Setting Up an OOD in Bulgaria: 2026 Founder's Guide

Bulgaria has one of the most attractive incorporation regimes in the EU for tax-conscious founders: 10% Corporate Tax, 10% personal income tax, 5% dividend withholding, full EU access, and incorporation costs measured in hundreds rather than thousands of euros.

This guide walks through every step of setting up a Bulgarian limited liability company in 2026.

Choose between OOD and EOOD

The 'Е' (E) prefix on EOOD denotes 'единолично' (sole). Tax and compliance rules are identical between OOD and EOOD — choose based on shareholder count.

For 99% of founder-led businesses, OOD or EOOD is correct. Only switch to AD if you need preferred share classes for VC investment.

Minimum share capital — BGN 2

Bulgaria reduced the minimum share capital for OOD/EOOD to BGN 2 (~€1) in 2009. There's no reason to inject more than that as registered share capital — additional capital can flow in as shareholder loans (more flexible) or undistributed profit (taxed at 10%).

For an AD (joint-stock company), minimum capital is BGN 50,000 (~€25,565), with at least 25% paid in at incorporation.

Step-by-step formation

Step 1: Reserve your company name

Search availability at brra.bg. Names must be:

• Unique on the register
• Not misleading
• End with "ООД" / "ЕООД" / "АД"
• Use Cyrillic script (Latin transliteration also commonly registered)

You can reserve a name for 6 months while paperwork is finalised.

Step 2: Identify shareholders and managers

You need:

• Shareholders (1 for EOOD, 2+ for OOD) — can be individuals or entities, EU or non-EU
• Manager(s) — at least one natural person, can be the same as shareholder. No residency requirement, but practical operations require a Bulgarian-resident contact for banking, tax authority correspondence, etc.
• Registered office in Bulgaria

Each individual party needs:

• Valid passport / ID
• Personal Identification Number (EGN for residents) or LNCh (foreigners)
• Tax residency declaration if non-Bulgarian

Foreign founders without an EGN/LNCh can use their passport ID and obtain a Bulgarian tax ID (BULSTAT/UIC) as part of company registration.

Step 3: Open a capital account

Before incorporation, you open a Bulgarian bank account for the company "in formation" and deposit the share capital (BGN 2 minimum). The bank issues a certificate of deposit which is required for the registration application.

This is often the slowest step. Bulgarian banks have tightened KYC, especially for non-EU founders. Expect 2–6 weeks. Faster alternatives:

• Revolut Business — for early-stage operating account once company is registered
• DSK Bank, UniCredit Bulbank, ProCredit Bank — major Bulgarian banks
• Use a Bulgarian formation agent with banking partnerships

Note: the capital account is for share capital deposit only. Operating banking is separate post-registration.

Step 4: Draft the Articles of Association

Bulgarian OOD/EOOD requires a constitutional document called "Дружествен договор" (Company Agreement) or "Учредителен акт" (Founding Act for EOOD). It covers:

• Company name and legal form
• Registered office
• Business activities (broad clauses recommended)
• Share capital and shareholding structure
• Management arrangements
• Distribution of profits and losses

Notarisation by a Bulgarian notary is required for some elements (manager signature specimens, etc.).

Standard templates work for 90% of cases. Customised documents from a Bulgarian lawyer cost BGN 500–1,500.

Step 5: File with the Trade Register

Filing is via brra.bg using qualified electronic signature, with:

• Application form A4 (for OOD/EOOD)
• Articles of Association / Founding Act
• Bank certificate of capital deposit
• Notarised manager specimen signatures
• Beneficial owner declaration (UBO)
• Share register

Filing fees:

• BGN 110 (~€56) standard online filing
• BGN 220 for paper / fast-track

Processing time:

• Online: 1–3 working days for a clean application
• With queries: 5–10 working days

Step 6: Register for tax with NRA

Trade Register registration alone doesn't register the company for tax. You separately register with the National Revenue Agency (NRA) at nra.bg:

• Corporate Income Tax: automatic upon Trade Register issuance (no separate application)
• VAT: register when turnover exceeds BGN 100,000 in any 12-month rolling window (or voluntarily before)
• Employer registration: when you hire your first employee or pay yourself a salary

VAT registration takes 7–14 days through the NRA portal.

Step 7: Open operating bank account

Once the company is registered (UIC issued, in the Trade Register), you can open the proper operating account. This is separate from the capital deposit account used at formation.

Documents required:

• Company registration certificate
• Articles of Association
• Manager ID and KYC
• Beneficial owner declaration
• Tax residency certificates (where applicable)

Step 8: Day-one operating setup

After incorporation:

1. Sign manager(s) employment contract if taking salary
2. Set up monthly Form 1 / Form 6 declarations to NRA (due 25th)
3. Set up VAT compliance if registered (monthly returns due 14th)
4. Open bookkeeping — Bulgarian Accounting Standards or IFRS
5. Issue first invoices with company UIC and (if VAT-registered) VAT number

Costs summary

Annual obligations

Once operating:

• Monthly Form 1 / Form 6 to NRA (payroll)
• Monthly VAT return to NRA (if registered)
• Quarterly advance Corporate Tax payments (15 Apr, Jul, Oct, Dec)
• Annual Corporate Tax return Form 1010A by 31 March
• Annual Financial Statements to BRRA by 30 September
• Annual Personal Income Tax Form 50 by 30 April (for individual shareholders)
• Audit if exceeding 2 of: BGN 8m revenue, BGN 4m balance sheet, 50 employees

Common mistakes

• Confusing OOD/EOOD with AD — only AD requires BGN 50,000 capital
• Missing the bank capital deposit step — it must precede Trade Register filing
• Forgetting that incorporation ≠ tax registration completeness — VAT and employer registrations are separate
• Picking too narrow business activities — Bulgarian companies need to declare activity codes; broader clauses give flexibility
• Missing beneficial owner declaration at registration

Why founders choose Bulgaria

The combination of:

• 10% flat Corporate Income Tax
• 10% flat Personal Income Tax
• 5% dividend withholding tax
• EU member (since 2007) — full single market access, VIES, OSS
• Low cost of operations — Sofia salaries 1/3 of Western European cost
• English-speaking workforce — particularly in tech and BPO
• Time zone: GMT+2/+3, overlap with most EU and US East Coast

…makes Bulgaria one of the most efficient EU jurisdictions for cross-border founders, software companies, and consultancies.

How AccountsOS helps Bulgarian founders

AccountsOS is live in Bulgaria with Bulgarian-language source citations from nra.bg / mof.bg / brra.bg. Finn:

• Sets up the chart of accounts for a Bulgarian OOD/EOOD
• Tracks the BGN 100,000 VAT threshold
• Computes a running 10% Corporate Tax estimate
• Reminds you of every NRA and BRRA deadline
• Handles the monthly Form 1/Form 6 payroll declaration
• Tracks Intrastat thresholds for intra-EU goods movements

Try AccountsOS free or read about AccountsOS in Bulgaria.

Related reading

• Corporate Tax in Bulgaria: 10% flat rate
• VAT in Bulgaria: 20% standard rate guide