Start with the business project
Opening a company in Bulgaria first requires defining the activity: which goods or services will be offered, where business functions will be performed, which people and resources will be employed and how relations with Italy will be managed. Commercial Register entry is a formal step, but does not complete the legal and organisational planning of the business.
A credible venture must be able to explain its presence in the country through the nature of its activities and commercial relationships. The choice should not be based solely on comparing tax rates. Accounting and administrative costs, transactions with members and other companies, staff management and obligations in the countries involved affect the overall result and should be considered before incorporation.
Corporate form and rules between shareholders
The forms described by the Bulgarian Ministry of Economy include the limited liability company OOD and its single-member counterpart, EOOD. The distinction concerns the number of owners of the capital. Choosing the legal form must nevertheless be accompanied by defining management and representation powers, decisions reserved for shareholders and the rules governing relations between them.
In ventures involving several participants, the admission of new shareholders, transfers of interests, financing, distribution of profits and management of disputes are important. A standard template may be insufficient where shareholders contribute different resources or have different operational roles. Clauses must comply with Bulgarian law and be coordinated with any additional agreements.
Documents and registration
The Registry Agency administers the Bulgarian Commercial Register. Official information describes the filing of an application accompanied by the instruments and declarations required for the chosen company form; electronic filing is also available under the applicable conditions. For documents originating abroad, the language, translation and formalities necessary for their use must be examined.
The preparatory file normally includes members' details, documents relating to any participating companies, the choice of directors, registered office, name and business objects. Banking documents and required authorisations depend on the structure and sector. It is not prudent to guarantee a single incorporation timeframe: bank checks, additional documentation and licensed activities may affect the project's actual timing.
Where the company is actually managed
Article 73 of Italy’s Consolidated Income Tax Act (TUIR) is relevant to relations with Italy. It treats companies and entities as resident if, for most of the tax period, they have their registered office, place of effective management or principal day-to-day management in Italy. These are alternative criteria: an overseas registered address is not decisive on its own.
The provision defines effective management by reference to the continuous and coordinated taking of strategic decisions, and ordinary management by reference to the continuous and coordinated performance of day-to-day management acts concerning the company as a whole. The analysis must therefore consider facts and organisation. Where several legal systems and tax treaties are involved, a coordinated assessment of the relevant rules is required.
Documenting the actual organisation
Documentation must reflect the activities actually carried out. Contracts, the availability of premises, assignments, resources used, decision-making processes and relationships with customers and suppliers can help establish how the business operates. Formal minutes or registered addresses do not replace facts. The aim is to build an organisation consistent with the project and maintain a verifiable record of it.
Relations with related parties in Italy require particular care: services, financing and allocation of functions must have identifiable substance and terms. The company’s residence, shareholders’ position, any permanent establishment and treatment of individual transactions must also be considered separately. A conclusion reached on one of these aspects does not automatically resolve all the others.
A quotation based on the actual course of work
A useful engagement distinguishes incorporation work from subsequent assistance. It must identify the documents to be prepared, the formalities included, translations, notarial or banking services, and any professionals responsible for accounting and tax matters. The client must also be able to assess recurring costs and the work required when the company changes or ceases its operations.
For an initial discussion with the Firm, it is advisable to describe the planned activity, countries involved, shareholders, directors' roles and available resources. These details allow a proportionate course of action to be identified, highlighting the checks needed before commitments are made. The advice aims to make the project organisationally and legally sustainable, without promising automatic tax advantages or predetermined outcomes.