Company Formation in Bulgaria
Last updated: 2026-04
Last updated: April 2026.
Bulgaria levies a flat 10% corporate income tax and a flat 10% personal income tax — the joint-lowest headline corporate rate in the EU, shared only with Hungary's 9% at the top of the league. The dominant vehicle for foreign founders is the OOD (дружество с ограничена отговорност) or its single-member variant, the EOOD, with a statutory minimum share capital of just BGN 2 — roughly €1.02 since Bulgaria adopted the euro on 1 January 2026. Registration at the Commercial Register completes in 2 to 5 working days. Outbound dividends to EU parents suffer 0% withholding under the Parent-Subsidiary Directive; to non-EU corporate recipients the rate is 5%. VAT is 20% standard, with the registration threshold reset to €51,130 per calendar year from January 2026. There is no residency requirement for shareholders or managing directors.
We form Bulgarian OOD and EOOD companies end to end: name reservation, articles of association, capital account opening, Commercial Register filing, NAP tax registration, UBO declaration, and a registered office in Sofia. Fixed price, dedicated manager, all government and legal fees included.
| Quick facts | Value |
|---|---|
| Corporate Income Tax (CIT) | 10% flat |
| Personal Income Tax | 10% flat |
| VAT (ДДС) | 20% standard / 9% reduced (hotels, books, medicines) / 0% intra-EU |
| VAT registration threshold | €51,130 per calendar year (residents, 2026); none for non-residents |
| Minimum share capital (OOD / EOOD) | BGN 2 (~€1.02) |
| Minimum share capital (AD) | BGN 50,000 (~€25,565) |
| Withholding tax — dividends | 5% to non-residents / 0% to EU/EEA parents |
| Withholding tax — interest & royalties | 10% / 0% for EU associated companies |
| Minimum directors / shareholders | 1 manager, 1 shareholder (can be the same person, can be foreign) |
| Residency requirement | None |
| Standard formation time | 3 to 7 business days (Commercial Register entry in 2–5 working days) |
| Government fees | Included in our packages |
| Language of filings | Bulgarian (Cyrillic script) |
| Currency | Euro (since 1 January 2026; fixed rate 1 EUR = 1.95583 BGN) |
Why Form a Company in Bulgaria
Bulgaria is the cheapest serious EU jurisdiction. Not cheap in the offshore sense — headline tax rates are low, filings are light, and operating costs run at roughly a third of the Western European average. Four reasons foreign founders pick it.
The 10% flat tax stack. Corporate profits: 10%. Personal dividends: 5% (0% to EU parents). Personal income: 10% flat. No progressive band, no surtax, no solidarity levy. For a founder drawing salary and dividends, the combined effective rate typically lands between 14% and 19% — lower than any competing EU regime. Hungary beats Bulgaria on headline CIT by a single percentage point, but Hungary's 2% local business tax on adjusted revenue closes that gap. Bulgaria has no equivalent municipal turnover tax.
Now a eurozone member. Bulgaria joined the euro on 1 January 2026 at a locked conversion rate of 1 EUR = 1.95583 BGN. The FX layer between a Bulgarian subsidiary and a Western European parent has disappeared. SEPA instant payments now operate end-to-end, and the pricing of cross-border invoices no longer absorbs a 1–2% spread.
Effectively no capital barrier. The statutory minimum for an OOD or EOOD is BGN 2 — about €1.02. Compare that to Germany's €25,000 GmbH capital or Austria's €35,000 AG minimum. Bulgaria sets the European floor.
EU access and a deep IT labour pool. Bulgaria is a full Single Market member, in Schengen for air and sea travel since March 2024, and now in the eurozone. Sofia hosts the largest cluster of software developers in the Balkans, with salaries averaging 40–50% below Austrian equivalents.
Trade-offs to weigh. Filings are in Bulgarian, written in Cyrillic — we handle translation and Commercial Register submission. The SAF-T mandatory reporting regime launched on 1 January 2026 for large taxpayers (revenue above BGN 300 million) and phases down to smaller taxpayers through 2028. Non-resident banking usually requires one branch visit by the managing director.
