TBA & Associates

Setting up your Business Company in Bulgaria

Incorporating a company in Bulgaria offers several key advantages:

Swift Process: You can set up a company in Bulgaria within just 3 days.

Minimal Capital: The minimum start-up capital required is a mere EUR 1.

Diverse Directorship: Directors can belong to any nationality.

Shareholders: Shareholders can be either private individuals or legal entities.

Registration with the Bulgarian District Court

To undertake economic activities through a local company in Bulgaria, you must register at the special Commercial Register maintained by the Bulgarian District Court. Once registered, authorization to conduct economic activities is granted from the registration date.

Foreign Entities in Bulgaria

Foreign entities can operate in Bulgaria through joint-ventures, wholly owned subsidiaries, and branches. While foreign individuals and entities may own buildings and limited rights to immovable property, they are restricted from direct ownership of land. Moreover, ownership of agricultural land by foreign individuals is subject to certain limitations.

Bulgaria Corporate Entities

The Bulgarian Commercial Code specifies various forms of doing business:

Unlimited (General) Partnership

Limited Partnership

Private Limited Company

Single Person Private Limited Company

Public Limited Company (Joint Stock Company)

Public Limited Partnership

Sole Trader

Joint Venture




Representative Office

The most suitable corporate entities for conducting business in Bulgaria include private limited companies, public limited companies, single-person private limited companies, holdings, branches, and representative offices. All these entities, with the exception of representative offices, must be registered with the relevant district court’s commercial register.

Private Limited Liability Company in Bulgaria – “OOD”

A Private Limited Company in Bulgaria (also known as a limited liability company) – “OOD” is a commercial entity with capital owned by its members. Their liability is limited to the subscribed capital. The minimum share capital is 1 Euro only, and 100% of the capital must be paid upon incorporation. The statutory bodies of private limited companies include the general meeting of shareholders, held at least annually, and the managing director or board of directors.

Single Person Private Limited Liability Company in Bulgaria – EOOD

Single Person Private Limited Company (a limited liability company) – “EOOD” is a business entity with share capital owned by a single member. Like OOD, the minimum share capital is 1 Euro, and 100% of the capital must be paid upon establishment. The statutory bodies are the same as for OOD.

Public Limited Liability Company in Bulgaria – AD

A Public Limited Company in Bulgaria (joint stock company) – “AD” is a commercial entity with capital owned by its members, and their liability is limited to the subscribed capital. Two or more persons, including foreign individuals or legal entities, can establish a joint-stock company. The minimum required capital is BGN 50,000, which increases to BGN 100,000 if capital is raised through a public offer.

Representative Office in Bulgaria

Foreign entities eligible for business activities under their own countries’ laws can establish a representative office registered with the Bulgarian Chamber of Commerce and Industry. Representative offices are not considered legal entities and cannot engage in economic activities.

Holding Public Limited Liability Company in Bulgaria

A holding, as defined by the Commercial Code, can be a public limited company, a public limited partnership, or a private limited company with the purpose of participating in other companies or their management. At least 25% of a holding’s capital must be directly invested in subsidiaries. The Commercial Code explicitly specifies the activities a holding can and cannot perform.

Branch Company in Bulgaria

Foreign legal entities, individuals, and other entities registered abroad can establish a branch in Bulgaria if they are registered as commercial entities under their home country’s laws. A branch is not a legal entity but rather a part of the founding company. However, branches must maintain independent accounting records and prepare a balance sheet.

Joint Venture Company in Bulgaria

A joint venture is formed by both Bulgarian and foreign partners. The foreign partner’s participation can be of any size. Joint ventures must adopt one of the forms of business entities according to the Bulgarian Commercial Code.

Sole Proprietor Company in Bulgaria

Any individual residing in Bulgaria has the right to register as a sole proprietor. In this case, liability is unlimited.

Company Registration Procedures

Incorporation of a Limited Liability Company

To establish a Limited Liability Company in Bulgaria, the following steps are typically followed:

Name reservation and issuance of a name uniqueness certificate.

Drafting the articles of association or a founding deed for single-member LLC.

Establishing the company’s share capital (at least BGN 5,000).

Issuing a bank certificate confirming at least 1 BGN of the registered capital is paid.

Appointing a managing body.

Registering with the relevant district court’s commercial register.

The necessary documents include:

  • Application for incorporation.
  • Memorandum of association.
  • Constituent meeting minutes.
  • Notary-certified consent with specimen signatures of the managers.
  • Declaration in compliance with art. 142 of the Commercial Act (CA).
  • Bank document indicating capital deposited.
  • Company name uniqueness certificate.
  • Certificate of the actual status of a shareholder (legal person).
  • Managing body resolution for participation in the joint-stock company.
  • Receipts for paid state taxes and publication in the State Gazette.

Establishment of a Joint-Stock Company

For the registration of a joint-stock company, the steps include:

Name reservation and obtaining a name uniqueness certificate.

Holding a Constitutive Meeting where the memorandum of association is accepted, and managing bodies are elected.

Payment of founders’ contributions.

Registration with the relevant district court’s Commercial Registrar.

The required documents for registration are:

  • Application signed by all members of the managing body.
  • Memorandum of association.
  • Minutes of the constitutive meeting.
  • List of subscribers and their contributions.
  • Bank document for pecuniary contributions.
  • Notary-certified signature specimens.
  • Founders’ declarations.
  • Receipts for paid state taxes and publication in the State Gazette.

Incorporation of Trade Representative Office of a Foreign Person

The procedure for setting up a trade representative office of a foreign entity includes:

Filling out an application form with a registration request filed with the Bulgarian Chamber of Commerce and Industry.

Providing an official document issued by the competent authority in compliance with the national legislation of the foreign entity.

Supplying a resolution from the foreign entity’s managing body to open a trade representative office in Bulgaria.

  • Submitting a notary-certified special power of attorney issued by the person in item 2 to the person authorized to register and govern the representative office.
  • Presenting an official document indicating the persons representing and binding the foreign entity.
  • Submitting notary-certified signature specimens of the persons representing the foreign entity in the Republic of Bulgaria.
  • Providing an experts’ statement duly accepted by the district court if non-cash contributions are made.
  • Offering receipts for paid fees for registration with the Bulgarian Chamber of Commerce and Industry.

This summary outlines the key aspects of business incorporation in Bulgaria.

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Packages and Prices!


Year 1 Incorporation and service fees.
Optional Services (Bank Account opening, Nominee services, Certification of documents, amongst others).
Annual Renewal service fees for year 2 and subsequent years, to keep your company in good standing and full Compliant at all times.

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Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.

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