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Date stated in the original: 25 February 2016. Review note: 6 November 2026.

The text of the original article

Companies in Bulgaria: how to establish a company under Bulgarian law — image from the original website

Current company legislation, contained in the Bulgarian Commercial Code, has streamlined the incorporation of companies with share capital through several legal provisions.

First, the minimum capital required to form a company under Bulgarian law has been reduced to BGN 2, approximately €1. A notary's assistance is not otherwise required, apart from authenticating the signature of the director or the chair of the board of the Bulgarian limited liability company being formed.

The company form comparable to our limited liability company may be incorporated by one or more persons; an EOOD, a single-member limited liability company, also exists. Members may be natural or legal persons, and the company may be wholly foreign-owned. In Bulgaria, foreign persons are permitted to hold 100% of the capital of a local company. The founding members are liable for the company's obligations

limited to their respective holdings in the share capital.

The minimum capital of a limited liability company has currently been reduced from BGN 5,000 to BGN 2 (less than EUR 1), given that the fixed exchange rate is BGN 1.955 per EUR 1.

It consists of the shareholders' interests, each of which must be at least BGN 1 (less than 50 euro cents). Their total must equal the capital. Interests may be allocated in different proportions among the shareholders, and a single interest may be jointly held by several persons.

The corporate bodies of limited liability companies are the general meeting of members, convened at least once a year, and one or more directors, who need not be members. Dissolution may occur upon expiry of the term set out in the constitutive instrument, by a members' resolution, through merger or absorption into a joint-stock company or another limited liability company, or through a declaration of bankruptcy by judgment of the district court in the cases provided by law.

Forming a limited company under Bulgarian law takes 3 to 5 working days. The capital, shareholders and directors may be foreign without any restriction.

There are no sector studies for tax purposes in Bulgaria, and taxation remains a flat 10%. In regions with high unemployment, further tax and contribution relief may be available to reduce labour costs even more.

Profit distributions by a Bulgarian company are taxed at 5%.

Company objects in Bulgaria enjoy broad freedom. Except for objects prohibited by law or reserved to specific activities, they may be formulated to include a variety of different activities.

The following information is required to open a company in Bulgaria:

  1. The shareholder or shareholders contributing to the share capital; the company may be formed entirely by foreign nationals;
  2. setting share capital at no less than BGN 2;
  3. The choice of management structure, with identification details of its members (chair and directors), or of the sole director.
  4. the company name, which may be written in either the Cyrillic or the Latin alphabet.
  5. choice of registered office;
  6. company objects.

On the basis of this information, the incorporation minutes and articles of association can be drafted. The company must then be entered in the Commercial Register following approval by the court.

The De Amicis & Petrova Law Firm provides corporate legal assistance to businesses and investors intending to operate in Bulgaria