For comparable jurisdictions in the region, see Romania, Greece, and Cyprus.
Company Types Available in Bulgaria
Bulgarian commercial law — codified in the Commerce Act (Търговски закон) of 1991 — recognises six main company forms plus the foreign branch. For more than 90% of new foreign-controlled formations, the OOD or EOOD is the right answer.
OOD (Дружество с ограничена отговорност)
The Bulgarian equivalent of a private limited company with two or more shareholders. Limited liability up to the share capital. Statutory minimum capital is BGN 2 — approximately €1.02 at the fixed conversion rate. Each share must have a nominal value of at least BGN 1. One or more managing directors (управител) are appointed; they may be natural persons or corporate entities, resident or non-resident, Bulgarian or foreign nationals. Annual filings go to the Commercial Register (financial statements) and the National Revenue Agency (CIT return). Audit is mandatory above the statutory thresholds (balance sheet assets above BGN 2 million, net revenue above BGN 4 million, or 50+ employees — two of three).
EOOD (Еднолично дружество с ограничена отговорност)
The single-member variant of the OOD. Identical in every respect — same BGN 2 minimum capital, same liability profile, same tax treatment — except that there is one shareholder, which may be a natural person or a corporate entity. Roughly 70% of new foreign-owned Bulgarian formations are EOODs because most founders set up a sole-owned subsidiary of a foreign holding company or operate the Bulgarian entity as their primary trading vehicle.
AD (Акционерно дружество)
The Bulgarian joint-stock company. Minimum share capital is BGN 50,000 — roughly €25,565. Required vehicle for regulated activities (banking, insurance) and for public offerings on the Bulgarian Stock Exchange. Governance is either one-tier (board of directors) or two-tier (management board plus supervisory board). Mandatory audit.
EAD (Еднолично акционерно дружество)
The single-shareholder variant of the AD. Same BGN 50,000 capital, same governance requirements. Used for wholly-owned subsidiaries of foreign holding structures where joint-stock features are needed.
KD and SD (Командитно дружество and Събирателно дружество)
The limited partnership (KD) and general partnership (SD). No statutory minimum capital. In the SD, all partners have unlimited personal liability; in the KD, at least one general partner bears unlimited liability and the limited partners are capped at their contribution. Rarely used for foreign-invested structures.
Клон (Branch)
A foreign company's Bulgarian branch. Not a separate legal entity — the parent's balance sheet and liability extend to the branch. Used when a foreign group needs Bulgarian presence without a separate subsidiary. The branch is taxed on Bulgarian-source income at the same 10% CIT rate and must maintain Bulgarian accounting records.
| Form | Min capital | Liability | Tax | Common use |
|---|---|---|---|---|
| OOD | BGN 2 (≈€1.02) | Limited | 10% CIT | Default — SMEs, foreign subs |
| EOOD | BGN 2 (≈€1.02) | Limited | 10% CIT | Sole-owner foreign sub, default |
| AD | BGN 50,000 (≈€25,565) | Limited | 10% CIT | Larger unlisted, regulated |
| EAD | BGN 50,000 (≈€25,565) | Limited | 10% CIT | Wholly-owned holding sub |
| KD / SD | None | Mixed / personal | 10% CIT (KD) / partners (SD) | Niche structures |
| Branch | n/a | Parent's | 10% CIT on BG-source income | Foreign group presence |
If your timeline is urgent and you need an existing entity rather than a fresh incorporation, our sister brand offers ready-made Bulgarian OOD companies — pre-registered, dormant, transferable in days.
Step-by-Step Formation Process
A typical OOD or EOOD formation follows these steps.
- Name reservation and clearance. We confirm the proposed company name is available in the Commercial Register, contains the mandatory "OOD" or "EOOD" suffix, and does not clash with protected terms (no unauthorised use of "bank", "insurance", "Bulgaria", "national"). Bulgaria uses the Cyrillic alphabet in the register — we also advise on the Latin transliteration used for international contracts.
