN 2), and the same tax treatment. The EOOD is simpler to administer for solo founders. An EOOD automatically becomes an OOD if a second shareholder is added.
Can a Bulgarian company have a non-Bulgarian director?
Yes. The director (manager) of a Bulgarian OOD or EOOD can be a foreign national. The director's details, including passport information and specimen signature, must be filed with the BRRA. If the director is not an EU/EEA resident, additional documentation may be required. The director is personally liable for filing obligations and NRA compliance.
Practical Tips
- Check company name availability on brra.bg before engaging a notary or agent: names are first-come-first-served and the check is free and instant.
- Even if you use a formation agent, get a Bulgarian qualified electronic signature (QES) for yourself after registration: it is essential for filing returns, signing VAT documents, and BRRA updates.
- Budget BGN 500 to BGN 1,500 for total formation costs including notary fees, state fees, and agent fees: the BGN 2 minimum capital is symbolic, not the total cost.
- Register your company's registered address with a reputable Bulgarian accountant or law firm from day one: this ensures official NRA and BRRA correspondence is handled promptly and not missed.
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