- Articles of association drafted. For an OOD we draft the дружествен договор (partnership contract), and for an EOOD the учредителен акт (founding act). Either document sets out the company name, seat, purpose, capital, share allocation, and governance rules. Execution does not require a Bulgarian notary for the articles themselves, but the managing director's specimen signature must be notarised — either before a Bulgarian notary or apostilled abroad.
- KYC and shareholder documentation. Each shareholder, managing director, and ultimate beneficial owner provides passport, proof of address dated within three months, and a tax identification number from the home country. Foreign corporate shareholders provide apostilled certificates of incorporation, extracts from the home commercial register dated within three months, and a UBO declaration. Foreign documents are translated into Bulgarian by a sworn translator on our certified network.
- Registered office secured. Every Bulgarian company must register a seat (седалище и адрес на управление) at a physical Bulgarian address with a written owner's consent. We provide a registered office in Sofia as part of standard packages, with the landlord consent issued in the company's name.
- Capital account opened and share capital deposited. A Bulgarian capital account at one of the commercial banks is required — the bank certificate showing the paid-in capital is a mandatory attachment to the Commercial Register application. Following euro adoption, the account is euro-denominated. For a BGN 2 minimum capital, the practical deposit is €1.02. The account converts to an operating current account once the company is registered.
- Commercial Register filing. The incorporation file is submitted electronically to the Registry Agency (Агенция по вписванията). Standard processing clears the registration decision within 2 to 5 working days of a complete submission. Rejection rates for properly prepared files are under 3%.
- NAP and post-incorporation registrations. Within statutory deadlines after registration, we file the UBO declaration in the Commercial Register's ultimate beneficial owner module, register the company with the National Revenue Agency (НАП) for CIT, apply for a VAT number if applicable (mandatory from the first taxable supply for non-residents; optional below €51,130 for residents), and register with the National Social Security Institute once the company hires. SAF-T reporting is required only for taxpayers above the phased thresholds that begin at BGN 300 million revenue.
End-to-end from KYC clearance to operating company with a bank account is typically 3 to 7 business days once founders' documents are apostilled and translated. The Commercial Register entry usually lands on day 3 or 4.
Required Documents
For each shareholder, managing director, and beneficial owner:
- Passport or EU national ID (notarised copy for non-residents signing remotely)
- Proof of residential address dated within the last three months
- Notarised specimen signature (нотариално заверен образец от подпис) of the managing director — executed before a Bulgarian notary or apostilled abroad
- Tax identification number from the home country
- UBO declaration (natural persons holding 25%+ or otherwise controlling the company)
- Signed director consent for the appointment as управител
For corporate shareholders:
- Apostilled certificate of incorporation
- Apostilled current extract from the home commercial register (within three months)
- Apostilled register of directors / certificate of incumbency
- Apostilled shareholder register identifying the ultimate beneficial owners
- Sworn Bulgarian translation of all foreign documents (we arrange through a certified translator — mandatory for the Commercial Register)
You also confirm the registered office address (we provide one in Sofia if you do not have your own Bulgarian address — landlord consent is issued as part of the package), the share capital allocation, and the business activity codes (NACE/KID) describing intended operations.
Costs and Timeline
Bulgarian formation costs depend on the signing route (in person versus notarised power of attorney), the volume of sworn translation required for foreign corporate shareholders, and the choice between standard and expedited registration. For almost every cf24 client, the electronic standard filing is the right path.
Our packages cover the full incorporation: name reservation, articles of association drafted in Bulgarian, notarised specimen signatures or apostille coordination abroad, Bulgarian capital account opening with euro capital deposit, sworn translation of foreign documents, electronic filing with the Commercial Register at the Registry Agency, CIT and VAT registration with NAP, UBO declaration, and a registered office in Sofia for year one. Contact us for a fixed-price quote — all government, notarial, and translation premiums are included in our packages, with no hourly bills and no extras invoiced after the fact.
Typical timeline from KYC clearance:
| Day | Milestone |
|---|---|
| 0 | Engagement, KYC submitted |
| 1–2 | KYC cleared, articles drafted, foreign documents apostilled and translated |
| 3 | Specimen signatures notarised, capital account opened, capital deposited |
| 4 | Electronic incorporation application filed with the Commercial Register |
| 5–7 | Registry decision issued, NAP registration for CIT/VAT, UBO filing |
| 7–10 | Operating bank account activated; ready to transact |
Tax Overview for Bulgarian Companies
Bulgarian corporate taxation is the simplest in the EU. One flat rate for companies, one flat rate for individuals, one headline VAT rate.
Corporate Income Tax: 10% — a flat rate on worldwide profits for Bulgarian tax residents, in force since 1 January 2007. No tiered small-company rate, no surtax, no alternative minimum tax. For multinational groups in scope of Pillar Two — consolidated revenue above €750 million — the Qualified Domestic Minimum Top-up Tax applies and pushes the effective rate up to 15% under the 2024 implementing legislation. Domestic SMEs sit well below that threshold.
VAT: 20% standard, the EU average. 9% reduced for hotel accommodation, books, baby food, and certain medicines. The previous 9% reduced rate for restaurants, bread and flour expired on 1 January 2025. 0% for intra-EU supplies and qualifying exports. From 1 January 2026, the VAT registration threshold was reset to €51,130 per calendar year — a change from the previous BGN 100,000 rolling-12-month threshold. Non-resident businesses must register before the first taxable supply. A new seven-day application deadline applies once the threshold is exceeded.
Withholding tax on outbound payments. Dividends to non-resident corporates are subject to 5% WHT, unless reduced by a double-tax treaty. Dividends to an EU or EEA tax-resident company are exempt under the Parent-Subsidiary Directive. Interest and royalties to non-residents carry 10% WHT, reducible under Bulgaria's 70-plus treaties; payments to EU-associated companies are exempt under the Interest and Royalties Directive. A Budget Law proposal to increase dividend WHT from 5% to 10% was withdrawn from the final 2026 budget after social-partner negotiations.
Personal Income Tax: 10% flat. Social security contributions total roughly 32.7% of gross salary, split between employer and employee, with a cap on the maximum insurable base.
Participation exemption. Dividends received by a Bulgarian company from an EU or EEA subsidiary are exempt from CIT. Capital gains on shares listed on a regulated EU or EEA market are exempt; gains on private-company shares are taxed at the standard 10% CIT.
SAF-T mandatory reporting. From 1 January 2026, Bulgaria introduced Standard Audit File for Tax submissions for large taxpayers — initially companies with 2023 net revenue above BGN 300 million or total tax and social security liabilities above BGN 3.5 million. The obligation phases down to smaller taxpayers through 2028.
Euro adoption. Following Bulgaria's 1 January 2026 entry into the eurozone, all tax rates, thresholds, and filings are redenominated in euros. Companies must update their articles with euro capital amounts by 31 December 2026. We handle that amendment as a standalone filing for existing clients.
Banking for Bulgarian Companies
A Bulgarian capital account is required before Commercial Register registration — the bank certificate showing the paid-in share capital is a mandatory attachment. It converts to an operating current account once the company is live. The sector is supervised by the Bulgarian National Bank (BNB) and has consolidated around five top-tier institutions.
UniCredit Bulbank is the largest bank in Bulgaria by assets. Italian parent UniCredit Group, English-language corporate desk, non-resident-friendly onboarding. The go-to mainstream choice for cf24 clients with a non-resident managing director. A Sofia branch visit is typically expected, though notarised and apostilled power of attorney is accepted case by case.
DSK Bank is the second-largest bank, part of Hungary's OTP Group. Strong digital banking platform with English-language online access and multi-currency corporate accounts. Often the most flexible mainstream bank on remote documentation for EU-based UBOs.
Postbank (operating as Eurobank Bulgaria) is the third-largest bank, owned by Greek parent Eurobank. Well-suited to founders with parallel Greek or Cypriot operations under the same group.
United Bulgarian Bank (UBB, under the OBB brand since the KBC integration) is owned by Belgium's KBC Group. Fits clients with parallel Belgian, Czech, Slovak or Hungarian operations under the KBC regional footprint.
Raiffeisenbank Bulgaria (parent RBI in Austria) is the most non-resident-friendly of the mid-tier options. Strong CEE cross-border experience and a well-developed corporate e-banking platform.
First Investment Bank (Fibank) is the largest domestically-owned bank; competitive on fees for smaller operating companies.
Wise Business, Revolut Business and Payoneer cover the EMI lane with fully remote onboarding, multi-currency balances, and integrated SEPA and SWIFT rails. An EMI account does not satisfy the capital-deposit requirement for Commercial Register registration — pair an EMI with one of the commercial banks above to get the best of both. With Bulgaria now in the eurozone, SEPA instant payments run end-to-end between Bulgarian banks and the rest of the euro area.
Frequently Asked Questions
How long does it take to register a company in Bulgaria?
The Commercial Register at the Registry Agency processes a complete electronic filing within 2 to 5 working days. Including KYC, articles drafting, capital account opening with share capital deposit, sworn translation of foreign documents, and tax registration with the National Revenue Agency, the typical end-to-end timeline is 3 to 7 business days from first contact to a fully operational OOD or EOOD.
What is the minimum share capital for a Bulgarian OOD?
The statutory minimum is BGN 2 — approximately €1.02 at the fixed conversion rate of 1 EUR = 1.95583 BGN. Each share must have a nominal value of at least BGN 1. Following euro adoption on 1 January 2026, new OOD and EOOD companies are typically capitalised in euros directly. The AD requires BGN 50,000 (≈€25,565).
What is the difference between an OOD and an EOOD?
An OOD is a multi-member limited liability company with two or more shareholders. An EOOD is the single-member variant with exactly one shareholder — a natural person or corporate entity. Everything else is identical: the same BGN 2 minimum capital, the same 10% CIT, the same governance. Roughly 70% of new foreign-owned Bulgarian formations are EOODs.
Can foreigners register a company in Bulgaria?
Yes. Bulgarian company law imposes no residency, citizenship, or work-permit requirement on shareholders or managing directors of an OOD or EOOD. A non-resident foreigner can be the sole shareholder and sole управител from day one. Corporate shareholders can be foreign companies from any jurisdiction, subject to UBO disclosure in the Commercial Register and bank KYC.
What is the corporate tax rate in Bulgaria?
The Bulgarian CIT rate is 10% — a flat rate in force since 1 January 2007 and among the lowest headline rates in the European Union. It applies uniformly across every sector, with no tiered bands or surtaxes. Multinational groups with consolidated revenue above €750 million face a 15% effective rate under Pillar Two. Personal income tax is also a flat 10%.
Do I need to visit Bulgaria to form a company?
Not necessarily. Founders can execute a notarised power of attorney in their home country, apostille and translate it, and we complete the formation on their behalf — including the managing director's specimen signature. A physical visit to the bank may be required to finalise account opening, though UniCredit Bulbank and DSK Bank accept remote KYC from apostilled documents on a case-by-case basis.
Does Bulgaria's euro adoption affect my Bulgarian company?
Yes, in three practical ways. First, share capital, financial statements, and tax filings are denominated in euros from 1 January 2026 — old BGN values convert at 1 EUR = 1.95583 BGN. Second, articles must be updated with euro capital amounts by 31 December 2026; we handle this amendment for existing clients. Third, cross-border SEPA payments now run without the BGN-EUR conversion spread.
Get Started — Form Your Bulgarian Company
A fixed-price quote in 60 seconds. Articles of association drafted in Bulgarian by our in-house counsel. Commercial Register filing in 2 to 5 working days under the standard electronic procedure. Euro-denominated capital account arranged at UniCredit Bulbank, DSK Bank, Postbank, UBB, or Raiffeisenbank Bulgaria. Sworn translation of your home-country corporate documents through our certified network. Registered office in Sofia included.
Call +48 2222 5 2222 or email [email protected] to start. Most Bulgarian OOD and EOOD formations are complete and operating with a bank account within 7 business days.
Content prepared by Piotr Walter, In-house Counsel. Approved by Tomasz Bielski, Managing Director.
Looking for a faster route? Our sister brand offers ready-made Bulgarian OOD — pre-incorporated and transferable in days.